Terms of Service

These Terms of Service ("Agreement") govern the relationship between PrepA2Z ( 7701 Southern Dr, Suite R, Unit# A3D, Springfield, VA 22150) and the customer ("Client", "you") who registers for or uses our prep center services.

1. Acceptance of Terms

By registering an account, submitting inventory, or otherwise using PrepA2Z services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. PrepA2Z reserves the right to update or modify these terms at any time. Changes will be communicated via email or portal notification at least 10 days before taking effect. Continued use of services after the effective date constitutes acceptance.

2. Services

PrepA2Z provides receiving, inspection, labeling, packaging, warehousing, and fulfillment services for e-commerce sellers. Our services include but are not limited to:

• Receiving and verifying inbound shipments
• FNSKU labeling and barcode application
• Poly bagging, bubble wrapping, and protective packaging
• Product bundling and kit assembly
• Quality inspection and condition verification
• Inventory storage and warehouse management
• Outbound shipping to Amazon FBA, Walmart WFS, and other marketplace warehouses

3. Payment Terms

All invoices are due within 15 days of issuance (Net 15). Late payments are subject to a fee of 5% of the outstanding balance (minimum $25). PrepA2Z reserves the right to hold outbound shipments and suspend services if any payment is overdue. When a credit card is on file, auto-pay may be applied to outstanding balances at PrepA2Z's discretion.

A processing fee of 3% applies to all credit card transactions.

4. Inbound Shipment Requirements

Customers must create an inbound order via the PrepA2Z portal at least 48 hours before shipment arrival. Each inbound order must include:

• Itemized SKU list with product descriptions
• Expected quantities per SKU
• Carrier tracking numbers

Shipments arriving without advance notice may be quarantined and are subject to a $50 release fee before processing can begin.

5. Receiving & Inventory

PrepA2Z verifies box and pallet counts against the inbound order upon receipt. Individual piece counts inside sealed cases are not performed unless specifically requested and paid for as an add-on service. Customers will be notified of any quantity discrepancies via the portal. PrepA2Z is not responsible for inventory variances of 5% or less per SKU.

6. Prep & Shipping Timelines

Estimated processing timelines are as follows:

• Under 500 units: 1–3 business days
• 500–2,000 units: 3–5 business days
• Over 2,000 units: Timeline provided by account manager

All timelines are estimates and do not constitute a guarantee of specific fulfillment speeds. Actual processing time may vary based on volume, complexity, and warehouse capacity.

7. Risk of Loss & Insurance

Customer retains ownership of all goods stored at PrepA2Z facilities. Risk of loss remains with the customer while goods are in storage. Customer is responsible for maintaining insurance coverage for the full replacement value of all stored inventory. PrepA2Z maintains general warehouse liability insurance but this does not cover the full value of client goods.

8. Limitation of Liability

PrepA2Z's total liability for any and all claims shall not exceed the total service fees paid by the customer in the preceding 12 months. In no event shall PrepA2Z be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost sales, or business interruption.

All claims for lost or damaged inventory must be submitted in writing within 5 business days of discovery. Claims submitted after this period are waived.

9. Abandoned Inventory

If a customer account remains unpaid for 30 days, PrepA2Z may suspend all services including holding outbound shipments. If the account remains unpaid for 60 days, PrepA2Z reserves the right to liquidate stored inventory to recover outstanding fees. Customer forfeits ownership of goods up to the total amount owed. PrepA2Z will provide 14 days written notice before any liquidation action.

10. Confidentiality

Both parties agree to maintain the confidentiality of proprietary business information shared during the engagement, including but not limited to pricing, supplier details, sales volumes, and customer lists. This confidentiality obligation survives for 2 years after termination of services.

11. Termination

Either party may terminate this agreement with 30 days written notice sent via email. Upon termination, the customer must retrieve or arrange shipment of all stored inventory within 30 days of the termination date.

Inventory remaining after the 30-day retrieval window is subject to the Abandoned Inventory policy described in Section 9. All outstanding invoices become immediately due upon termination.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. Any disputes arising from this agreement shall be resolved in the courts of Fairfax County, Virginia.

13. Indemnification

Customer agrees to indemnify, defend, and hold harmless PrepA2Z, its officers, employees, and agents from any and all third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from the customer's products, business practices, marketplace violations, intellectual property disputes, or breach of these Terms of Service.

14. Force Majeure

Neither party shall be held liable for failure or delay in performing obligations due to causes beyond reasonable control, including but not limited to natural disasters, pandemics, government orders, labor disputes, utility failures, acts of terrorism, or civil unrest. The affected party shall provide prompt notice and resume performance as soon as reasonably practicable.

15. Entire Agreement

These Terms of Service, together with any custom pricing agreements or service orders, constitute the entire agreement between PrepA2Z and the customer. Any modifications to these terms must be in writing and agreed upon by both parties. If any provision of this agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.