Pre-Purchase Acknowledgement: Acknowledgement is required before making a purchase. All sales are final. By agreeing to the terms and conditions, the Company acknowledges that it waives its right to dispute or challenge any fees paid to Supplilab through its bank or financial institution. This includes fees related to memberships, selected upsells, order amounts, or any financial exchange conducted through any medium selected by the purchaser and issued to Supplilab. If a dispute is initiated, a copy of these terms and conditions will be provided to the bank, and it is agreed by default that Supplilab will prevail, as all sales are final and the ability to dispute is irrevocably waived by the purchaser.

Independent Contractor Agreement – Terms and Conditions Form: This Agreement is made as of the initial date of purchase (“Effective Date”), between the Subscriber (either an individual or Subscribing Company paying the contractor and clicking on AUTHORIZE OR COMPLETE PURCHASE, referred to as “Company”) and Supplilab, a Texas-based company with its principal place of business at 106 East 6th Street, Austin, Texas 78701, USA.

A separate version of these terms with company details is the first step of your onboarding process. Acceptance of terms is required at the time of purchase.

WHEREAS Clauses:

  • The Parties wish to enter into an agreement to perform certain services required by and for the benefit of the Company.
  • The Company wants to retain the Contractor to perform these services as an independent contractor.
  • The Company wishes to compensate the Contractor as outlined in Section 4 of this Agreement.

NOW, THEREFORE, the Parties agree as follows:

Work to be Performed: The Contractor will provide the services specified in Exhibit A (referred to as “Specified Work”) in exchange for the compensation outlined in Section 4. All additional items must be paid by the Company to the Contractor for inclusion.

  1. Term:
    • This Agreement starts on the Effective Date and continues unless terminated as allowed herein. It terminates at the end of the prepaid service period after written notice from either Party, according to Section 12 provisions.
  2. Materials and Labor:
    • Materials: The Contractor will supply all necessary materials, tools, equipment, and services for the Specified Work, as detailed in Exhibit A.
    • Labor: The Contractor will employ sufficient skilled workers to complete the Specified Work to industry standards. Delays caused by the Company’s failure to complete steps accurately or in order will affect timelines.
  3. Compensation:
    • Payment: The Company will pay the Contractor as outlined in the Compensation Schedule in Exhibit B. The Company may terminate the agreement at any time, but all sales are final, and refunds are not available. The Company retains access to services until the end of the payment period.
    • Fringe Benefits: As independent contractors, the Parties are not entitled to employee benefits except for those specified in Exhibit B.
    • Waiver of Payment Dispute: Services begin immediately, and the Company waives any right to dispute payments with their card service. Disputes will be handled internally, and services remain available through the end of the renewal date.
  4. Taxes:
    • Payment: Each Party is responsible for determining and paying any applicable taxes related to this Agreement, indemnifying the other against such taxes.
    • Reporting: The Company will issue an IRS Form 1099 to the Contractor for payments of $600 or more in a tax year. The Contractor is responsible for reporting payments under $600 to the IRS.
  5. Warranties:
    • Each Party warrants it has the necessary authority, is not restricted by government regulations, has no conflicting third-party agreements or pending legal actions, and holds the necessary licenses and permits.
    • Survival: These warranties and indemnifications survive the execution, performance, and termination of this Agreement.
  6. Termination:
    • Either Party can terminate this Agreement with or without cause before completing the Specified Work, compensating the other Party for completed work. If the Company is past due on payment, it must pay to bring the account current. “Cause” means a material misrepresentation or breach of this Agreement.
  7. Default:
    • If a Party defaults, the non-defaulting Party will give notice, and the defaulting Party has three business days to cure the default. If not cured, the non-defaulting Party may seek remedies.
  8. Remedies:
    • The non-defaulting Party may terminate the Agreement or seek legal remedies if a default is not cured.
  9. Force Majeure:
    • No Party is liable for delays caused by circumstances beyond their control, except for the payment of money. Affected Parties must notify others and use diligent efforts to resume performance.
  10. Change Orders:
    • Changes to the Specified Work must be in writing and approved by all Parties, with fee adjustments agreed upon in writing.
  11. Notices:
    • All communications must be in writing and delivered by hand, courier, facsimile, e-mail, or certified mail to the addresses provided.
  12. Governing Law:
    • This Agreement is governed by the laws of the State of Texas, USA, without regard to conflict of law provisions.
  13. Indemnification:
    • The Company indemnifies the Contractor against third-party claims arising from breaches of representation or warranty, infringement of intellectual property, or non-compliance with foreign laws.
  14. Relationship of the Parties:
    • The Parties are independent contractors, not employees or agents of each other. Each Party is responsible for their taxes and liabilities.
  15. Successors and Assigns:
    • This Agreement binds the Parties and their successors and assigns. The Company cannot assign rights or obligations without the Contractor’s consent.
  16. Waivers:
    • No waiver is effective unless in writing and signed by the waiving Party. Failure to exercise any right does not constitute a waiver.
  17. Survival:
    • Representations, warranties, and agreements survive any investigation and closing of transactions.
  18. Merger Clause:
    • This Agreement represents the final and entire agreement, superseding all prior agreements.
  19. Modification:
    • This Agreement can only be modified in writing signed by all Parties.
  20. Severability:
    • If any part of this Agreement is invalid or unenforceable, the rest remains in effect.
  21. Attorney’s Fees:
    • The prevailing Party in a dispute is reimbursed for reasonable legal fees and costs.
  22. Counterparts/Electronic Signatures:
    • This Agreement may be signed in counterparts, with electronic signatures deemed binding.

EXHIBIT A – Specified Work:

  1. Brand Management:
    • Contractor actions based on the selected plan, subject to change. No refund policy applies. The subscription period is monthly, yearly, or indefinite, with continued access through the paid period.
  2. Product Sales:
    • Contractor offers products at listed prices, with ownership and risk transferring upon fulfillment. Discrepancies must be reported within three days. Remedies include replacement, repair, or refund for manufacturing defects.
  3. Fulfillment:
    • Products are shipped to the specified recipient. Shipping charges and risks are the Company’s responsibility. Delays may occur, and the Contractor is not liable for shipment dates.
  4. Exclusive Supplier:
    • The Company agrees to purchase products exclusively from the Contractor for the term and two years post-termination. Liquidated damages of $1,000 per day apply for breaches.
  5. Use of Marks:
    • The Company provides marks for products, warranting ownership and granting a non-exclusive license to the Contractor.
  6. Unlabeled Manufactured Products:
    • Contractor stores unlabeled products, with the Company responsible for label compliance. Contractor reviews are advisory and do not replace legal counsel.
  7. Release of End Recipient Data:
    • Company agrees to release customer order data to the Contractor, its affiliates, and partners as needed for fulfillment.

EXHIBIT B – Compensation Schedule:

  1. Subscription Payments:
    • Monthly payments on the anniversary date, with a $59 late fee for payments beyond five business days. Non-payment may result in service interruption and file deletion.
  2. Product Purchases:
    • Additional sums for product purchases and upsells as per the catalog. Company waives the right to dispute amounts owed.
  3. No Refunds:
    • No refunds are available. Services remain accessible until the end of the payment period.
  4. Taxes:
    • Each Party is responsible for their taxes related to the transactions.

EXHIBIT C

PRODUCT CATALOG

See online Catalog for most current versions. 

EXHIBIT D

PURCHASE ORDERS / INTEGRATION ORDERS

If “company” utilizes a 3rd party or custom website or app, the company is solely responsible for working to integrate to Shipstation and must do so at their sole expense.