GENERAL TERMS
1. INTRODUCTION
1.1. These Terms and Conditions apply to the use of Global-e’s technology, Services and associated Service interfaces. By executing the Service Form, using the Services, a Service interface or any other tool provided or operated by Global-e, the Merchant agrees to these Terms and Conditions.
1.2. The services performed pursuant to the Agreement will be enabled and used through Global-e’s relevant technology and Service interfaces (such as APIs and web-based portals as well as other online tools). Global-e will make such interfaces available and render related services (such as catalog classification and restrictions, 1st line or 2nd line customer support, account management and tech support) as further set forth herein (collectively, the “Service(s)”).
1.3. Merchant may elect to receive from Global-e logistics services as stated in the Service Form and subject to the terms of the Agreement (“Logistic Services”). The Logistics Services, if used, will be regarded as part of the “Service(s)”.
1.4. Global-e, acting as the merchant of record, will sell products that Merchant holds title to and makes available over the internet (“Products”) on Merchant’s webstore ("Webstore"), directly to consumers (“Shopper”) who initiated a transaction in respect of such Products on the Webstore and who desires to have the purchased Products delivered to a designated address in a Service-operated destination ( “Operated Country(ies)”). Global-e does not allow Merchant to disconnect or toggle off the Services or any Operated Countries and if that occurs, Global-e may terminate the Agreement in accordance with its terms.
1.5. The Shopper will be the importer of record of Products purchased for international delivery to the Shopper-selected destination. The sale of the Shopper-ordered Products will be in accordance with the terms of the Agreement and the Global-e terms of sale (the “Terms of Sale”).
1.6. All Operated Countries stated in the Service Form will be operated by the Services as of the first date the Service is active and available to receive and process Shopper Orders ("Go-live Date”).
1.7. The checkout page will include, substantially, the following text: “By clicking below and placing your order”, you agree (i) to make your purchase from Global-e as merchant of record for this transaction, subject to Global-e’s Terms of Sale; (ii) that your information will be handled by Global-e in accordance with the Global-e Privacy Policy; and (iii) that your information (excluding the payment details) will be shared between Global-e and the Merchant”. Such text may not be removed or changed without Global-e’s approval. The Global-e Terms of Sale and the Global-e Privacy Policy then in effect must be hyperlinked from the checkout page as referenced in the above text.
2. DATA PROTECTION; COMPLIANCE
2.1. Data Protection. The Parties acknowledge and agree that they will act as separate and independent data controllers (or as an equivalent such as ‘businesses’ under the CCPA), pursuant to the provisions of the DSA available <<here>> (and incorporated herein by this reference), and in accordance with any respective obligations under applicable data protection laws.
2.2. Trade Compliance. Global-e will follow and comply with the prevailing laws and regulations for the sale, transportation, export and customs clearance of goods and services for consumers’ personal import and consumption, and under applicable export controls and sanctions regulations, predominantly determined by the U.S. Department of Commerce’s Bureau of Industry and Security (‘BIS’) and the U.S. sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (‘OFAC’). Global-e may refuse any Product or category of products or services which are identified on its then-current Acceptable Use Policy (which can be found on the Global-e website <<here>>, and is incorporated herein by this reference).
2.3. Code of Conduct. Global-e is committed to its ethical codes (available here: https://investors.global-e.com/corporate-governance/documents-charters) and requires that its vendors and third parties it transacts with, including the Merchant, to act in accordance with the Vendor Code of Conduct available in this link (which is incorporated herein by this reference).
2.4. KYC. Global-e may require information or supplemental information from the Merchant to assess compliance risks associated with Merchant’s products or business, including anti-money laundering, products safety and compliance and beneficiary ownership. Merchant agrees to cooperate with Global-e’s reasonable and customary requests for information, and Merchant acknowledges that Global-e may obtain publicly available financial and credit information about the Merchant, its directors, officers and principals, solely to the extent necessary to fulfil Global-e’s mandatory compliance requirements. Global-e may take reasonable actions that Global-e considers necessary to secure the continued compliant performance under the Agreement and may suspend or terminate parts of the Services (including payout of funds) if compliance concerns are not satisfied.
3. WARRANTIES AND UNDERTAKINGS
3.1. Merchant Warranties. Merchant represents, warrants and undertakes that: (i) it will perform its obligations under this Agreement in accordance with applicable laws; (ii) it will control the content of the Webstore, and ensure the accuracy and completeness of the product catalog and product information, the price books it provides, and other information or data transmitted via the Webstore, and will refrain from any information that is false, misleading, or inaccurate; (iii) it has the right, power, and ability to enter into and perform under the Agreement; (iv) it has the right, power, and ability to enter into and perform under the Agreement; (iv) it has, and will comply with, the necessary rights, consents, licenses, or approvals for the sale and sourcing of Products including safety, environmental standards and ethical standards as applicable; (v) it will supply Products which are safe, do not infringe any third party’s right and which conform and function in accordance with their specifications (including with respect to country of origin, authenticity, genuineness and safety); (vi) it will be solely responsible for Product warranties of any kind and for addressing Product related claims, including infringement claims (intellectual or commercial right), claims related to Product being malfunctioning, unsafe, fake, counterfeit, of an illegal origin or containing hazardous materials; (vii) it will exert own judgment in reliance on Global-e’s advice or recommendations; and (viii) its products and Webstore do not contain any viruses, spyware, malware or other disruptive software
3.2. Global-e’s Warranties. Global-e represents, warrants and undertakes that: (i) it will perform its obligations under the Agreement in a professional and workmanlike manner, consistent with industry standards and in accordance with applicable laws; (ii) it is not prohibited or limited by any agreement to which it is a party, from entering into, and performing its obligations under the Agreement; (iii) Merchant use of Services or other Global-e technology in accordance with the Agreement will not infringe third party’s intellectual property rights; (iv) it has all necessary skill, experience and competence required to perform its obligations under the Agreement; (v) it will not make any representations or warranties with respect to any Products that are inconsistent with those provided by Merchant; and (vi) its Services and interfaces do not contain any viruses, spyware, malware or other disruptive software;
3.3. Insurance. Merchant will maintain public liability insurance (including product liability) providing appropriate coverage to reflect the nature of the Products and the anticipated sales volume through the Services, with insurers of good repute, at Merchant’s own cost.
4. DISCLAIMER; INDEMNIFICATION
4.1. Disclaimer. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by applicable law, the Services and any interfaces, portals, data, goods, or other services provided or otherwise made available by or on behalf of Global-e in connection with the Agreement are provided on an "as is" and "as available" basis and any and all warranties or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quality of service, or as otherwise arise from a course of performance or usage of trade are expressly disclaimed. No statutory or other representation, warranty, guarantee or condition regarding the effectiveness, usefulness, reliability, completeness, or quality of any services, is made, or that the provision or use of any service, product or other performance will be uninterrupted, secure, error-free, or otherwise will generate revenue or meet any needs. The Merchant acknowledges that Global-e’s assistance and support related to its business proposition or other advice pertaining to best practices are made in reliance on information provided by the Merchant and on a best effort basis, and Global-e specifically disclaims any warranty in relation to such support or assistance.
4.2. Indemnification. Each Party (the “Indemnitor”) will indemnify and defend the other Party and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns (the “Indemnitee”) from and against any and all third party claims, causes of action, suits, liabilities, damages, fines, penalties, costs and expenses (including, without limitation, outside attorney’s fees and costs) (each a “Claim”) arising from or in connection with (i) Indemnitor's breach of any of its obligations, representations, warranties or undertakings set forth in the Agreement; or (ii) Indemnitor’s negligence or willful misconduct in its performance of the Agreement; or (iii) death, bodily harm or tangible property damage arising, relating or resulting from (a) where Global-e is the Indemnitor- from Global-e’s negligence in rendering the Services, and (b) where Merchant is the Indemnitor – related to or caused by a Product. Indemnitee which receives notice or gains knowledge of a Claim as described above will promptly notify the Indemnitor in writing and give assistance and the exclusive authority to control the defense and settle such claim to the Indemnitor. An Indemnitee will have the right to participate in the defense with counsel of its choice at its own expense. "Affiliate" means any individual or entity that, at the applicable time, directly or indirectly controls, is controlled with or by or is under common control with, a Party.
4.3. LIMITATION OF LIABILITY
4.3.1. In no event will either party or its affiliates be liable under, or otherwise in connection with, the Agreement for: (a) any indirect, incidental, special or consequential damages; (b) any loss of profits, anticipated savings, business, or revenue; (c) any loss of, or damage to, data, reputation, or goodwill; and/or (d) the cost of procuring any substitute goods or services.
4.3.2. The combined aggregate liability of each party and its affiliates under, or otherwise in connection with, the Agreement, will not exceed the amounts of fees actually paid or payable to Global-e in the trailing twelve (12) months prior to the event giving rise to such liability, and if such event occurred prior to the lapse of twelve (12) months from the Go-live Date, the liability will not exceed twelve times (12X) the average monthly fees paid to Global-e.
4.3.3. The foregoing exclusions and limitations will not apply to liability for: (a) death or personal injury caused by a party's negligence; (b) a party's willful misconduct or fraud; (c) indemnification pursuant to Clause 4.2;(d) breaches of confidentiality; and (e) a party’s payment obligations hereunder.
4.3.4. Subject to Clause 4.3.3 , the foregoing exclusions and limitations will apply to the maximum extent permitted by applicable law, and: (a) even if a party has been advised, or should have been aware, of the possibility of losses, damages, or costs; (b) even if any remedy in the Agreement fails of its essential purpose; and (c) regardless of the theory of liability (including, without limitation, breach of contract, tort, negligence or strict liability).
5. INTELLECTUAL PROPERTY
5.1. Ownership. Each Party retains all right, title, and interest (including all intellectual property rights) in and to anything developed by such Party that is provided to, accessed by, or used by, the other Party under the Agreement (and for Global-e this includes the Services, any Add-on Services and related dedicated portals). Nothing herein grants the other Party any rights (including all intellectual property rights) not expressly granted to the other Party herein, all of which is hereby reserved by the first Party. Any suggestions, enhancement requests, recommendations or other feedback provided by Merchant, relating to the operation of the Services, (including any dedicated portal provided in connection thereto and any Add-on Service) (collectively, "Feedback") do not confer any rights to the Merchant. Neither Party will duplicate, alter or modify, access source code, make derivative works, make public performance or publicly display the technology underlying the Services or the Webstore, respectively.
5.2. Usage. The use by one Party of the other Party’s marks and logos, registered or not, does not entail any transfer of ownership or other rights. Each Party is entitled to refer to the other Party as provider/user of the Services and use respective marks in relation the performance of the Services and this Agreement. Marks will be used exactly in the form provided, in a manner that will not cause infringement, dilution or other misuse.
5.3. Merchant must not share access to any interactive online interface or portal made available to it by Global-e other than with those individuals that Merchant has identified to Global-e. Merchant will be responsible for the actions of any third party or individual to whom it grants access to portals. Merchant may ask Global-e to grant access to a ‘shared’ or ‘role-based’ email account which several individuals may access, however Global-e may decline such access at its sole discretion. If such access is granted, Merchant will be responsible for the actions carried out by that account, notwithstanding that several individuals may access it.
6. CONFIDENTIALITY
6.1. Definition. "Confidential Information" means any proprietary information of a confidential nature, in whatever form, disclosed or provided by or on behalf of a Party ("Disclosing Party") and/or its Affiliates to the other Party (“Receiving Party”) and/or its Affiliates under this Agreement, and which is not Non-Confidential Information. "Non-Confidential Information" means any information, in whatever form, which (a) is or becomes generally available to the public other than as the result of an unauthorized disclosure by the Receiving Party; (b) the Receiving Party can show that it already had in its possession before it was received; (c) the Receiving Party is obliged to provide in accordance with any applicable laws, court order or decision by a governmental authority; (d) was independently developed by the Receiving Party; or (e) the Receiving Party has received from a third party.
6.2. Obligation. Receiving Party shall: (A) only use Confidential Information for the purpose of performing its obligations and/or exercising its rights under this Agreement; (B) not disclose Confidential Information to any third party, except to its Affiliates and its and their respective subcontractors and advisors where such recipients have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement (and provided that such recipients are subject to confidentiality obligations substantially similar to those under this Agreement).
6.3. Injunctive Relief. Each Party agrees that monetary damages would be inadequate to compensate the other for breach or threatened breach of any provision of this Section. Accordingly, in addition to any other remedies available at law or in equity, the injured party will be entitled to seek specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof.
6.4. SEC filings. Global-e’s ultimate holding company is a publicly traded company (NASDAQ: GLBE) and therefore may be subject to certain filing and disclosure requirements. Global-e will not file the Agreement, or any future amendment or supplement hereto, with the Securities and Exchange Commissioner (SEC) or with any other applicable securities regulators unless such filing is required under applicable law. In the event that Global-e’s parent company determines that the Agreement (or amendment or supplement) must be filed with the SEC or with other securities regulators under applicable law, it will seek to obtain confidential treatment for the Agreement, to the extent possible.
7. TERM AND TERMINATION
7.1. Term. The Agreement becomes effective on the Effective Date and continues until terminated by a Party in accordance with the terms hereof (the “Term”). After twelve (12) months following the Go-live Date, either Party may terminate the Agreement without cause by giving the other Party ninety (90) days' prior written notice.
7.2. Immediate Termination. Each party may terminate the Agreement at any time and with immediate effect, by written notice to the other Party, in case of: if insolvency proceedings have been commenced or there are clear indications of same, or a Party is unable to provide a material part of products or services; or material breach of the Agreement or applicable laws (it being acknowledged that any action that adversely impacts the economics of the Agreement will be regarded as ‘material breach’). In all relevant cases, a party will allow thirty (30) days from notice to remedy the cause of termination, unless such cause cannot practically or legally be remedied. Merchant may terminate the Agreement on written notice to Global-e if the monthly uptime commitment has not been met three (3) times during a period of six (6) consecutive months.
7.3. Effect of Termination. On the effective date of termination, Global-e will cease providing the Services and will disable any integration with Webstore, and Merchant will no longer have access to any Service interfaces or portal. All the provisions that by their nature are intended to survive termination (including Sections 3, 4, 5, 6, 7.3, 7.4 and 8.2 of the General Terms); and provisions that allocate risk, or limit or exclude a party’s liability, to the extent necessary to ensure that a party’s potential liability for acts and omissions that occur during the Term remains unchanged after the Agreement terminates.
7.4. Post-Termination. Despite the cessation of Service, Shoppers may still be eligible for refunds, chargebacks or other payments due post termination. Global-e, for a period of up to 90 days (but not less than 60 days) following the effective date of termination (the “Tail Period”), will allow Merchant to use the Portal solely for authorizing refunds or other payments to Shopper, and Global-e will invoice Merchant for such amounts on weekly basis. In addition, Global-e may, at its reasonable discretion, withhold an amount of up to 50% of the reconciliation value but not less than three times the Merchant’s average monthly refund amount (in the three months preceding termination), for the duration of the Tail Period, and such amount will be used to cover any amounts due to Shoppers accordingly. Final reconciliation will be made at the end of the Tail Period.
8. GENERAL
8.1. Force Majeure. A Party will not be liable for any failure or delay in the performance of its obligations hereunder, and not be deemed to be in breach of the Agreement (except payment obligations), and will be allowed to cease performing, for so long as, and if such cessation, failure or delay directly results from an event beyond reasonable control that affects the ability to perform any obligation hereunder, including, due to strikes, lockouts, labor disputes, acts of God, civil commotions, fire or other casualty, governmental act (including tax and customs authorities), action or inaction, closure of governmental offices, internet or other infrastructure failures, acts of war, terror or terrorism, or industry-wide disruption in the supply chain. A Party is expected to make reasonable efforts to minimize the impact of such events.
8.2. Governing Law and Jurisdiction. This Agreement is governed by the law designated for the relevant Outbound Country under this clause, without regard to its conflict of laws rules, and all disputes will be submitted to the exclusive jurisdiction of the competent courts located in the forum specified for such Outbound Country, as follows: (i) if the Outbound Country is the United States, the governing law is the laws of the State of New York, and disputes will be submitted to the exclusive jurisdiction of the competent courts located in NYC, New York; (ii) if the Outbound Country is a member state of the European Union, the governing law is the laws of Ireland, and disputes will be submitted to the exclusive jurisdiction of the competent courts located in Dublin, Ireland; (iii) if the Outbound Country is the United Kingdom, the governing law is the laws of England and Wales, and disputes will be submitted to the exclusive jurisdiction of the competent courts located in London, United Kingdom; and (iv) if the Outbound Country is any other country (including but not limited to Australia, New Zealand, the United Arab Emirates, Singapore, Hong Kong, Japan, or South Korea), the governing law is the laws of England and Wales, and all disputes must be resolved exclusively through binding arbitration under the LCIA Rules, which are deemed incorporated by reference into this clause, with one (1) arbitrator, the seat of arbitration in London, United Kingdom, and the language of arbitration being English.
8.3. Jury Waiver. To the extent that a jury trial is available in the applicable jurisdiction of this Agreement, the Parties hereby agree to the fullest extent permitted by applicable law, that each of them irrevocably waives all right to trial by jury as to any issue relating hereto in any action, proceeding, or counterclaim arising out of or relating to the Agreement.
8.4. Notices and Communications. All notices, consents and other communications required or permitted to be given under the Agreement will be in writing and delivered by email transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either Party to the other Party in accordance with this Clause.
8.5. Assignment. Neither Party may assign the Agreement without the prior written consent of the non-assigning Party. Notwithstanding the foregoing, the Agreement may be freely assigned by either Party without the consent of the other Party to any Affiliate or to a successor in connection with a merger, consolidation, or acquisition of all or substantially all the assigning Party's assets. Any assignment in violation of this provision will be invalid. The Agreement will be binding upon, enforceable by and benefit the Parties and their respective successors and assigns.
8.6. Entire Agreement; Amendments. The Agreement (including any exhibits or schedules thereto) constitutes the complete and exclusive agreement between the Parties concerning its subject matter and supersedes all prior agreements, discussions, or understandings, written or oral, concerning its subject matter. In case of any conflicts between the Terms and Conditions and the Service Form, the terms of the Service Form will prevail. The Agreement may not be modified or amended except in writing and signed by a duly authorized representative of each Party. If any provision of the Agreement is held to be invalid or unenforceable, the remainder will remain in full force and effect. The waiver by either Party of any default or breach of the Agreement will not constitute a waiver of any other or subsequent default or breach.
8.7. No Third-Party Rights. The Agreement will be binding upon, and will inure to the benefit of, the Parties which entered the relevant Service Form and their respective permitted successors and assigns, and except for the rights granted to the Indemnitees, nothing in the Agreement is intended to or will confer any right, remedy, or benefit on any other party.
8.8. No Partnership. Nothing contained in the Agreement is intended or will be interpreted or construed to establish a franchise. Nothing herein contained will be construed to constitute a joint venture or partnership between the Parties. Nothing herein contained will be construed as authorizing Global-e to incur any obligations in Merchant's name without Merchant's prior authorization in writing. Global-e will be an independent contractor, and its employees and/or other personnel will not be deemed to be Merchant's employees or personnel.
8.9. Severability. Any provision of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and to the greatest extent possible, maintaining the same economic, business and other purposes of such invalid or unenforceable provision. The remaining provisions of the agreement shall remain in full force and effect. If any provision is deemed unenforceable due to being too broad or for any other reason, the parties agree to substitute a lawful provision that gives effect to the original intent of the parties as closely as possible.
8.10. Interpretations. The titles of Sections and Clauses of the Agreement are for convenience of reference only and are not to be considered in construing the Agreement. Unless the context of the Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) references to one gender include all genders, (iii) "or" has the inclusive meaning frequently identified with the phrase "and/or," (iv) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation," (v) references to "hereunder," "herein" or "hereof" relate to the Agreement as a whole, (vi) the term "days" refers to calendar days and not business days, unless expressly noted (vii) reference to “Global-e” shall also reference to any of Global-e’s intra group Affiliates where such Affiliate performs any part of the Agreement on Global-e’s behalf (including to act as our brokers, fiscal representatives or consignees in connection with customs clearance, tax reporting and recovery or transaction acquiring). The Parties agree that the Agreement will be fairly interpreted in accordance with its terms without any strict construction in favor or against either Party, and that ambiguities will not be interpreted against the drafting Party.
SERVICE TERMS
9. INTEGRATION; BUSINESS RULES; CLASSIFICATION
9.1. Integration. The use of Services involves the integration and configurations of the Webstore platform (and other relevant platforms such as warehouse management software) and defining and approving its per Operated Country business proposition. Merchant will follow the instructions and use the documentations provided by Global-e for the installation of specified pre-built platform extensions, APIs or apps, and the creation of user accounts. Global-e will provide integration documentation and assistance, however Merchant will remain responsible for implementing, maintaining (or developing, if needed) any technical requirements on their part. Global-e and Merchant will each conduct pre-production testing prior to go-live, based on their own internal policies and requirements. No changes, modifications or bespoke developments to any app, integration technology, Service features or functionality will be made unless explicitly agreed by the Parties in writing. Global-e will commit the necessary project and support teams according to the integration type and timeline to achieve the agreed Go-live Date, and Merchant commits to maintain required corresponding resources on its part. Changing the Go-live Date must be mutually agreed.
9.2. Business Rules. As part of the integration and the on-boarding process, prior to the Go-live Date, the Merchant will provide the relevant commercial proposition and business rules. Global-e will recommend best practices, and will assist with setting up such business rules in the system, however the final determination and sign off will always be made by the Merchant. After the Go-live Date, changes to business rules will be provided by the Merchant, and unless those can be made using a Service interface, Global-e will have five (5) business days to configure and implement such approved configurations (including, where necessary, carrying out any testing).
9.3. Classification; Dangerous Goods. Merchant will provide Global-e an accurate, complete and updated Product catalogue that includes detailed product description, and will identify (i) any items that are commercially restricted by Merchant, and (ii) all goods which qualify as ‘Dangerous Goods’ (as such term is commonly defined by the international carriers or applicable legislation). Subject to receipt of such catalogue, Global-e will (a) restrict all the sale of the commercially-restricted Product and the Dangerous Goods which were identified by Merchant in the catalogue; and (b) ensure that the sale, export and delivery of Products to all Operated Countries comply with the applicable laws, regulations and orders pertaining to personal-import of such Products by classifying the product catalogue, identifying any Product regulatory-restricted in accordance with personal import rules, and restricting the sale of such Products. If Global-e Logistic Services are used, Merchant will provide Global-e with all relevant information regarding Products that qualify as Dangerous Goods (such as product general composition and MSDS file), and based on such information if such Products are found to be eligible for shipping with the Global-e carrier, then Global-e may remove the restriction from such Product. Merchant will be liable and responsible to include all documents required for shipping of such Dangerous Goods, including appropriate labels and packing and for the processing of such Dangerous Goods in a hub dully certified for Dangerous Goods processing.
10. PRICING
10.1. Product Pricing. Merchant will provide the base price list for the Products in the currency stated in the Service Form (“Currency”) or fixed in Shopper’s currency. The Product selling price (“Sale Price”) will be comprised of the following, as may be applicable: (i) Merchant price coefficient per country or per product category; (ii) uplifts covering Duties & Taxes; and (iii) price rounding. Merchant cart discounts (e.g. coupons, volume discounts, promotions and other cart discounts) may apply to further adjust the sale price to the Shopper. The Sale Price will be presented on the Webstore in the Shopper’s currency using an exchange rate (spot rate and hedging spread) determined by Global-e.
10.2. Shipping Amount Paid by Shopper. Global-e will collect the amount payable by the Shopper for shipping (in Shopper’s currency) on checkout considering the relevant business rules set by the Merchant (“Shipping Amount Paid by Shopper”). If a carrier contracted by the Merchant is used, then Global-e will remit the Shipping Amount Paid by Shopper to the Merchant. If Global-e contracted carriers are used for the delivery, the provisions of Clause 14.3 will apply.
10.3. Duties & Taxes; Landed Cost Guarantee. Global-e will be responsible for processing the Order information at the time of such Order, considering the parameters of the business rules, to estimate the duties and taxes (such as import, sales taxes, value added tax or similar tax), duties or other customs fees and import charges that may be imposed by the shipper, broker or the customs authority or agency (collectively, “Duties & Taxes”), and collect such amount from the Shopper. Global-e will remit Duties & Taxes in compliance with the requirements of the Operated Country, including those defined as ‘tax collected by Global-e’, and will guarantee the full and accurate payment so neither Merchant nor Shopper will further be liable for such amounts or obligations, unless the transportation and customs clearance are performed by Merchant’s providers, in which case:
i. Global-e will remit the amount collected on checkout ‘as is’ to Merchant, who will be fully liable for the remittance and compliant customs clearance through its providers; and
ii. Merchant must follow Global-e’s instructions to implement a Service interface that allows for the data retrieval required to support proper clearance in ‘tax collected by Global-e’ countries.
When the Outbound Country supports ‘returned goods’ regime for which the returned goods could be eligible, Global-e will exert best efforts to utilize such returns regime, provided that: (i) Global-e was the original outbound exporter through its carrier; and (ii) the return is made by a Global-e carrier; and (iii) the return documents were provided by or through the Global-e returns portal. Notwithstanding the aforesaid, and unless caused by Global-e’s error, fault or negligence, Global-e may charge the Shopper or the Merchant any amount imposed on Global-e due to Shopper or Merchant actions or inactions or due to any event which constitutes a force majeure and which results in the inability to properly complete the customs clearance (including returned goods clearance back to the Outbound Country) or leads to additional costs which were not originally estimated and collected by Global-e (for the avoidance of doubt, including tariffs introduced following Order placement).
11. ORDER MANAGEMENT AND FULFILMENT
11.1. Order Creation. Global-e will process the order submitted by the Shopper on Merchant’s ecommerce platform (“Shopper Order”) to capture payment through the Shopper’s selected payment method (or payment authorization if applicable), perform fraud detection and prevention check, and calculate the applicable Duties & Taxes. Subject to successful processing, Global-e will create an order in the Webstore and the Global-e admin (each, a “Merchant Order”).
11.2. Fraud Detection. Global-e will process the Shopper Order to perform fraud detection and prevention. If fraud checks came out positive, Global-e may cancel and decline the order, or keep the order as “pending” (not to be fulfilled by Merchant complete further examination to clear the fraud risk, and if successful, the Merchant Order status will change to “paid”/”approved”.
11.3. Order Fulfilment. Merchant will pick and pack the Merchant Order (based on Merchant existing fulfilment process). Merchant is required to inform Global-e of the timeframe needed by the Merchant for the completion of the pick pack process (including the time to deliver the fulfilled orders to Global-e’s hub, if applicable). Such timeframe will be taken into consideration by Global-e when determining the overall delivery time to the Shopper. Global-e will assume a time frame of (2) business days from creation of the Merchant Order (unless otherwise is indicated by Merchant). Merchant will update the status of the Merchant Order using the Service interface, after pick and pack completion specifying all the following cases: (i) multiple parcels fulfilment; (ii) partial fulfilment (restocking items, pre-orders, back-orders etc.); or (iii) cancellation before dispatch (e.g. out of stock). ‘End-of-day’ manifest may be required for multi-parcel orders and backordered Merchant Orders. In no event will Global-e be responsible for the pick-pack process or items. Global-e will not open any parcel or package or otherwise verify its content or the inclusion of all or some Products or items and will rely solely on the Merchant in that regard.
11.4. Hub Processing. Merchant will complete the processing and fulfilment by applying carrier shipping waybill label and other international shipment documents (packing list, export and import documents and commercial/VAT invoice). Merchant will process the Merchant Orders at its own facility, in which case the international shipping documents and supported carriers’ shipping labels will be produced by its personnel through the Service interface or by retrieving through Merchant’s e-commerce platform the relevant information to be included in the shipping documents for such Merchant Order (including naming Global-e as the merchant of record, the applicable Product’s price, excluding Tax uplifts, if any). Merchant will then use the Service interface to update the order status, and make it available for dispatch to the Shopper (by a Global-e carrier or Merchant’s contracted carrier, as the case may be). Alternatively, Parties may agree to have Global-e process the Merchant Orders at Global-e’s cross-docking hub, in which case Merchant will ship, at Merchant’s cost and expense, consolidated fulfilled Merchant Orders to Global-e's hub for cross-dock handling and update its status accordingly using the Service interface. The use of Global-e’s cross-dock hub is contingent upon acceptance of Global-e’s cross-dock handling fees.
11.5. Order Shipment. Merchant may elect to either:
11.5.1. Manage own logistics and ship the fulfilled orders using Merchant’s contracted carriers, in which case Merchant will manage the entire logistics operations (including lost/damaged disputes, customs clearance and returns). Merchant may choose to use own logistics to all or some of the Operated Countries or for certain shipping methods (e.g. express only); or
11.5.2. Use Global-e’s managed Logistic Services using Global-e’s contracted carriers. Global-e will manage such operations (including lost/damaged disputes and customs clearance, and may operate returns for such same lanes). Merchant may choose to use Global-e logistics with respect to all or part of the Operated Countries or for certain shipping methods (e.g. express only). The use of Global-e’s carriers is subject to acceptance of the then applicable rate card.
11.6. Lost in Transit Claims Management. Global-e will manage the lost/damage process (including claims management) for parcels shipped by Global-e’s carrier or processed in Global-e’s hub. The claim coverage amount awarded by the carrier will be remitted to the Merchant as part of the reconciliation process, and the difference between such amount and the refund amount due to the Shopper will be charged to the Merchant by Global-e. When parcels are shipped directly from Merchant’s hub, the Merchant will provide Global-e ‘end of day manifest’ signed by the Merchant and the carrier in a format provided by Global-e. Un-tracked shipment methods (such as standard post) do not offer coverage for loss or damage to Products and accordingly claims management and loss/damage refunds are not available for such shipment methods
11.7. Title. At all times, Merchant will bear all inventory risk associated with the Products. The Merchant grants Global-e the legal right to act as the merchant of record. Merchant will retain title to a Product until it is deemed sold to Global-e. Title will transfer to Global-e upon purchase either on (i) receipt by Global-e of the Products in the Global-e hub or (ii) Merchant triggering dispatch notification when the Merchant Order was “dispatched” to carrier from Merchant’s hub, as the case may be. Thereafter title will transfer from Global-e to the Shopper and Global-e will be deemed to have sold the Product to the Shopper. Global-e will only have title to the goods insofar as it is necessary for it to act as the merchant of record.
12. POST SALE ORDER MANAGEMENT
12.1. Cancellation, Returns, Refund, Replacements. A Merchant Order will only be cancelled if the corresponding Shopper Order was duly cancelled by the Shopper in accordance with its rights under the Terms of Sale, or in cases of technical issues unrelated to Global-e (e.g. address provided by Shopper cannot be verified), or on the basis that the Order was placed fraudulently. Any Product return request will be submitted through the returns portal operated by Global-e. Products will be returned only to their original outbound country, to an address indicated by the Merchant. Refund eligibility will be based on the Terms of Sale, and the refunded amount will be authorized by Merchant using a Service interface. Return Shipping and re-import clearance fees and costs (when using Global-e carrier) will be charged to the Merchant (and merchant may decide to deduct those from the refund amount to the Shopper).
12.2. Chargebacks. Global-e will review chargebacks and payment disputes received from the card issuer, payment method and processor or the acquiring bank (“Payment Dispute”), and if it determines that the transaction underlying the Payment Dispute is not eligible for a chargeback based on available evidence information, or evidence provided to Global-e by the Merchant, Global-e will file a representment with the applicable payment processor/card issuer/schemes. If the Payment Dispute is awarded, then Covered Chargebacks will be Global-e’s responsibility and liability. All other awarded Payment Disputes and chargebacks and the associated costs, fees and charges imposed by the card issuer/schemes, payment method, processor or acquiring bank will be Merchant’s cost and will be charged by Global-e as part of the reconciliation process set forth in Section 15.
“Covered Chargebacks” means the chargebacks and associated costs fees and charges imposed by the card issuer/schemes, payment processor or acquiring bank in connection with a Payment Dispute in which “fraud” is identified as the reason for such Dispute, provided however that a Covered Chargeback will not include chargebacks or disputes which are “friendly fraud” where the perpetrator uses own payment method and personally benefits or is complicit in the fraud (e.g. chargeback filed for transaction not authorized, when order is delivered to verifiable address of card holder) or chargebacks that result from merchant activity or inactivity (e.g. order not fulfilled by Merchant; refund not processed by Merchant; or item received different than as described on the Webstore).
13. TECH SUPPORT
13.1. Global-e will monitor the technology platform and will troubleshoot issues and adhere to the uptime commitment, all as set forth <<here>>. Merchant will provide reasonable prior notice to Global-e of any change in its systems or Webstore that may impact Global-e’s Services for the purposes of planning, management or capacity planning work that Global-e may be required to carry out in relation to the Services.
14. FEES
14.1. Fees. Global-e will charge the Merchant, in the Currency, the percentage-based fees stated in the Service Form (“Fees”).
The Fees will be assessed on the sum of: the total Product Sale Price for all items purchased by the Shopper, plus Shipping Amount Paid by Shopper plus the Duties & Taxes paid by the Shopper, if any (such sum, the “Total Order Value”).
The Service Fee rate will adjust based on the cumulative Sale Price achieved through the Services in each calendar year, as follows: As the cumulative Sale Price reaches thresholds of the next sales bands, the Service Fee rate for subsequent transactions will decrease to the rate of such next band. At the start of each new calendar year, the cumulative Sale Price will reset to zero. The Service Fee rate will be set in accordance to the previous year cumulative Sale Price, such that is will either continue to apply, or if the cumulative Sale Price at year-end falls into a lower sales band, the Service Fee rate will be adjusted upward to reflect the higher rate of such lower band. All rate adjustments, whether downward or upward, will apply prospectively from the point of adjustment
14.2. Minimum Fee. Commencing as of the Go-live Date, the Minimum Monthly Fee set out in the Service Form will apply. If at the end of any calendar month the cumulative Fees due from Merchant to Global-e for that month is lower than the Minimum Monthly Fee, Global-e will charge the Merchant for the shortfall by adding the shortfall amount to the Fees invoice in the subsequent reconciliation cycle.
14.3. Logistic Service Charges. The fees and charges for the use of Global-e’s carriers will be based on the then applicable rate card. Global-e may prospectively update the shipping rate card (by applying GPI or otherwise adjusting the rates). The cross-dock handling fee for each parcel processed in the Global-e hub, if used is set in the Service Form. Global-e will not bear any shipping charges or costs (including any charges which were unexpectedly added to the Shopper Cart as a result of Shopper’s actions or omissions) and any and all such costs (whether for inbound or outbound shipments) will be charged to the Merchant. If applicable, Global-e will charge the Merchant for the difference between (a) the Shipping Amount Paid by Shopper, and (b) the applicable shipping amount (including any surcharges) based on the most accurate total weight available. If such difference results with a revenue to the Merchant, Global-e will remit such difference to Merchant as part of the reconciliation process set forth below.
15. RECONCILIATION PROCESS
15.1. Global-e will on a monthly or weekly basis (as elected by the Merchant and stated in the Service Form) produce a reconciliation report (“Reconciliation Report”). The Reconciliation Report will include information about those Purchase Orders which switched to ‘received in hub’/ ‘dispatched’ status during the relevant reconciliation period, and specify the relevant Product Sale Price, shipping data (including shipping and tax subsidies), refunds and manual adjustments (such as service gestures) during said period. This report will serve as the agreed basis for reconciliation of funds between the Parties.
15.2. Along with the Reconciliation Report, (a) Global-e will invoice the Merchant for its fees and charges (including if applicable shipping charges and Duties & Taxes recoup); and (b) depending on the method stated in the Service Form: (i) Global-e will issue a credit note; (ii) Global-e will issue a self-billing invoice in accordance with the terms of Schedule A; or (iii) Merchant will issue its own invoice; in each case for Products sold through the Services minus refunds as reflected in the Reconciliation Report.
15.3. Payment by Global-e to the Merchant will be in the Currency stated in the Service Form and will be net of all amounts due to Global-e for the relevant reconciliation period. Either Party may reasonably dispute any amount within thirty (30) days of receipt of the Reconciliation Report. Global-e will pay the Merchant any undisputed amount in accordance with the payment terms above, and the disputed portion promptly following the resolution of such dispute. Any late payments will incur a late payment fee equal to 0.5% per month, or the maximum amount allowable by law, whichever is lower. All payments required by the Agreement are exclusive of applicable taxes.
15.4. If the reconciliation occurs on a weekly basis then, within three (3) business days of the invoice date, Global-e will pay a portion of the net amount due to Merchant as set forth below (in order to account for B2B VAT/GST considerations in the applicable jurisdictions based on the Outbound Country specified in the Service Form), while the remaining portion will be paid by the 7th day of the following calendar month. The initial payment percentages for weekly reconciliation are: UK or EU: 80%; New Zealand: 85%; Australia or Japan: 90%; Singapore: 92%; Taiwan: 95%. In the reconciliation occurs on a monthly basis, or with respect to jurisdictions where no B2B VAT/GST or similar tax applies, Global-e will pay the full net amount due to the Merchant within three (3) business days of the invoice date.
15.5. All fees and other amounts due under the Agreement are stated, due and payable in the Currency stated in the Service Form.
SCHEDULE A
SELF-BILLING MANDATE
[This Schedule is applicable for Merchants where self-billing is indicated as the invoicing method in the Service Form. For Merchants operating outbound France, the France-specific Self-Billing Mandate set forth below shall apply instead]
This Self-Billing Mandate (the “Mandate”) is an agreement with respect to the self billing procedure between Global-e (in this Mandate, the “self-biller”) and Merchant (in this Mandate, the “self-billee”) and form an integral part of the Agreement.
This Mandate is in effect as of the Effective Date and throughout the term of the Agreement, unless terminated earlier by either party in writing.
Terms not otherwise defined herein will have the meaning ascribed to them in the Agreement.
“Tax” in the context of this Mandate means (i) value added tax ("VAT") where the Outbound Country specified in the Service Form is the United Kingdom, European Union member states, Norway, Switzerland, South Africa, or Singapore; or (ii) goods and services tax ("GST") where the Outbound Country is Australia; (iii) goods and services tax ("GST") and provincial sales tax (“PST”) or harmonized sales tax (“HST”) where the Outbound Country is Canada (based on the relevant province); (iv) consumption tax where the Outbound Country is Japan; and (v) any equivalent registration-based consumption tax applicable in the Outbound Country where not otherwise specified above.
1. The self-biller (Global-e) agrees:
1.1. To issue self-billed invoices for all supplies made to it by the self-billee under the Agreement until the date on which the Agreement t is terminated or expires.
1.2. To complete self-billed invoices showing self-billee’s name, address and Tax registration number, together with all the other details which constitute a full Tax invoice.
1.3. To make a new self-billing agreement in the event that the Tax registration name changes.
1.4. To inform the self-billee if the issue of self-billed invoices will be outsourced to a third party.
2. The self-billee (Merchant) agrees:
2.1. To provide the self biller with all required information to enable self biller to issue the invoice with the required details therein
2.2. To accept invoices raised by the self-biller on their behalf until the date on which the Agreement is terminated or expires.
2.3. Not to raise sales invoices for the transactions covered by the Mandate.
2.4. To notify Global-e immediately if Merchant:
a. Changes their Tax registration number;
b. Ceases to be Tax registered; or
c. Sells its business, or part of such business
2.5. Merchant acknowledges that it is registered for Tax and will notify Global-e immediately if it ceases to be Tax registered.
SELF-BILLING MANDATE (FRENCH SPECIFIC)
[This Schedule is applicable for Merchants operating outbound France, where self billing is indicated as the invoicing method in the Service Form]
This mandate of self-billing is in effect as of the Effective Date and throughout the term of this Agreement (the “Mandate”) between Global-e and the Merchant and form an integral part of the Agreement. This Mandate is in effect unless terminated earlier by either party in writing. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
It has been agreed and decided as follows:
Article I: Object of the Mandate, Self-Billing Mandate
The Merchant hereby gives exclusive mandate to Global-e, who accepts, to issue in the name and on behalf of the Merchant the invoices relating to the supply of goods by Merchant to Global-e under the Agreement, in accordance with article 289,I-2 of the French tax code or any other future provision.
Article II: Duration of the Mandate
This Mandate is effective as of the as of the Effective Date of the Agreement, and for a period of 1 year. Thereafter, this Mandate is automatically renewable by tacit agreement from year to year. termination of this Mandate may be made by either party at any time, by providing a seven (7) days prior written notice.
Article III: Obligations of Global-e
Global-e will establish the invoices for supplies and goods covered by this Mandate, in the name and on behalf of the Merchant. Global-e undertakes that the invoices issued by it in the name and on behalf of the Merchant in application of this Mandate, present the same forms as if they had been issued by the Merchant himself, in particular with respect to the mandatory information covered by the tax and commercial regulations. Global-e shall give the Merchant a copy of each invoice issued in the name and on behalf of the latter to the email address provided by the Merchant.
Article IV: Obligations of the Merchant
The Merchant retains full responsibility for its legal and fiscal obligations in terms of invoicing for invoices issued in its name and on its behalf by Global-e in application of this Mandate, in particular with regard to VAT obligations.
In this context, Merchant expressly undertakes to:
Declare the VAT collected at the time of its eligibility to the tax authorities;
Pay the VAT mentioned on the invoices under this Mandate to the tax authorities;
Immediately claim the duplicate of the invoice if the latter has not been made available by Global-e within the time limits and under the conditions specified herein; and,
Notify Global-e in writing without delay of any modification in the information relating to the identification of the Merchant.
Article V: Contestation of invoices issued on behalf of the Merchant
In accordance with the provisions of article 242 nonies annex II of the French Tax Code, invoices issued under this Mandate will not need to be formally authenticated by the Merchant. The Merchant may, however, dispute the information contained in the invoices for services drawn up under this Mandate, within 3 days of the issuance of said invoices. In the event of a dispute, the Merchant will immediately issue a corrective invoice.
This mandate of self-billing is in effect as of the Effective Date and throughout the term of this Agreement (the “Mandate”) between Global-e and the Merchant and form an integral part of the Agreement. This Mandate is in effect unless terminated earlier by either party in writing. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.
It has been agreed and decided as follows:
Article I: Object of the Mandate, Self-Billing Mandate
The Merchant hereby gives exclusive mandate to Global-e, who accepts, to issue in the name and on behalf of the Merchant the invoices relating to the supply of goods by Merchant to Global-e under the Agreement, in accordance with article 289,I-2 of the French tax code or any other future provision.
Article II: Duration of the Mandate
This Mandate is effective as of the as of the Effective Date of the Agreement, and for a period of 1 year. Thereafter, this Mandate is automatically renewable by tacit agreement from year to year. termination of this Mandate may be made by either party at any time, by providing a seven (7) days prior written notice.
Article III: Obligations of Global-e
Global-e will establish the invoices for supplies and goods covered by this Mandate, in the name and on behalf of the Merchant. Global-e undertakes that the invoices issued by it in the name and on behalf of the Merchant in application of this Mandate, present the same forms as if they had been issued by the Merchant himself, in particular with respect to the mandatory information covered by the tax and commercial regulations. Global-e shall give the Merchant a copy of each invoice issued in the name and on behalf of the latter to the email address provided by the Merchant.
Article IV: Obligations of the Merchant
The Merchant retains full responsibility for its legal and fiscal obligations in terms of invoicing for invoices issued in its name and on its behalf by Global-e in application of this Mandate, in particular with regard to VAT obligations.
In this context, Merchant expressly undertakes to:
Declare the VAT collected at the time of its eligibility to the tax authorities;
Pay the VAT mentioned on the invoices under this Mandate to the tax authorities;
Immediately claim the duplicate of the invoice if the latter has not been made available by Global-e within the time limits and under the conditions specified herein; and,
Notify Global-e in writing without delay of any modification in the information relating to the identification of the Merchant.
Article V: Contestation of invoices issued on behalf of the Merchant
In accordance with the provisions of article 242 nonies annex II of the French Tax Code, invoices issued under this Mandate will not need to be formally authenticated by the Merchant. The Merchant may, however, dispute the information contained in the invoices for services drawn up under this Mandate, within 3 days of the issuance of said invoices. In the event of a dispute, the Merchant will immediately issue a corrective invoice.
