Fulfillment Services: Terms and Conditions

These Fulfillment Services Terms and Conditions are between You and Clockwise, Inc. (“Clockwise”) and are subject to our General Terms and Conditions. By engaging Clockwise to provide Fulfillment Services, You acknowledge acceptance of these Fulfillment Services Terms and Conditions.  

1. Store Set-Up and Integration.  To receive Fulfillment Services from Clockwise, You must first create and maintain an account on an e-commerce platform(s) of Your choosing (“Your Store”) that can integrate with Clockwise. Clockwise’s technology  integrates with different platforms, which may be subject to change.. Clockwise will notify You if it ceases integrating with the platform You use. Clockwise is currently able to integrate with:
   • Shopify
   • WooCommerce

After creating Your Store, it must be integrated into the Clockwise system. Clockwise charges monthly fees for the integration of Your Stores.  These fees are available to review here: Integration Fees. These fees are subject to change

You are responsible for (a) all fees and expenses associated with creating, maintaining, and operating Your Store and (b) ensuring the accuracy of the information on Your Store. 

2. Product Submission and SKU Management. After creating Your Store and having it integrated into the Clockwise system, You can begin creating product listings in Your Store.  You must include each size and color variation that you desire for each product. Creating a product in Your Store will submit the product to Clockwise. You can also create a product using the Clockwise app: Create a new product

When you submit a product to Clockwise, Clockwise will generate a unique stock keeping unit number (“SKU”) for each unique product, such as each size and color. Clockwise will send You those SKUs, and You must assign each SKU to the corresponding product in Your Store. Because Clockwise identifies Your products by SKU, it is critical that You assign SKUs correctly. 

If a product includes a multi-pack, bundle, or kit (a “Bundle”), each Bundle must receive its own SKU and should arrive at Our warehouse pre-assembled. If You have Bundles that require assembly, Clockwise will assemble these for You for a fee.

Except with regard to inventory produced by Clockwise, You are responsible for providing all inventory to be stored in Clockwise’s warehouses.

3. Handling of Inventory Provided by You. To prevent errors and to reduce processing time, Clockwise requires the following with regard to each shipment of inventory to its warehouses.  Failure to comply with these requirements may result in non-compliance fees and/or refusal of delivery.
   1. Packaging Requirements. You must package and ship each SKU in its own carton and clearly label the SKU on the outside of each carton. You may package and ship multiple SKUs in a single carton, if:
      • Each SKU is packaged in its own distinct container that keeps it separate from the other SKUs;
      • Each SKU is clearly labeled on the outside of each container; and

      • All SKUs in the carton are clearly labeled on the outside of the carton.

        Failure to comply with these requirements may result in loss of the privilege of combining SKUs in a single carton.

        
        
   2. Shipment Notification. You must notify Clockwise before sending a shipment to Clockwise. Each notification must include:
      • The number of cartons included the shipment and how they will be received (e.g. in skids, parcels, boxes, etc.).
      • An itemized list of what is included in the shipment, including at least each SKU and the quantity of each SKU.

      • The courier tracking details for each carton. Instructions as to how to handle each SKU.

        NOTE: The implementation of instructions are subject to any and all applicable fees.

        
        

        If You ship any items to Clockwise without providing an adequate Shipment Notification, Clockwise will notify You of this deficiency. You will have fifteen (15) days from the date of Clockwise’s notification of deficiency to provide Clockwise the Shipment Notification information or arrange the retrieval of Your items from the Clockwise facilities. Until You provide the Shipment Notification information, Clockwise will not process the items or include them in Your inventory. If You do not provide Clockwise the Shipment Notification information or retrieve the products in a timely manner, the contents will be considered abandoned, and Clockwise may dispose of the contents in any manner Clockwise, in its sole discretion, deems appropriate.

        
        
   3. Shipment Receipt. Upon receipt of a shipment, Clockwise will review the shipment to confirm that (1) it includes everything contained in Your Shipment Notification and (2) that every item is in salable condition. After completing this review, Clockwise will notify you that it received your shipment and inform You of the results of its review. If any items are received not in salable condition, Clockwise will cooperate with You in addressing these problems with your supplier or shipping company.

4. Handling of Clockwise-Produced Inventory. If any product includes an item to be produced by Clockwise, you must notify Clockwise that the item is intended to be stored in inventory for fulfillment, both in the order notes for the PO and via Clockwise Customer Support (print@clockwise.io).

   
   

5. Store Management and Inventory. You are solely responsible for tracking inventory. Clockwise will not, for instance, perform any maintenance or data entry for your Store. If You do not track Your inventory, Clockwise may not be able to complete customer orders or subscriptions.

   
   

6. Inventory Storage Fees. Clockwise charges monthly fees, calculated on a per-item basis, for storage of inventory. These fees are available to review here: Fulfillment Pricing. These fees are subject to change.

   
   
7. Inventory Removal. If You decide to remove any inventory stored with Clockwise, You may instruct Clockwise to:
   • ship the items back to You.
   • ship the items to an organization or business for donation or disposal. 
   • prepare the items to be picked up for disposal or donation.

   • request that Clockwise dispose of Your inventory.

     Please note that Clockwise will not prepare or provide any forms, for tax or any other purposes. Clockwise will not sell unwanted inventory on Your behalf.

     Unless You request that Clockwise dispose of Your inventory, You will be responsible for all costs, fees, and expenses associated with disposition of Your inventory, including any special processing undertaken by Clockwise to be in compliance with donation or disposal requirements and regular pick & pack fees. Clockwise may charge additional fees for processing the removal of over 200 pieces of inventory.

     If You request that Clockwise dispose of inventory, Clockwise will dispose of the contents in any manner Clockwise, in its sole discretion, deems appropriate, which may include sale, destruction, or donation to a charity of Clockwise’s choice. Clockwise reserves the right to retain any and all sale proceeds.

     
     

8. Damaged/Unsalable Items. Clockwise warehouses are not intended as extended storage facilities, and Clockwise is not responsible for degradation of products that remain in storage for twelve (12) months or longer. 

   Clockwise will replace, at no cost to You, any item that has been damaged or otherwise rendered unsalable while being stored with Clockwise, provided that the item has been in inventory with Clockwise for less than twelve (12) months. If the item is not easily replaceable, Clockwise will credit the wholesale cost of the item, as shown by documentation, to Your account. 

   
   
9. Ineligible Items.  Clockwise does not store or ship the following products:
   1. Products that are illegal, restricted or prohibited in the US or wherever they will be shipped, including but not limited to: explosives, drugs, counterfeit products, hazardous materials, contraband or illegal substances, radioactive elements, etc. 
   2. Biological matter, including but not limited to: plants and animals, living or dead.
   3. Drugs, prescription medications, hormones, supplements or steroids, or other controlled substances.
   4. Perishable or date- and temperature-sensitive products, including but not limited to: animals and animal products, food, beverages, liquids, and live plants.
   5. Poisonous, toxic or infectious products and substances, including but not limited to: medical specimens, pesticides, and herbicides.
   6. Products that infringe third party rights (e.g. intellectual property rights) or include and/or portray illegal, hateful, or immoral content or elements.
   7. Weapons, fireworks, fuel, firearms, tear gas, ammunition, stun guns, pepper spray, military equipment, or military and law enforcement equipment.

   8. Products larger than 1 cubic ft, weighing above 40 lbs, or worth more than $500 apiece.

      Clockwise may change this list of restrictions at any time.

      Clockwise will reject and return, at Your cost, any inventory items that do not comply with these restrictions. 

      
      

10. Order Processing. Clockwise will pack and ship all orders containing only fulfillment items within four (4) business days and all orders containing both POD (print on demand) and fulfillment items within five (5) business days. Turnaround times may increase during high volume sales events (including but not limited to client-run sales and major holidays).

    Although you are responsible for monitoring inventory, Clockwise will notify You immediately if a SKU is unavailable at the time an order is received.

    Due to the high volume of orders Clockwise receives and Our quick turnaround times, order cancellations and order changes, including changes to correct an error made by Your customer in entering the order, will not be accepted after an order is placed. 

    
    

11. Pick-and-Pack Fees. Clockwise charges a per-item fee to Pick-and-Pack the item(s) for withdrawal of any SKU from inventory for any reason, including as part of order processing, account termination, or inventory liquidation. Clockwise will advise you the applicable Pick-and-Pack fees as part of the opening of Your account with Clockwise. Clockwise may change Pick-and-Pack fees, upon providing thirty (30) days notice.

    
    

12. Fulfillment Error. If Your customer does not receive the item as ordered (e.g. incorrect size, product or color), Clockwise will, provided that Clockwise is notified within 72 hours of the delivery, pay for shipping for (a) the return of the incorrect item and (b) providing a replacement to Your customer.  

    
    

13. Returns Due to Product Defects. If Your customer receives a product that was made by Clockwise and is defective, Clockwise will pay for the replacement of that product, provided that Clockwise is notified within 72 hours of the delivery for correction. 

    
    

14. Product Damage. Clockwise will not include in a shipment a SKU that is damaged and is not responsible for damage that occurs in transit. If a SKU has been damaged in transit, Clockwise will not pay for any subsequent shipping. Upon Your instruction, Clockwise will send a replacement, provided that Clockwise will not pay any shipping fees.

    
    
15. Handling of Returns. Clockwise will restock for resale and add back to inventory items that are returned by customers in salable condition, as determined by Clockwise. Clockwise will notify You if an item that is returned is not in saleable condition, will dispose of the item as you instruct, but will take no other action. 

GENERAL TERMS AND CONDITIONS

ACCOUNT MANAGEMENT

Billing and Payment. As part of opening Your account with Clockwise, You must provide Clockwise a credit card and make a deposit of at least $100.00 into Your account. Clockwise will bill You monthly and withdraw payment from Your account. When Your account balance reaches $25.00, Clockwise will replenish Your account balance to $100.00 (or whatever amount over $100.00 you specify) by charging Your credit card. If You fail to replenish Your account, Clockwise will place all pending customer orders on hold until Your account is replenished.

Customer Service. Clockwise will not respond to customer service requests from Your Customers. Clockwise will forward any customer service request to You by email and will take no further action on the request.

PACKAGING AND SHIPPING

Packaging.  Clockwise packages shipments in poly-mailers, which are suitable for most orders. You may provide Clockwise custom shipping packages, which Clockwise will use at no additional charge. If an order does not fit in a poly-mailer or custom shipping package, Clockwise will use an appropriate shipping package. You will be responsible for the cost of that packaging.  

Fragile items may incur an additional surcharge.  

Custom Inserts.  Clockwise will add an insert to your orders, provided that (a) the insert is to be included with all orders and (b) the insert is worth $0.25 or less. Items worth more than $0.25 are subject to regular pick-and-pack fees. You must deliver inserts to Clockwise in the form You would like them to be sent; Clockwise will not assemble or otherwise modify an insert. If Your inserts require bundling, Clockwise reserves the right to charge an assembly fee.

Free gift promotion items are not inserts, must be assigned a SKU, and are subject to regular pick-and-pack fees.

Shipping. Clockwise will send Your customer a courier tracking number once it is available. Clockwise has no liability for an order once the order has been delivered to a courier.

Shipping Costs. You, or Your customer, are responsible for payment of all shipping costs.  International shipments and shipments to Hawaii or Alaska will incur an additional fee.

International Orders. Clockwise will process and ship international orders in the same manner and time as domestic orders, but is not responsible for delivery times. In addition, Your customer is responsible for any VAT, tariff, duties, taxes, handling fees, customs clearance charges, or any other costs or fees charged for the importation of consumer goods.  

Customer Addresses. Clockwise will ship orders to the address provided by Your customer, without confirming that the address or its authorization for receiving shipments. The shipping address entered must be the final location of the shipment. Due to the high volume of orders Clockwise receives, address changes will not be accepted or granted after an order is placed.

TERMINATION

By Notice. Either party may terminate this Agreement by providing sixty (60) days written notice to the other party. Upon termination and account settlement, Clockwise will return or otherwise dispose of any of Your inventory remaining in stock to You, at Your expense. Clockwise will not prepare or provide any forms, for tax or any other purposes. Clockwise will not sell unwanted inventory on Your behalf.

If You do not provide instructions regarding return or disposition of Your inventory in Your notice of intent to terminate or within seven (7) days of the effective date of termination, 

Clockwise will dispose of Your inventory in any manner Clockwise, in its sole discretion, deems appropriate, which may include sale, destruction, or donation to a charity of Clockwise’s choice. Clockwise reserves the right to retain any and all sale proceeds.

Account Delinquency. If Clockwise is not able to replenish Your deposit for ninety (90) days, this Agreement will be deemed terminated and any of Your items remaining in inventory will be deemed abandoned and Clockwise will be entitled to dispose of such items in any manner Clockwise, in its sole discretion, deems appropriate, which may include sale, destruction, or donation to a charity of Clockwise’s choice. Clockwise reserves the right to retain any and all sale proceeds.

WARRANTY, REMEDIES AND LIMITATIONS ON LIABILITY, AND INDEMNIFICATION.  

No Warranty.  CLOCKWISE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

Remedies and Limitation on Liability.  Your sole and exclusive remedy, and Clockwise’s entire liability, shall be for Clockwise to refund all relevant fees paid to Clockwise by You during the six (6) months prior to the event giving rise to the claim.  IN NO EVENT SHALL CLOCKWISE BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF CLOCKWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CLOCKWISE’S LIABILITY RELATING TO THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS YOU HAVE PAID TO CLOCKWISE  DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RAISE TO THE CLAIM REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

Indemnification. You agree to indemnify, defend, and hold harmless Clockwise, its owners, officers, employees, agents, affiliates, and successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever, from any loss or liability arising or related to Clockwise’s provision of services to You.  

HOLIDAY SCHEDULE

Please note that Clockwise observes the following list of holidays, during which time Clockwise will not be printing or fulfilling orders, and which will not be consider business days:

• New Year’s Day
• Martin Luther King, Jr. Day
• President’s Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Black Friday
• Christmas Eve
• Christmas Day
• New Year’s Eve

In addition, Clockwise will be closed for inventory audit from Christmas Eve through New Year’s Day.

LICENSES AND PERMISSIONS

Intellectual Property. You hereby grant Clockwise a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, fully paid-up license to use any of Your materials, intellectual property, information and data to the extent necessary or required to provide You services.

You represent and warrant that any materials, intellectual property, information and data You provide to Clockwise does not infringe in any way, directly or contributorily, any third party’s intellectual property rights, including but not limited to, patent, copyright, trademark, trade secret, right of publicity and proprietary information. 

You retain own all right, title, and interest in and to any intellectual property, information, and data you provide to Clockwise in connection with providing you Print on Demand, Fulfillment, or any other services. Clockwise retains all right, title, and interest in and to any original data, information, methods, software, or other materials or creations created or used in providing services to You.

Promotional Use of Your Products by Clockwise. You agree that Clockwise may use images and descriptions of Your items in its marketing materials and portfolio.  

Third-Party Recommendations. Clockwise may, from time to time and at Your request, make recommendations concerning services or products (whether related to the delivery of Services or not), to  be provided directly to You by third parties, such as e-commerce platforms and credit card processing services. You understand and agree that Clockwise is providing only its own recommendation, and You must rely on Your own best judgment and other available information  to decide whether to enter into a direct relationship with the recommended (or any other) third-party service provider. Clockwise shall have no liability for any failure of, or Your dissatisfaction with, any such third-party service provider.

GENERAL PROVISIONS

Notices. All notices and other communications hereunder must be in writing and shall be deemed to have been duly given if sent to Us with return receipt to legal@clockwise.com or to You at the email address associated with Your account.

Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles.  Any lawsuit, action, or other proceeding that relates in any way to this Agreement or the Services shall be brought only in a state court or a federal district court located in Allegheny County, Pennsylvania. 

Waiver. No delay or failure on the part of any Clockwise in exercising any right, power or privilege hereunder or under any other instruments given in connection with or pursuant hereto shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege.

Severability. If any provision or condition contained in this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable to any extent, such provision or condition will be construed as though such provision or condition did not exist. The remaining provisions of this Agreement will continue in full force and effect. 

Headings. Headings in this Agreement are included as a matter of convenience only, and do not alter or modify the meaning of any subsequent language.

Effect of Purchase Orders. No provisions of a purchase order or similar document shall be applicable if they conflict with or add to the terms of any of Clockwise’s terms and conditions.

Changes and Updates. Clockwise may amend any of its Terms and Conditions at any time by publishing the amendments on its website or otherwise notifying You.

Successors. This Agreement shall operate to the benefit of and shall be binding upon You and Clockwise and our respective successors, heirs and assigns. Neither You nor Clockwise shall assign or otherwise transfer any interest in the Agreement without the prior written consent of the other Party.