These terms and conditions outline the rules and regulations for being a member of The Distribution Network, powered by Etail Solutions.
Etail Solutions is located at: 2150 3rd Street Suite 7 White Bear Lake, MN – 55110, United States
By becoming a member of The Distribution Network we assume you accept these terms and conditions in full.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of United States. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.
TRADING PARTNER TERMS AND CONDITIONS
These Trading Partner Terms and Conditions (“Terms”) are incorporated into the Trading Partner Agreement made and entered into as of the date of execution of The Distribution Network Partner Agreement by and between Etail Solutions, LLC("Etail") and the company ("Trading Partner")listed in The Distribution Network Partner Agreement.
WHEREAS, Etail operates The Distribution Network, a business-to-business (B2B) trading network that facilitates the fulfillment of direct-to-consumer (D2C) orders; and
WHEREAS, Trading Partner desires to participate in The Distribution Network as a Trading Partner;
NOW,THEREFORE, inconsideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows.
1) Definitions
a) "The Distribution Network" means a B2B trading network for fulfilling D2Corders, powered by the Etail Vantage Platform.
b) "Etail Vantage Platform (EVP)" means Etail's software and services for coordinated online multi-channel commerce solutions, including sales channel automation, supply chain transaction and catalog automation, and financial system integrations.
c) "Trading Partner" means a company that sends orders to, or fulfills orders from, The Distribution Network.
d) “The Distribution Network Partner Addendum” means the addendum completed and signed by the parties which refers to this agreement and upon signature binds the parties to the terms and conditions herein.
e) "Distribution Partner" means a Trading Partner who is a member of The Distribution Network and provides fulfillment services for products they have in inventory.
f) "Demand-side Partner" means a Trading partner generating the demand (Order) to be sent to The Distribution Network for fulfillment to the consumer.
g) "Sponsor" means an organization that is contracted by The Distribution Network to help bring Distributors and/or Manufacturers/Brands to the network as Trading Partners.
h) “Services” means the functionality provided by The Distribution Network and/or the Etail Vantage Platform.
i) “D2C” means direct-to-consumer, representing the type of orders being processed by The Distribution Network by the Trading Partners.
j) “Order(s)” is the unit of measure used to calculate The Distribution Network fees and shall mean a single sales order being processed for fulfillment. All other related documents or transactions, including order confirmations, cancellations, tracking updates or any other feed necessary to facilitate the completion of an Order are included.
k) “Trading Partner Content” means all data communicated with The Distribution Network or used in Etail’s software. Including but not limited to, catalog content, inventory availability, inventory pricing, orders and tracking information.
l) “Distributed Order Management” refers to Etail’s ability to evaluate product costs, inventory availability, fulfillment costs, and carrier/service-level agreements to optimize order routing to the lowest delivered cost for Demand-Side Partners.
2) Trading Partner Roles and Responsibilities
a) Commercial Relationships. All Trading Partners must establish and maintain a direct commercial relationship with their respective Trading Partners, including negotiating pricing, payment terms, and other relevant commercial terms.
b) Compliance with Laws. All Trading Partners must comply with all applicable federal, state, and local laws and regulations in connection with their participation in The Distribution Network.
c) Data Exchange. All Trading Partners must exchange data (e.g., orders, inventory updates, ASNs)with The Distribution Network using methods and formats specified by The Distribution Network.
d) Data Security. All Trading Partners must implement and maintain appropriate administrative, technical, and physical safeguards to ensure the security and confidentiality of data exchanged with The Distribution Network and to protect against unauthorized access, use, or disclosure.
e) Integration Technology
i) Direct-Connection. Trading Partner may use its own technology systems or Etail's platform for connecting to and interacting with The Distribution Network.
ii) Etail Vantage Platform. Trading Partner may use the Etail Vantage Platform for any of its various functions, such as integrating to The Distribution Network, sales channel integrations, order consolidation, catalog management, supply chain automation, or Distributed Order Management (DOM). Separate pricing and terms will apply.
iii) Integration. Trading Partner is responsible for maintaining the systems used to provide The Distribution Network with the required data.
f) Payment of The Distribution Network Order Processing Fees. All Trading Partners are responsible for paying their portion of the order processing fees as described in the Partner Addendum, whether they are contributing an order for fulfillment or fulfilling an order.
3) Demand-Side Partner Responsibilities.
a) Product Matching. It is the responsibility of the Demand-side partner to ensure that the product they are selling is matched to the right product on The Distribution Network to be fulfilled which includes the accurate unit of measure.
b) Maintain Accurate Listings. Demand-side Partners must maintain accurate sales listings on all of their sales channels, ensuring that any product to be fulfilled by The Distribution Network has accurate content, availability and appropriate pricing for the unit of measure being sold in alignment with what was published to the Demand-side Partner from The Distribution Network.
c) Inventory Availability. Demand-side Partners must receive and publish no more inventory availability than is published by The Distribution Network for SKUs to be fulfilled by The Distribution Network.
d) Sending Orders. Demand-side Partners must ensure that the D2C orders submitted to The Distribution Network for fulfillment by Distribution Partners are accurate and complete and for the correct SKUs and units of measure.
e) Order Transmission. Demand-side Partners must provide orders to The Distribution Network via one of the approved methods.
f) Tracking and Confirmation. Demand-side Partners must consume tracking information and ensure the consumer receives order shipment confirmation.
g) End-Consumer Customer Service. Demand-side Partners are responsible for all end-consumer customer service.
4) Distribution Partner Responsibilities
a) Catalog Management. Distribution Partners must provide a catalog feed with regular updates to The Distribution Network.
b) Catalog Content. Distribution Partners are responsible for providing enough information for each SKU to allow for accurate unique SKU identification by The Distribution Network. This includes but is not limited to: UPC, Manufacturer, Manufacturer Part Code, Distribution Partner’s Product ID, Unit of Measure, Price, Dimensions and Weight, etc. Additional content is highly encouraged as the more content you provide to Demand-side partners, the more likely an accurate match and/or sale of the product. Images are highly encouraged if available.
c) Pricing and Availability. Distribution Partners must provide price and availability updates to The Distribution Network on a regular schedule to be agreed upon during implementation.
d) Order Fulfillment. Distribution Partners agree to fulfill D2C orders from their inventory in alignment with these Terms and their commercial relationships with the Demand-Side Partner. Distribution Partners must meet the service level standards set forth in the Distribution Partner Order Fulfillment SLA herein.
e) Inventory Management. Distribution Partners are responsible for managing their inventory and ensuring its accuracy when publishing it to The Distribution Network.
f) Shipping and Tracking. Distribution Partners must meet all order fulfillment obligations, including tracking, shipping timelines, and order accuracy, as set forth in Addendum B – Distribution Partner Order Fulfillment SLA.
5) The Distribution Network Responsibilities
a) Connectivity. The Distribution Network will connect and maintain connectivity to all Trading Partners. Connectivity options include API, EDI, Flat-file exchanges or access via Etail’s Vantage Platform (EVP).
b) Catalog Normalization. The Distribution Network will load items to a common catalog using the identifiers provided by the Distributor Partner to attempt to match to an existing SKU in the catalog:
i) If a SKU is found, the Distributor Partner will be added to the SKU as an available supplier of the SKU.
ii) If a SKU is not found using the identifiers provided, a new SKU will be added to the catalog.
iii) If a SKU is later identified to already exist, the record will be corrected.
c) Distributed Inventory Management, Visibility and Pricing.
i) The Distribution Network will maintain scheduled feeds containing location-specific inventory feeds tied to the normalized catalog.
ii) The Distribution Network will also maintain pricing updates as provided by the Distribution Partners.
d) Distributed Order Management.
i) The Distribution Network will coordinate with Distribution Partners to obtain shipping cost models to understand shipping costs which will be passed along to the Demand-side Partner.
ii) The Distribution Network will utilize its Distributed Order Management (DOM) system to route all inbound orders from Demand-Side Partners to the lowest delivered cost Distribution Partner & Partner Location for fulfillment, also specifying carrier and service level to be used.
iii) Order Status Updates – As orders move through the fulfillment process, The Distribution Network will provide Demand-Side Partners with order status visibility.
iv) Shipment Confirmations – Once orders are fulfilled by the Distribution Partner and tracking information is uploaded to The Distribution Network, the shipment confirmation along with all relevant information will be provided to the originating Demand-Side Partner.
e) The Distribution Network Availability. Etail will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime or regularly scheduled maintenance, and any unavailability caused by circumstances beyond our reasonable control, including, but not limited to, fire, flood, earthquake, strike, embargo, or shortage of suitable parts, material, or labor (Force Majeure).
f) Protection of Trading Partner Content. Etail shall maintain physical, administrative, and technical safeguards at a commercially reasonable level for the protection of The Distribution Network and Trading Partner’s content.
g) Network Expansion. Etail, working with the Trading Partners and Sponsors, will strive to expand demand for The Distribution Network. This includes but is not limited to working with Manufacturers/Brands who have inventory available for fulfillment via the Trading Partners.
6) Fees and Payments
a) Connectivity Pricing. The terms and conditions relating to Trading Partner Direct-Connection Pricing or the use of Etail Solutions' Etail Vantage Platform if applicable, are set forth in the Partner Addendum.
b) Order Fees. Order fees will be charged per Order or based on order volume, as detailed in the Partner Addendum. Fees include:
i) Any fixed monthly amounts for Order volume included in a pricing package.
ii) Any overage Order volume from the previous month.
c) All such fees are due upon receipt, and Trading Partner agrees to be charged per Section 6d automatically.
d) Payment Terms
i) Order Fees. Etail shall automatically charge the Trading Partner via ACH or Credit Card on or around the 1st day of each calendar month for The Distribution Network Order fees. If other payment methods/terms are agreed upon by both parties, Etail shall invoice the Monthly SAAS Platform Fees in advance to offset any NET payment terms so the Monthly SAAS Platform Fees will always be due on the 1st day of the calendar month for the following month’s Services.
ii) Implementation Fees.
(1) Implementation Fees of less than $5,000 shall be due upon the execution of this agreement if applicable.
(2) For Implementations greater than $5,000, Trading Partner shall pay to Etail 25% of the fees as described in an appropriate Statement of Work to be signed by the Trading partner. This Down Payment shall be applied to services as they are incurred and upon depletion of the Down Payment, Trading Partner shall then be billed monthly for the remaining services, as incurred. Trading Partner shall pay all such invoices NET 15 days from receipt. Trading Partner’s payment of Etail’s invoices shall in no way be conditioned upon or delayed pending Trading Partner’s receipt of payment from any third party.
e) Payment Methods. All monthly payments due shall be billed to Trading Partner’s checking account via ACH transfer (based upon Etail’s invoice schedule) or credit card unless otherwise agreed by Etail. Etail’s primary payment method is to collect payment for all monthly charges and professional services via ACH transfer from the Trading Partner’s bank account. If Trading Partner wishes to use a credit card a processing fee of 3% will be added.
7) Term and Termination
a) Term. The Agreement shall commence on the Effective Date and continue for an initial period of one year (the "Initial Term"). Thereafter, the Agreement shall automatically renew for successive periods of one year (each a "Renewal Term") unless either party provides written notice of termination at least thirty (30) prior to the end of the then-current term.
b) Termination for Convenience. Either party may terminate the Agreement for any reason upon 60 days prior written notice to the other party.
c) Termination for Cause. Either party may terminate the Agreement immediately upon written notice if the other party materially breaches any of its obligations, including but not limited to: (i) non-payment of fees; (ii) failure to meet order fulfillment SLAs; (iii) repeated failure to maintain accurate inventory data;(iv) unauthorized disclosure of Confidential Information; or (v) fraudulent activity. The breaching party shall have 15 days to cure the breach after receiving written notice.
8) Confidentiality. Each party hereto shall keep secret and retain in the strictest confidence the terms and conditions of this agreement and matters pertaining this agreement, including without limitation to customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects and other business affairs of any party, learned by the Trading Partner or Etail heretofore or hereafter, and neither party shall disclose them to anyone except (i) in the course of performing duties necessary to this agreement; (ii) with either parties express written consent; (iii) to the extent that any such information is in the public domain; or (iv) where required to be disclosed by valid Court Order, subpoena or other government process. For clarity, Trading Partner Content is not Confidential Information unless designated as such in writing. This provision shall survive termination of this contract.
9) Representations and Warranties
a) Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES PROVIDEDBY ETAIL HEREUNDER ARE PROVIDED “AS IS” AND ETAIL MAKES NO REPRESENTATIONS ORWARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ETAIL DOES NOT WARRANT THAT THESERVICES WILL MEET ALL OF TRADING PARTNER’S REQUIREMENTS OR THAT THE USE OF THESERVICES AND OTHER MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE AS THE TRADINGPARTNER CONTENT GENERATED AND CONSUMED ARE PROVIDED BY OTHER TRADING PARTNERS,NOT ETAIL SOLUTIONS.
b) Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM GROSS NEGLIGENCE, FRAUD, ORWILLFUL MISCONDUCT, IN NO EVENT SHALL ETAIL OR TRADING PARTNER BE LIABLE TO THEOTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVEDAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF THELEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT. ETAIL’S TOTAL LIABILITY UNDERTHIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY TRADING PARTNER TO ETAILIN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
c) Etail Indemnification. Etail shall defend, indemnify and hold harmless Trading Partner and its directors, officers, employees, agents and Distribution Partners from and against all damages, costs (including reasonable attorneys’ fees), judgments and other expenses arising out of or on account of (a) a breach of any warranty under the Agreement; or (b) any claim alleging that the Services, Custom Materials, or Retained Components infringe or misappropriate the U.S. copyright, patent, trademark or other proprietary or intellectual property rights of any third party, except to the extent that such infringement results from Trading Partner’s misuse or modifications or to the extent that such infringing materials were developed by Etail pursuant to specifications provided by Trading Partner. Subject to the limitation of liability provision herein. Etail’s obligation to indemnify Trading Partner is specifically conditional upon Trading Partner, promptly upon receipt of notice of any claim or possible claim notifying Etail, in writing, of any claims as to which, indemnification will be sought and provide Etail reasonable cooperation in the defense and settlement thereof.
d) Trading Partner Indemnification. Trading Partner shall indemnify, defend, and hold harmless Etail, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses(including reasonable attorney’s fees) arising out of or related to: (i)Trading Partner’s breach of the Agreement; (ii) any dispute between Trading Partner and another Trading Partner; (iii) any failure to comply with applicable laws; or (iv) any third-party claim related to Trading Partner’s products, services, or fulfillment operations.
10) Ownership
a) Intellectual Property. All software developed and provided by Etail shall remain the sole property of Etail unless specified inwriting. Etail shall retain all right, title, and interest in and to the Etail Vantage Platform and The Distribution Network, including all intellectual property rights therein. Trading Partner shall retain all right, title, and interest in and to its own intellectual property.
b) Trading Partner Content. Trading Partner grants to Etail a nonexclusive, worldwide, royalty-free license to use, distribute, sublicense, copy, publicly perform, publicly display, reproduce, modify, and prepare derivative works of Trading Partner content as it relates to performing the functions described in this agreement. This includes the ability to use catalog, order and inventory data for the purposes analytics, network optimization and expansion, and service improvement.
11) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed to the other party using the contact information outlined in the signed addendums by the parties.
12) Dispute Resolution. The parties agree that the Agreement is being entered into in good faith and that if a dispute arises in its application or interpretation that: (a) The parties shall attempt to resolves aid dispute between themselves or upon mutual agreement by the intervention of an experienced mediator and upon the terms and cost allocation agreed upon. (b)If a dispute is not resolved voluntarily, good faith considerations shall begiven to submitting the dispute to final and binding arbitration under the Commercial Rules of the American Arbitration Association before a mutually agreed upon single arbitrator with expertise Software as a Service agreements at a mutually agreed upon location. (c)If arbitration is not agreed to, or if the dispute involves a remedy not otherwise available in arbitration such as, but not limited to injunctions, criminal penalties or certain equitable relief, civil action may be pursued at a mutually agreed upon venue in the State of Minnesota.
a) Trading Partner Dispute Resolution. Etail is not responsible for resolving disputes between Trading Partners regarding pricing, order fulfillment, payment, or product quality. Trading Partners shall negotiate and settle such disputes directly.
b) Data Transparency for Reconciliation. Etail will provide transactional data for reconciliation purposes, but Etail shall have no obligation to intervene in Trading Partner disputes.
13) Miscellaneous
a) Non-Exclusivity. The Agreement is non-exclusive, and nothing herein shall prohibit or restrict either party, from entering into the same or similar relationships with other parties, including, without limitation, competitors of the other party subject to the terms and conditions as set forth herein.
b) Non-Solicitation of Employees. During the term of the Agreement and for a period of [NUMBER] months thereafter, Trading Partner shall not, directly or indirectly, solicit for employment or hire any employee of Etail without Etail’s prior written consent.
c) Non-Solicitation of Trading Partners. Trading Partner shall not directly solicit or contract with another Trading Partner of The Distribution Network with which it is currently processing Orders through The Distribution Network for the purposes of integrating with that Trading Partner directly, without prior written consent from Etail.
d) Publicity. All parties agree to allow The Distribution Network and Etail to reference their involvement in The Distribution Network for the purposes of Network Expansion.
e) Entire Agreement. These Terms and the Trading Partner Agreement they are incorporated into constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
f) Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck from the Agreement and the remaining provisions shall remain in full force and effect.
g) Waiver. No waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
h) Force Majeure. Neither party shall be liable for any delay or failure in performance here under due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, labor disputes, and governmental regulations.
i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.
j) Assignment. Neither party may assign the Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Etail may assign the Agreement to any affiliate or successor in interest without the consent of Trading Partner.
k) Amendments. The Agreement may be amended only by writing signed by both parties.
DISTRIBUTION PARTNER ORDER FULFILLMENT SERVICE LEVEL AGREEMENT (SLA)
This Distribution Partner Order Fulfillment Service Level Agreement ("SLA") is made part of the Trading Partner Terms and Conditions between Etail Solutions, LLC ("Etail") and Trading Partners who desire to perform the role of a Distribution Partner("Partner").
WHEREAS, Partner has agreed to participate as a Trading Partner in The Distribution Network as a Distribution Partner and fulfill Direct-to-Consumer (D2C) orders;
WHEREAS, Etail requires all Distribution Partners to meet minimum service level standards to ensure reliable and efficient order fulfillment within The Distribution Network;
NOW, THEREFORE, in consideration of the mutual promises set forth herein and in the Trading Partner Agreement, the parties agree as follows:
1. Order Processing & Shipping
Requirement
Service Level Expectation
Standard Orders
Orders received by 12:00 PM local warehouse time must be shipped the same business day. Orders received after 12:00 PM must ship no later than the next business day.
Expedited Orders
Orders designated for Overnight or 2-Day shipping must be shipped the same business day if received by 3:00 PM local warehouse time.
Backorders & Delays
Distribution Partner must notify The Distribution Network within 4 hours if an order cannot be fulfilled due to stockout or other issues.
2. Order & Inventory Accuracy
Requirement
Service Level Expectation
Order Accuracy
At least 99.5% of orders must be shipped with the correct item, quantity, and packaging per rolling 30-day period.
Inventory Accuracy
Published inventory availability must be at least 99% accurate at all times.
Catalog Accuracy
SKUs provided must have correct UPC, manufacturer details, dimensions, weight, and unit of measure.
3. Tracking & Shipment Confirmation
Requirement
Service Level Expectation
Tracking Uploads
Tracking numbers must be provided to The Distribution Network within 6 hours of carrier pickup.
Carrier Compliance
Shipments must use the carrier and service level specified by The Distribution Network, unless prior written exception is granted.
4. Late Shipment Allowance
Requirement
Service Level Expectation
Late Shipment Rate
No more than 2% of total orders may miss the agreed-upon shipping SLA within a rolling 30-day period.
5. Compliance & Corrective Actions
Non-Compliance
Consequence
Failure to meet SLA for 2 consecutive months or exceeding 5% late shipment rate in any rolling 30-day period
If a Distribution Partner fails to meet the SLA requirements for two consecutive months or exceeds a 5% late shipment rate in any rolling 30-day period, Etail may take the following actions:
(a) Issue a written corrective action notice requiring resolution within 15 days;
(b) Temporarily suspend the Distribution Partner from The Distribution Network;
(c) Terminate participation per Section 7c of the Terms.
Right to Audit
Etail reserves the right to audit fulfillment performance and inventory reporting to ensure compliance with this SLA.
6. Term & Modification
Provision
Details
Term
This SLA remains in effect for as long as the Distribution Partner is active in The Distribution Network.
Modifications
Etail may update this SLA with 30 days' prior written notice. Continued participation in The Distribution Network after such notice constitutes acceptance.