Terms of Service

Capitalized terms have the meanings set out in Schedule A — Glossary. Headings are for convenience only.

"Including" means "including without limitation." Singular includes plural and vice versa.

References to legislation include amendments and re-enactments. Monetary amounts are in Canadian dollars unless otherwise stated.

PrepKingz provides receiving, inspection, storage, preparation, photography, fulfillment, returns processing, cross-docking, reporting, and related logistics services for Client-owned goods under these Terms and the fee schedule on the Client Portal.

PrepKingz does not act as customs broker, freight forwarder, insurer, tax advisor, or legal advisor. We do not test product safety or compliance, arrange export permits, or provide refrigerated, bonded, or hazardous storage without a written addendum.

We may refuse, quarantine, or discontinue services where goods are prohibited, unsafe, misdeclared, contaminated, infringing, overdue for payment, or pose excessive risk.

Client must submit complete, accurate Advance Shipment Notices (ASN) at least 24 hours prior to delivery, including SKU, quantity, HS code, value, weight, dimensions, lot/serial numbers, expiry dates, and hazard classes.

Client warrants that all goods, labels, packaging, and documentation comply with applicable Canadian federal, provincial, and foreign laws. Client is solely responsible for customs clearance, duties, taxes, export controls, and sanctions compliance.

Client shall maintain all-risk cargo insurance covering 100% of replacement cost while goods are at, in transit to/from, or handled by PrepKingz, naming PrepKingz as additional insured. Invoices are due net 7 days; late amounts accrue interest at 1.5% per month.

With a valid ASN, PrepKingz performs carton-level counts and exterior-damage checks. An Inspection Report is uploaded within 24 hours.

Expanded inspection (piece-counts/QC) is available at published rates. PrepKingz provides no warranty that goods are fit, authentic, or compliant.

Client must dispute any receiving discrepancy within 3 business days or the report is final.

Goods are stored in a dry, alarm-monitored facility maintained between 10–25 °C. PrepKingz is not liable for temperature or humidity fluctuations within this range or beyond its reasonable control.

Storage is billed monthly. A long-term surcharge applies after 90 days. Abandoned goods may be disposed of after 120 days of non-payment or inactivity.

Active inventory storage is included for the first 5 days at published tiers. Beyond that, storage is billed per box or pallet at published rates.

Prep services (labeling, poly-bagging, kitting, etc.) are performed per Client instructions. Standard SLA is ≤ 2 business days for ≤ 500 units.

Errors ≤ 10% are considered industry-standard and do not constitute breach. Liability for prep errors is limited to re-work or credit of the prep fee.

Rush or expanded prep beyond standard SLA may be available at published or quoted rates.

Unless Client designates a carrier or account, PrepKingz ships via its carriers and charges actual cost plus 10% handling.

Title and risk transfer to Client when goods are tendered to the carrier (Incoterm EXW, Montréal, QC). Client bears all carrier risks and claims.

PrepKingz has no liability for delays, seizure, duties, taxes, carrier errors, Amazon FBA discrepancies, or platform chargebacks.

Client instructs disposition of returns within 14 days. Otherwise PrepKingz may restock, liquidate, or dispose at Client expense.

Client is solely responsible for initiating and financing any product recall. PrepKingz acts only as a logistics agent and is indemnified for all recall costs.

Disposal of non-sellable or abandoned inventory is billed at published or quoted rates.

Current rates are posted on the Client Portal. PrepKingz may adjust fees with 30 days notice.

Disputed charges must be submitted in writing within 10 days of invoice. Undisputed amounts remain payable on schedule.

Weekly invoicing in CAD, net 7 days. A card on file is required. Late balances carry 1.5% per month interest.

PrepKingz's total liability (including negligence) is limited to the lesser of: (a) CAD $5 per lb of lost or damaged goods; or (b) service fees paid in the previous 3 months.

PrepKingz is not liable for indirect, special, punitive, exemplary, incidental, or consequential losses including lost profits, sales, goodwill, business interruption, or platform suspension.

Services are provided "AS IS," "WHERE IS," and "AS AVAILABLE" without express or implied warranties including merchantability, fitness for a particular purpose, or non-infringement.

Client shall defend, indemnify, and hold harmless PrepKingz, its affiliates, directors, employees, and agents from all claims, damages, penalties, fines, liabilities, costs, and expenses (including legal fees).

Indemnification covers claims arising from Client's breach of these Terms, unsafe or infringing goods, product recalls, customs or regulatory violations, and Client's negligence, fraud, or willful misconduct.

This indemnification obligation survives termination of the agreement.

Each party shall protect the other's Confidential Information with no less than reasonable care and use it only for performing the agreement.

PrepKingz processes Personal Information in accordance with PIPEDA and Québec's Bill 64 (Law 25).

Client warrants it has obtained all necessary consents for personal data it provides to PrepKingz.

Term is continuous from the Effective Date until terminated on 30-day written notice or immediately for breach, insolvency, or sanctions violation.

Upon termination, all unpaid fees become immediately due. Client must remove goods within 14 days or storage and liquidation charges apply.

PrepKingz may suspend services for non-payment, misdeclared goods, or regulatory risk without prior notice where safety requires it.

PrepKingz holds a warehouseman's lien and purchase-money security interest (PPSA, Civil Code of Québec articles 2279 ff.) on goods to secure all outstanding amounts.

PrepKingz may sell or dispose of goods to satisfy the debt after required notices.

Client authorizes filing of financing statements and related documents necessary to perfect the security interest.

Neither party is liable for delay or failure caused by events beyond reasonable control.

Force majeure includes acts of God, epidemics, strikes, cyber-attacks, government action, and carrier disruptions.

Timeframes are extended for the duration of the force majeure event.

These Terms are governed by the laws of Québec and the federal laws of Canada applicable therein, excluding conflict-of-law rules.

Disputes not resolved by good-faith negotiation within 30 days shall be finally resolved by binding arbitration under the Canadian Arbitration Association Rules in Montréal, in English, before a single arbitrator.

The parties waive any right to commence or participate in class, collective, or representative actions.

Client and PrepKingz will not offer, authorize, or accept bribes or corrupt payments.

Both parties will comply with Canada's Corruption of Foreign Public Officials Act and similar anti-corruption laws.

PrepKingz may request Know-Your-Client (KYC) documentation and suspend services if not provided.

Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.

PrepKingz does not provide legal, tax, or financial advice. Client should consult qualified professionals for regulatory and tax matters.

PrepKingz's role is limited to logistics services as described in these Terms.

Sections concerning fees, lien, confidentiality, limitation of liability, indemnification, governing law, arbitration, and obligations which by their nature should survive, shall survive termination.

Termination does not relieve Client of payment obligations for services rendered prior to termination.

Return of Confidential Information and final settlement of outstanding invoices occur upon termination.

These Terms, the Client Portal fee schedule, and any written addenda constitute the entire agreement between the parties.

PrepKingz may amend these Terms by posting revised terms and emailing notice at least 30 days in advance.

Continued use of Services after the effective date of amended Terms constitutes acceptance.