August 16, 2019
The terms and conditions of these Terms of Service govern the services provided by Bigblue to the Client. These Terms of Service should be read together with any Statement of Work entered into between Bigblue and the Client. Each Statement of Work and Terms of Service (collectively, “the Agreement”) comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. If and to the extent that the Terms of Service conflict with the Statement of Work, the Statement of Work shall prevail.
Capitalized terms used but not defined in these Terms of Service shall have the meanings set out in the Statement of Work.
References to ‘we’, ‘us’ and ‘our’ are to Bigblue and references to ‘you’ and ‘your’ are to the Client.
We reserve the right to update, change or replace these Terms of Service from time to time at our sole discretion. Bigblue will give you a 30 day-notice prior to any new terms taking effect. Continued use of the Bigblue Services after any such changes shall constitute your consent to such changes.
Bigblue shall provide the services to the Client as described in the Statement of Work (the “Services”) in accordance with these Terms of Service. Bigblue will perform the Services with reasonable skill and care.
In the absence of Statement of Work, Bigblue shall provide the services to the Client as described and in accordance with our website’s Pricing Page (the “Services”), available at the following URL: https://www.bigblue.co/pricing
We may outsource certain functions and work in relation to the Services to third party warehouses, carriers, couriers, customs brokers, agents and others to which the Client’s goods and packaging materials (the “Client’s Goods”) are entrusted for transportation, packaging, handling, delivery, storage or otherwise (“Third Parties”) either locally or abroad. Where this occurs, we will take all reasonable steps to ensure that those Third Parties recognise and comply with their obligations of confidentiality. You consent to such outsourcing arrangements including the transfer of any personal data to such Third Parties. Bigblue shall not be liable or responsible for any negligence, malpractice, fault, errors or omissions in the performance of the Services by any Third Parties.
The Client shall:
(a) Cooperate with Bigblue in all matters relating to the Services and provide such materials and/or information as may be required by Bigblue for the purposes of carrying out the Services in a timely manner and ensure that such materials or information are complete and accurate;
(b) Respond promptly to Bigblue’s requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Bigblue to carry out the Services in accordance with the requirements of these Terms of Service; and
(c) Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to Bigblue’s Services before the date on which the Services are to commence. In the event of an omission or inaccuracy, the Client shall hold harmless Bigblue from and against all the consequences it may suffer. In particular, the Client shall immediately reimburse Bigblue all the costs and fees which Bigblue could bear as a result of an action brought against us.
(d) Provide Bigblue with all the necessary information and documents at his disposal for Bigblue to carry out the Services. In this respect, the Client shall inform Bigblue before the date on which the Services are to commence of all the hidden features of the Client’s Goods that might impact the execution of the Services (in particular physical, chemical, biological, organic and biological characteristics, technical constraints, in particular in terms of storage, handling, alteration risks, any hazards whatsoever).
(e) Regularly inform Bigblue of what might alter or make the execution of the Services more complex.
(a) Bigblue shall provide the client with a rate card (“Rate Card”) and/or an initial cost simulation based on the information provided by the client during the engagement process (the “Cost Simulation”). Rate Cards or Cost Simulations provided by Bigblue to the client are for informational purposes only and are subject to changes without notice. The Rate Cards and/or Cost Simulations shall not be binding upon Bigblue.
(b) Typically, known surcharges such as fuel surcharges and delivery area surcharges will be included in the shipping price at the time of shipment. The amount set out in the final billing invoice may differ from the cost simulation as the final chargeable amount may vary based upon a number of factors including, inter alia, incomplete or inaccurate product information, returns to sender, changes in couriers or shipping prices and additional services requested by the client. Therefore, Bigblue reserves the right to bill for, and the client shall be responsible for, additional fees including, without limitation, customs and brokerage fees, additional delivery attempts and other carrier adjustments, additional storage fees and additional warehousing services fees that are billed to Bigblue by Third Parties.
(a) As part of the Services provided by Bigblue, the Client may integrate or connect its online shopping cart or ecommerce platform with Bigblue’s cloud-based fulfillment portal (the “Bigblue Fulfillment Portal”). The Bigblue Fulfillment Portal may be updated and modified from time to time, often without prior notice to you. Your continued use of the Bigblue Fulfillment Portal constitutes your acceptance of such modifications.
(b) The Client may specify one or more administrators (each an “Administrator”) to manage its account on the Bigblue Fulfillment Portal. Administrators have the ability to access, monitor, use, export and disclose content on the Bigblue Fulfillment Portal. The Client is responsible for
(c) The Bigblue Fulfillment Portal is made available to you by Bigblue for the purposes of carrying out the Services, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights.
(a) Bigblue may require the Client to send product samples to Bigblue’s office address for inspection before confirmation of the Inbound Date.
(b) The Client shall be responsible for arranging inbound shipment of the Client’s Goods to Bigblue’s warehouse and for all related transportation and handling charges with relevant third parties, including duties, customs or charges related to the Client’s Goods.
(c) The Client shall be responsible for ensuring that all Client’s Goods are properly packaged and correctly labelled in accordance with Bigblue’s labeling requirements as set out herein or on Bigblue’s website before delivery to Bigblue’s warehouse.
(d) Bigblue shall not be liable for any discrepancy in the quantity, quality or condition of the Client’s Goods that are received at Bigblue’s warehouse. Receiving checks for incoming Client’s Goods will be based on a carton level, provided that each carton is clearly and properly labelled, unless there is a prior written agreement between the Client and Bigblue on a per piece inventory count. The Client shall be responsible for insuring all inbound shipments of Client’s Goods.
(e) The Client shall comply with Bigblue’s Receiving Policy, as described at the following URL: https://bigblue-co.zendesk.com/hc/en-us/articles/360011921520-Bigblue-delivery-conditions
(f) Bigblue may, in its sole discretion, refuse, return or dispose of any inbound shipment that does not comply with its Receiving Policy or is determined to be illegal, hazardous or otherwise, at the Client’s cost, and shall not be liable or responsible for any loss or damage of any nature to, or related to, such refused goods.
(g) Bigblue may take up to 14 days to process a reception and to store the Client’s Goods. The fulfillment of the Client’s orders will start after the completion of this step.
(a) The Client shall be responsible for providing such information as Bigblue may require in accordance with the timeline set out in the Statement of Work. The Client shall ensure that all information provided is accurate and complete. Any inaccurate or incomplete information may result in delays to the Fulfillment Date and Bigblue shall not be liable for any resulting loss or damage.
(b) Bigblue’s order edit cut-off (“Cut-Off”) policy is set out in the Statement of Work for each fulfillment center. In the absence of Statement of Work, Bigblue shall process all orders that have been submitted and approved via the Fulfillment Portal Order before 7.45am within 2 Business Days. However, order processing may be delayed during the periods listed thereafter. As such, the Cut-Off policy does not apply during:
(c) The Client shall be responsible for sending all order submissions to Bigblue in accordance with Bigblue’s requirements and should ensure that all provided information is complete and accurate to ensure that outbound shipments are not delayed. Bigblue shall not be responsible for any order submission errors or delays by the Client. Any amendments made by the Client after
may not be processed and Bigblue shall not be responsible for any shipping delays or incorrect shipments as a result thereof. Any subsequent requests by the Client to amend shipping labels may result in delays and/or the Client incurring additional charges.
(d) The Client shall be responsible for ensuring that all Client’s Goods (at both carton and unit levels) have the proper and correct barcode label to ensure proper inventory management as well as proper pick and pack and fulfillment processes. Bigblue shall not be held liable for the accurate record keeping or fulfillment of Client’s Goods that are not properly and correctly labelled. Bigblue may label any Client’s Goods at an additional cost to the Client.
(a) Bigblue shall not be responsible or liable for delays or failed deliveries and any resulting loss or damage caused by Third Parties selected to render the Services. Delays may be caused by various factors beyond Bigblue’s control, such as natural disasters, strikes or peak fulfillment periods during holiday seasons. Further, Bigblue cannot guarantee delivery for international outbound shipments as customs and customs agents can delay, refuse to process, assess brokerage, lose or impose unanticipated customs, taxes or duties to international outbound shipments at their discretion.
(b) Bigblue shall use its best judgement in selecting the appropriate packaging and gift packaging for all orders. If the Client has provided ship-ready Client’s Goods or custom packaging and Bigblue determines the packaging to be unfit for shipping, Bigblue may offer additional packaging for an additional fee or return the Client’s Goods to you at your cost.
(c) Bigblue shall provide tracking numbers to the Client, if applicable, and shall not be held responsible for any delayed or missing tracking updates, as this information is and can only be updated by Third Parties.
(d) Any delivery time priorly indicated in writing or in oral is purely informative. Bigblue shall not be responsible for any delivery delay observed.
(e) The Client is able to choose between several shipping services on the Fulfillment Platform, amongst those available. The Client is aware that this choice impacts the orders’ delivery time as well as the shipping rates.
(f) The Client may request a proof of delivery (“POD”) if there is no status update from any Third Parties for a period exceeding the Third Party's maximum contractual shipping delay or, in absence, 21 Business Days after the fulfillment date. Upon the Client’s request, Bigblue shall use all reasonable efforts to acquire a POD on behalf of the Client from Third Parties. Bigblue cannot guarantee that Third Parties will provide a POD and shall not be responsible for any delays caused by Third Parties in providing a POD.
(g) Should the delivery of Goods be disputed, Bigblue will rely on the information provided by the Third Party on the POD. Bigblue shall not be liable for any costs resulting from this dispute.
(h) Bigblue shall not be responsible for any missed delivery and shall not be liable for any fees resulting from a missed delivery, including, but not limited to, the shipping costs to return the parcel and the costs to fulfill a replacement order.
(i) For the Third Parties to properly perform the delivery of an order, the recipient’s phone number and email are necessary. If either the recipient’s email or phone number is missing, Bigblue will charge the Client an additional 0,5€ per fulfilled parcel.
(j) Bigblue is not able to modify a parcel’s delivery address after it ships out of the warehouse.
(k) If the shipping address of an order fulfilled by Bigblue is wrong or incomplete, the Client shall bear all the additional costs incurred. These include, but are not limited to, the processing fees and Third Party charges.
(a) The Client shall be responsible for all duties, taxes, or clearance related charges for all applicable inbound and outbound shipments of the Client’s Goods. All outbound shipments will ship Delivery Duties Unpaid (DDU). It involves that:
(b) All Invoices, export documents or other Client’s Goods information declared to the customs are based upon the Client’s information on the Fulfillment Portal. Bigblue cannot be held responsible for any wrong declaration based upon this information or any additional costs resulting from an incorrect declaration. The Client shall maintain correct selling price and Goods information on the Fulfillment Portal at any time.
(c) Bigblue will not provide credit terms to the Client in respect of, inter alia, duties, taxes, and tariffs such as gross or general sales taxes (GST) and value added taxes (VAT) or any related charges. The Client must either prepay such amounts to Bigblue if known prior to shipping, or place a security deposit on these amounts.
Documents that comply with the customs regulation need to be attached to all packages shipping outside of the European Union Customs Union. For these outbound shipments, Bigblue can generate:
The generation of these documents falls under the section IX.B. of our Terms of Service. Beyond these, the Client shall provide all additional documents, licenses or declarations, that may be required.
(a) Bigblue does not anticipate inventory shrinkage for Client’s Goods held by Bigblue. However, Bigblue will have an annual 5% shrinkage allowance based on the stated cost value of the Client’ Goods held at Bigblue’s warehouse as set out in the Fulfillment Portal. In the event of inventory loss in excess of the annual inventory shrinkage allowance due to inventory count inaccuracies for which Bigblue is held legally liable, Bigblue’s liability shall be limited to the actual value of the Client’ Goods. In no event shall Bigblue be liable for any lost sales revenue from the inventory loss.
(b) Title to the Client’s Goods will remain with the Client. Notwithstanding anything herein to the contrary, nothing in this Agreement may be deemed to waive or otherwise limit any lien rights that Bigblue may have under applicable law with respect to the Client’s Goods.
(c) Bigblue may move the Client’s Goods within a warehouse and between warehouses by giving 30 days’ notice. Any request by the Client to move the Client’s Goods to another warehouse will be at the Client’s own costs.
(d) Bigblue reserves the right to dispose or sell the Client’s Goods by giving 7 Business Days’ notice if the Client fails to collect any Client’s Goods stored in Bigblue’s warehouse within a reasonable period after the due date of the final invoice.
(e) Bigblue recommends that the Client should ship 5% of additional quantities of each SKU compared to the pre-sold or forecasted quantities (“Safety Quantity”) to each warehouse. This is to ensure Bigblue’s ability to cover any replacements or additional orders that may occur.
(f) Other than pre-sold items, the Client should retain a minimum 4-week stock at any time in Bigblue's warehouses (“Safety Quantity”)
(g) If the Safety Quantity is not met in one of the warehouses where the Client’s Goods are stored, Bigblue shall not be liable for any resulting costs, including - but not limited to - all replacement, stock compensation or additional fulfillment costs.
(h) Upon the Client’s request, a physical inventory count can be realized by Bigblue. The Client should give Bigblue a 14 Business Day notice and will be charged at the hourly “Out of Process” rate.
(a) Clients must provide valid credit card details when registering on the Fulfillment Portal.
(b) Client must provide valid bank account details when registering on the Fulfillment Portal.
(c) The Client agrees to pay our fees as set out in our invoices in consideration of the Services provided by Bigblue. Our invoices are to be paid in the currency stated therein.
(d) Bigblue shall bill the Client as often as determined by Bigblue in the Statement of Work or, if absent, on the 1st day and 16th day of each month (the “Billing Frequency”).
(e) Bigblue reserves the right to charge the Client’s credit card or Bank account and to stop processing and fulfilling the Client’s orders once the Client’s debit balance exceeds the amount set out in the Statement of Work (the “Debit Balance Allowance”) or, in its absence, 1000€.
(f) Bigblue’s Services pricing is subject to change. A minimum of 30 days’ notice will be provided to the Client in writing before new prices are in effect. The Client acknowledges that in some instances, Fees charged by Third Parties may be subject to change without notice and therefore such Fees may be charged by Bigblue without notice.
(g) The Client shall pay all invoiced amounts due to Bigblue within 7 Business Days from the date of Bigblue’s invoice. Bigblue will notify the Client of the accepted payment methods and regularly communicate any changes to such payment methods. The Client shall be responsible for any bank remittance service charges levied and Bigblue will only credit the final amount received to the Client’s account.
(h) The periodic payments are administered using a Direct Debit payment scheme and are processed by Bigblue, according to the terms explained in section XII.
(i) If the Client reasonably disputes any portion of a Bigblue invoice, the Client must pay the undisputed portion of the invoice in accordance with the section XII.G of these Terms of Service. In this event, the disputed amounts must be submitted in writing within seven (7) Business Days from the date of the invoice. The Client waives the right to dispute any charges not disputed within such seven (7) Business Day-period.
(j) In the event payments are not received by Bigblue within 7 Business Days after becoming due, Bigblue reserves the right to stop processing and fulfilling the Client’s orders and charge interest on any such unpaid amounts at a rate of 0.8% per year from the date such payment was due until the date it is paid and to suspend performance for all services until payment has been fully completed.
(k) Bigblue may at its sole discretion, request full payment of the remaining invoices as a condition for releasing the Client’s Goods. Bigblue reserves the right to charge the Client for any reasonable charges and services incurred on behalf of the Client, including, without limitation, customs, duties, taxes, remote area delivery type charges, unexpected storage charges, revised billings from Third Parties, and ad-hoc labor requests.
(l) Documentation handling fees (“Documentation Fee”) will be charged for orders that are shipped on the Client’s own courier accounts instead of Bigblue’s accounts. The Documentation Fee is a handling fee only and does not replace the advising work of a professional customs and clearance brokers. Supporting documentation may be requested and this does not waive the Documentation Fee. Bigblue may publish or change the Documentation Fee at any time without notice.
(a) By signing a SEPA Direct Debit Mandate (“Mandat de Prélèvement SEPA”), the Client authorizes Bigblue to make periodic Direct Debits of the Client Bank Account.
(b) Privacy and confidentiality. Bigblue will keep any information in the SEPA Direct Debit Mandate confidential (including information about the Client’s bank or financial institution account or credit card). We will only disclose it:
(c) Your obligations.
(d) Bank account change. If you change your bank / current account provider, as part of the transfer, you should ask your new bank to switch your existing Direct Debit over to your new account to ensure payments are not missed.
(e) Payment failure. Bigblue will attempt to collect the Direct Debit payments on the agreed dates.
(f) Cancelled or Changed Direct Debits. If you want to change your bank account, credit card or personal details, you must give us a new authority at least 10 business days before the due date of your next payment.
Bigblue shall have a lien on the Client’s Goods in Bigblue’s actual or constructive possession, custody or control in respect of all sums of whatever nature that are due and payable by the Client to Bigblue, including, but not limited to, interest and legal costs and expenses. Bigblue may refuse to surrender possession of the Client’s Goods until all sums due and payable to Bigblue are fully paid. If such amounts remain unpaid for 30 days after Bigblue’s demand for payment, Bigblue may, at its absolute discretion, sell the Client’ Goods by way of public or private sale or any other method Bigblue deems appropriate without further notice and apply the net proceeds to the sums owed to Bigblue. Any surplus from such sale shall be transferred to the Client and the rights of Bigblue are reserved for any shortfall subsequent to the disposal of the Client’ Goods. If Bigblue, after a reasonable effort, is unable to sell the Client’s Goods, Bigblue may dispose of them in any lawful manner and shall incur no liability by reason of such disposition.
(a) Without affecting any other right or remedy provided under these Terms of Service, Bigblue may at any time terminate the Agreement with immediate effect by giving written notice to the Client if the Client:
(b) Either Bigblue or the Client may, without prejudice to its other rights or remedies, terminate this Agreement for any reason upon giving 30 days’ written notice to the other party (the “Termination Notice Period"). The Client may have full or limited access to the Bigblue Fulfillment Portal during the Termination Notice Period. Bigblue shall continue to process and fulfill all orders which have been submitted by the Client via the Bigblue Fulfillment Portal or otherwise during the Termination Notice Period.
(c) Upon termination of this Agreement for any reason, the Client shall immediately pay Bigblue any outstanding unpaid invoices and interest due to Bigblue. Bigblue shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Client shall pay these invoices immediately on receipt. Bigblue shall promptly refund such portion of the sums prepaid by the Client as it relates to the period after expiry or termination on a pro rata basis.
(a) Bigblue shall retain ownership of all its patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”).
(b) The Client shall retain ownership of all Intellectual Property Rights in the Client’s Goods and any other materials and data supplied by the Client to Bigblue.
(c) You agree that Bigblue may use and refer to your company, trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in Bigblue’s marketing and advertising materials.
(a) Neither Bigblue nor the Client shall disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except to:
(b) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.
The Client agrees to indemnify and to hold harmless Bigblue and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of the Client’s use of Bigblue’s Services and/or the Client’s violation of any term or condition of the Agreement.
(a) Each of the Parties undertakes to contract all the necessary insurance against possible failures arising in the course of the exercise of their respective activities.
(b) The Client will waive, and undertakes to obtain the same waiver from its insurers, all recourse that it would be justified to exercise against Bigblue and its insurers, as well as against the Third Parties and their insurers, for all types of damages or prejudices that it may suffer. A waiver of recourse will then have to be provided to Bigblue by the Client.
(c) Bigblue does not insure the transportation, handling, storage, loading or unloading of the Client’s Goods.
(d) The Client shall take out an insurance contract with a solvent insurance company in order to cover the material, intangible and physical consequences resulting from of its professional, public and contractual liabilities.
(e) The Client shall take out with one or more solvent insurance companies, all the insurances necessary to cover the risks of burglary, fire, floods, storms, explosions, lightning, electrical accidents, water damage and other liquids, hail, snow, frost, land vehicle collision, aircraft crash, riots, civil commotion, terrorism, sabotage, vandalism, malicious acts, attacks, natural disasters and related risks, which may damage or lead to the irreversible and definitive destruction of the Client’s Goods entrusted in storage.
(f) The Client should provide Bigblue with a copy of the insurance contracts mentioned in sections XIX.D and XIX.E
(g) All claims in connection with damaged or lost Client’s Goods during delivery shall be brought solely against relevant Third Parties.
Bigblue can handle customer support requests coming either from the Client or the Client’s customer. The administration of these requests is priced at the following rate:
Each clause and sub-clause of the Agreement shall be independently interpreted and enforceable. If any clause or sub-clause of the Agreement is declared void, illegal or otherwise unenforceable by a court of competent jurisdiction, the remainder shall survive unaffected.
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
Our failure to exercise or enforce any right or provision of this Agreement, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or our right to act with respect to subsequent or similar breaches.
Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of France. The competent court shall be the “Tribunal de commerce de Paris”.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service and notices related to the Client’s account, will be in writing and given via email using the email address associated with your account. The date of receipt will be deemed the date on which such notice is transmitted.
Should any dispute or claim arise out of or in connection with the Services or this Agreement, we and you will attempt to resolve the dispute or claim in good faith in the first instance by negotiation. If such negotiation is unsuccessful, we and you may agree to seek to resolve the dispute or claim by mediation. If it is not possible to resolve the dispute or claim by negotiation or mediation, then it may be dealt with by legal proceedings as provided below. Subject to Clause XXVI below, in relation to any legal action or proceedings ("Proceedings”) arising out of or in connection with the Services (whether contractual or non-contractual obligations), each of the parties irrevocably submits to the exclusive jurisdiction of the courts of France and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.
Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of France. The competent court shall be the “Tribunal de commerce de Paris”.
If you have any questions about this
Terms of Service
, please contact us.