Terms of Service

Introduction

These Terms of Service govern your use of services provided by SamVertex F.Z.E. By using our services, you agree to these terms. If you do not agree, please do not use our services.

These terms are a legally binding agreement between you (the "Merchant" or "Customer") and SamVertex F.Z.E ("SamVertex," "we," "us," "our").

Who we are

SamVertex F.Z.E operates under license 52199 in Ajman Free Zone, United Arab Emirates. Our warehouse is located at Ras Al Khor Industrial Area 2, Dubai, UAE.

Our services

SamVertex provides third-party logistics (3PL) and e-commerce enablement services including:

• Warehousing and storage
• Pick, pack, and fulfillment
• Last-mile delivery across the UAE
• Freight services (sea and air, including from China)
• Customs clearance
• Amazon FBA and FBM preparation
• Noon marketplace support
• Returns handling
• E-commerce consulting

Specific services you use are defined in your account setup and ongoing operational agreements. Services may evolve over time and we reserve the right to modify or discontinue services with reasonable notice.

Account setup and eligibility

To use our paid services, you must:

• Be at least 18 years old and legally capable of entering contracts
• Provide accurate, complete, and current information
• Hold a valid business license if required for your goods or jurisdiction
• Comply with all UAE laws and the laws of any jurisdiction where your goods originate or are destined

You are responsible for maintaining accurate information on your account and notifying us of material changes.

Pricing and payment

Pricing

Our standard rates are published on our website and in service proposals. Current rates include:

• Warehousing: AED 85 per CBM per month
• Fulfillment and prep: per-unit rates quoted at onboarding
• Delivery: per-order rates based on destination and weight
• Freight and customs: quoted per shipment

Rates may change with 30 days notice. Continued use of our services after notice constitutes acceptance of updated rates.

Invoicing

We invoice monthly in AED. Invoices are issued after the end of each service month and include all charges for services rendered that month.

Payment terms

• Due date: 15 days from invoice date (Net 15)
• Payment methods: Bank transfer, Stripe, or other methods specified on the invoice
• Currency: UAE Dirham (AED)

Late payment

Invoices unpaid after 15 days incur a late fee of 2% per month on the outstanding balance, compounded monthly until paid.

If an invoice remains unpaid for 30 days, we may suspend services until payment is received. You remain responsible for paying all outstanding amounts including accrued late fees.

Non-payment and inventory lien

If an invoice remains unpaid for 60 days:

• We may terminate your account
• We retain a possessory lien over your inventory held in our warehouse until all outstanding amounts, including late fees and reasonable collection costs, are paid in full
• After 90 days of non-payment, we may dispose of inventory held under lien, with proceeds first applied to outstanding amounts, remainder returned to you if any

We will provide written notice before exercising these rights.

Your responsibilities as a merchant

You agree to:

• Provide accurate inventory information including SKU details, quantities, dimensions, and declared values
• Ensure all goods comply with UAE law and any applicable destination jurisdiction laws
• Pay invoices on time
• Properly label and document goods for import, storage, and shipment
• Maintain adequate insurance for your inventory beyond our coverage if you determine additional coverage is needed
• Not use our services for any prohibited items (see below)
• Not misrepresent the nature, value, or contents of goods

Our responsibilities as your 3PL

We agree to:

• Store your goods safely in our warehouse using industry-standard practices
• Handle, pick, pack, and ship according to your instructions and our published service levels
• Maintain reasonable insurance coverage on goods under our care
• Provide accurate inventory visibility through our dashboard and APIs
• Communicate operational issues promptly
• Follow UAE law and industry standards

Prohibited items

You may not store, ship, or handle through SamVertex services any of the following:

• Items illegal under UAE law or the law of any destination country
• Weapons, ammunition, explosives, or military equipment
• Narcotics, controlled substances, and illegal drugs
• Alcohol and tobacco products (unless you hold appropriate UAE licenses and have written authorization from us)
• Live animals or plants
• Perishable goods requiring cold chain beyond our stated capability
• Hazardous materials, flammables, corrosives, radioactive materials, or compressed gases
• Counterfeit, pirated, or trademark-infringing goods
• Human remains or body parts
• Items requiring specific UAE import permits that you do not hold
• Items exceeding our facility size or weight limits without prior written agreement
• Any goods that would violate our insurance coverage or create legal liability for us

If we discover prohibited items in our facility, we may refuse service, remove or dispose of the items at your cost, report the matter to authorities where legally required, and terminate your account.

Liability

Our liability for goods

Our liability for loss or damage to your goods while in our care is limited to:

• Per incident: AED 10,000 per SKU, OR the declared value of the SKU, whichever is lower
• Per month: total liability in any calendar month capped at the aggregate monthly fees you paid in the 12 months prior

For goods with value exceeding AED 10,000 per SKU, you must declare the higher value in writing at onboarding. We may require additional coverage or decline to accept the goods.

What we are liable for

We are liable for loss or damage to your goods caused by our negligence or breach of these terms while goods are in our warehouse or being handled by our staff.

What we are not liable for

We are not liable for:

• Damage or loss caused by factors beyond our reasonable control (acts of God, force majeure, government action, customs delays, carrier failure, theft despite reasonable security measures)
• Damage or loss caused by inadequate packaging by you or your suppliers
• Consequential, indirect, incidental, or punitive damages
• Lost profits, lost sales, or business interruption
• Damage to goods that were already damaged before reaching our facility
• Delays caused by circumstances outside our control

Insurance

We carry warehouse and transit insurance covering goods in our care up to our liability limits. Insurance claims require timely written notice (within 7 days of discovering the issue) and reasonable cooperation from you in documenting the claim.

Service level expectations

We aim to meet these standards:

• Receiving: inbound goods processed within 48 business hours of arrival
• Fulfillment: orders picked and packed within 24 business hours of receipt
• Delivery: UAE delivery within 1 to 2 business days from dispatch (conditions permitting)

These are targets, not guarantees. Actual performance depends on factors including order volume, goods availability, carrier performance, and force majeure. We communicate delays promptly when they occur.

Termination

You can terminate

You may close your account at any time by:

• Providing 30 days written notice
• Paying all outstanding invoices
• Arranging removal or transfer of your inventory from our facility within the notice period

If inventory remains after the notice period, we charge ongoing storage fees and may treat the inventory as abandoned after 90 additional days.

We can terminate

We may terminate your account immediately for:

• Non-payment beyond 60 days
• Violation of these terms, including prohibited items
• Fraudulent activity
• Conduct that endangers our staff, facility, or other merchants' goods
• Legal requirements

For non-immediate terminations, we provide 30 days written notice. In all cases, outstanding obligations survive termination.

Confidentiality

Each party will keep confidential any information obtained from the other that is marked confidential or would reasonably be understood to be confidential. This obligation survives termination for 3 years.

Intellectual property

Your goods remain your property. Our platform, software, branding, and processes remain our property. Neither party transfers intellectual property rights to the other except as explicitly agreed in writing.

Force majeure

Neither party is liable for failures or delays caused by circumstances beyond reasonable control, including natural disasters, pandemics, war, terrorism, government action, customs holds, carrier failures, or infrastructure outages. The affected party must notify the other promptly and work to resume performance as soon as possible.

Changes to these terms

We may update these terms from time to time. Material changes are communicated at least 30 days before they take effect through the website or by email. Continued use of our services after changes take effect constitutes acceptance of the updated terms.

Governing law and disputes

These terms are governed by the laws of the United Arab Emirates and the regulations of Ajman Free Zone.

Disputes are resolved as follows:

1. The parties will first attempt good-faith negotiation
2. If unresolved after 30 days, either party may refer the dispute to mediation
3. If mediation fails, disputes are subject to the exclusive jurisdiction of the Ajman Free Zone courts, with the option to agree in writing to arbitration instead

Severability

If any provision of these terms is found unenforceable, the remaining provisions continue in effect.

Entire agreement

These terms, together with any specific service agreements signed between us, constitute the entire agreement between you and SamVertex.

Contact us

For questions about these terms:

• Email: [email protected]
• Phone: +971 50 636 8857
• Address: Ras Al Khor Industrial Area 2, Dubai, United Arab Emirates

SamVertex F.Z.E, License 52199, Ajman Free Zone, UAE