MARKETPLACE PREP – TERMS OF SERVICE
Last Updated: 1/12/26
Applies to Services performed on/after: 2/1/26
URL: www.marketplaceprep.com/terms
1. Introduction
These Terms of Service (“TOS”) govern operational procedures and warehouse rules for services (“Services”) provided by Marketplace Prep LLC (“Marketplace Prep,” “MP,” “we,” “us”) to any client (“Client,” “you,” “your”). These TOS apply to all Services performed at any MP operating location, including MP’s primary operating warehouse at 1925 Golden Heights Road, Suite 108–112 and 200–212, Fort Worth, TX 76177, and any additional locations MP may use for operations.
2. Relationship to MSA; Order of Precedence
If Client has executed a Master Services Agreement (“MSA”), the MSA governs. These TOS are incorporated by reference into the MSA and describe operational procedures only, not material deal terms. Order of precedence is: (i) a mutually executed amendment, (ii) Pricing Addendum / Order Form, (iii) MSA, and (iv) these TOS.
If no MSA exists, these TOS govern Services, and references to “MSA” mean the closest equivalent terms set forth in Client’s signed Pricing Addendum / Order Form and these TOS.
3. Acceptance of Terms
Client accepts these TOS by signing an MSA or Pricing Addendum, creating an account, tendering inventory, submitting orders, integrating systems, requesting Services, or continuing to store inventory with MP. If Client does not agree, Client must stop using Services and arrange removal of inventory after all outstanding amounts are paid.
4. Updates to These TOS (Aligned with the MSA)
MP may update these TOS from time to time. Material changes require at least fifteen (15) days’ prior notice as provided in the MSA. Non-material changes (clarifications, formatting, examples, administrative edits) may be effective upon posting. Immediate changes may be implemented where required for safety, legal compliance, or operational necessity as permitted by the MSA. The MSA controls all change-management rules. If a material change materially impacts Client’s costs or pricing, Client’s rights are governed by the Master Services Agreement, including any applicable right to terminate prior to the effective date of such change.
5. Definitions (Condensed)
“ASN” = advance shipment notification.
“Business Day” = Mon–Fri, 8:30am–5:00pm CST, excluding federal holidays.
“Client Data” = data or information, instructions provided by Client.
“Inventory” = goods owned by Client or held for Client’s financial benefit that are tendered to or stored with Provider.
“Tendered Inventory” = Inventory being serviced by Provider from the time it is physically received by Provider until it departs a Provider-controlled facility. Tendered Inventory is used solely for operational reference and does not modify risk of loss, liability allocation, or insurance obligations, which are governed exclusively by the MSA.
“Restricted Products” = products requiring approval.
“Wallet” = pre-funded billing Wallet.
“WMS” = MP’s warehouse management system.
“Demurrage” = charges assessed by carriers, ports, or terminals for the detention of freight beyond allowed free time.
“Accessorials” = additional charges imposed by carriers or terminals beyond base transportation rates, including but not limited to fuel surcharges, residential or delivery area surcharges, detention, demurrage, reconsignment, liftgate service, inside delivery, or similar fees.
6. Shared Warehouse Environment
MP operates a shared warehouse. Other clients, carriers, vendors, visitors, and service providers may be present. Client access is by appointment only and may be limited for security, safety, operational, or regulatory reasons.
7. Client Responsibilities (Operational)
Client must provide accurate SKUs, barcodes, ASNs, order data, and handling instructions; ensure products are lawful, safe, compliant, and properly packaged; maintain required insurance (per the MSA); fund the Wallet as required; respond promptly to MP requests; and avoid prohibited goods or obtain approval for Restricted Products. MP may rely on Client Data without independent verification.
8. Product Restrictions
8.1 Restricted Products (Pre-Approval Required). Food/ingestibles, supplements, cosmetics, lithium batteries/electronics, fragile glass/ceramics, high-value items, expiring/lot-tracked goods, hazmat, aerosols, temperature- or humidity-sensitive items, child-regulated products, CBD/hemp, alcohol/adult-signature items, and any goods requiring special storage, safety efforts, or security require prior written approval.
8.2 Prohibited Goods. No explosives/fireworks, weapons/ammunition, illegal drugs/controlled substances, biological agents/live animals, radioactive materials, highly hazardous chemicals, infested/contaminated goods, or perishables requiring refrigeration/freezing unless expressly approved in writing or goods that are illegal, counterfeit, stolen, or obtained or distributed in violation of applicable law or required manufacturer, brand, or distributor authorization.
8.3 Inspection & Quarantine. MP may inspect, open, sample, or quarantine Inventory if required by law, carriers, customs, or where MP reasonably suspects hazard or non-compliance. Client must provide instructions and any required Safety Data Sheets (SDS/MSDS) within forty-eight (48) hours. Storage fees accrue during holds not caused solely by MP.
9. Inbound Requirements (Scheduling, ASNs, Appointments)
All palletized/LTL/FTL/container inbound must be scheduled in advance. MP may refuse or reschedule unscheduled freight and charge refusal or reschedule fees. Marketplace Prep is not responsible for any carrier detention, demurrage, re-delivery, storage, or other freight charges arising from unscheduled deliveries, missed appointments, inaccurate or missing ASN/PO information, blackout date deliveries, carrier delays, or Client-caused non-compliance. Receiving hours are Mon–Fri, 9:00am–3:00pm CST, by appointment. Accurate ASN/PO, SKU lists, counts, lot/expiration (if applicable), carrier details, BOL, and SDS/MSDS (if applicable) are required. Missing or inaccurate information may result in fees, delays, refusal, or holds.
Peak Blackout Dates. MP may designate blackout dates to protect outbound stability and safety. Client is responsible for avoiding deliveries on blackout dates and bears all resulting carrier charges.
10. Packaging & Pallet Standards (Inbound)
Client is responsible for ensuring that mixed pallets and mixed-SKU cartons are reasonably organized, labeled, and documented to allow accurate receiving and inventory processing. Pallets must be stable, safely stackable, and suitable for mechanical handling. Pallets that are oversized, irregularly shaped, or non-standard are permitted provided they do not compromise safety, stability, or warehouse operations. MP may refuse, rework, re-palletize, or assess additional charges for pallets that, in MP’s reasonable judgment, present handling, safety, or storage issues.
Pallet dimensions, overhang, and configuration may vary based on product type (including bulky or oversized items), subject to Provider’s operational and safety requirements.
11. Receiving Procedures (Good-Faith Receiving)
MP uses good-faith receiving, including sampling and escalation. Full counts may be performed at Client expense when discrepancies recur or compliance requires. MP performs visual receiving inspection only, not full QC. Carrier damage claims are Client’s responsibility; cleanup or handling may be billable.
12. Storage
Storage begins upon physical receipt and assumption of operational control, or the day after arrival if delayed by Client or carrier issues. Storage is billed per assigned space and continues during Client-caused holds (missing instructions, nonpayment, Wallet deficiency, compliance review, quarantine, Client holds). MP may move Inventory for optimization; Client-requested or problem-driven movement may be billable as Special Projects.
13. Inventory Accuracy, Cycle Counts, and Investigations
Routine Inventory Control and Quality Assurance (“ICQA”) is not billable. Client-requested counts or investigations caused by Client Data errors are billable. Discrepancies are investigated using WMS history, audits, and reasonable methods. Liability and shrink are governed by the MSA. All billable counts, investigations, and related Services are billed in accordance with the applicable Pricing Addendum or Order Form.
14. Shrink and Claims (Operational Process; Liability per MSA)
Shrink within MP’s allowance (3% measured over a commercially reasonable period) is normal variance. Claims must be submitted within the MSA’s deadlines (including the 10-day notice). All compensation standards, caps, exclusions, and fault thresholds are governed by the MSA (including the $0.50/lb cap and gross-negligence standard).
15. Risk of Loss
Risk of loss is on Client during inbound transit until Marketplace Prep physically receives and assumes operational control of Inventory at a Marketplace Prep facility. Temporary delays in inspection, receiving, or recording Inventory in the WMS do not delay the transfer of operational control. Risk of loss is on Client for outbound shipments once Inventory is tendered to a carrier (including porch theft and carrier misdelivery).
16. Outbound Fulfillment
Orders must be submitted via approved systems. Email, phone, text, or WhatsApp is not an order method unless MP expressly acknowledges acceptance, in writing. Orders missing required data may be delayed; orders in processing may not be modified. An order is deemed “in processing” once it has been released to picking, packing, labeling, or carrier tender workflows, and any changes thereafter require cancellation and resubmission as a new order, subject to applicable fees. MP may prioritize fulfillment and outbound orders based on operational needs and safety.
17. Shipping Labels, Transportation Authority, and Carrier Terms
17.1 Limited Transportation Agency. To the extent MP purchases labels or arranges transportation, Client appoints MP as Client’s limited agent solely for tendering shipments. Client remains the shipper of record unless expressly agreed in writing and is responsible for all carrier charges, accessorials, penalties, undercharges, and compliance obligations.
17.2 Carrier Documents Govern. All shipments are subject to the applicable carrier’s bill of lading, waybill, tariff, service guide, or governing document, which may impose additional terms, limits, or charges.
17.3 Client Label Restrictions. Client-provided labels are permitted only for approved eCommerce platform (e.g. Amazon) partnered workflows unless approved in writing. Client bears all costs caused by incorrect or non-compliant labels.
18. Demurrage, Detention, and Undercharges
Client is solely responsible for all demurrage, detention, storage, redelivery, reconsignment, undercharges, fines, and accessorials assessed by carriers or terminals, regardless of whether MP is listed as shipper, consignee, or notify party. Client shall not designate MP as shipper or consignee without prior written consent. All costs arising from misdeclared freight or improper designation are Client’s responsibility.
19. Customs and Government Seizure
MP has no liability for Inventory seized, detained, delayed, forfeited, or destroyed by customs or any governmental authority due to regulatory non-compliance, documentation errors, or enforcement actions. Client is solely responsible for import/export and trade compliance. This section does not modify Provider’s limited responsibility for labeling or marking errors as expressly set forth in the Indemnification and Risk of Loss provisions of the MSA.
20. Cutoff Times, Peak Operations, and SLAs
MP may establish and adjust cutoff times, suspend targets during peak periods, and apply disclosed surge procedures. Performance targets are not guarantees unless included in a signed SLA Addendum. Client’s sole remedy for a missed guaranteed SLA is the service credit stated in that addendum.
21. Returns Processing
Returns processing is optional and billed per Pricing Addendum. MP performs visual inspection only unless otherwise agreed. Returns lacking identifying data may be quarantined, researched (billable), or disposed after notice.
22. Disposal, Donation, and Liquidation (Client-Initiated)
At Client’s request, Provider may assist with the disposal, donation, or liquidation of Inventory that Client no longer wishes to store or fulfill. Such Services are performed solely as an accommodation to Client and do not constitute a guarantee of recovery, value, or outcome. All such actions are subject to Provider’s operational capabilities and applicable law.
Written instructions identifying SKUs and quantities are required. Labor and third-party costs are billable. Disposal is irreversible. Donation receipts and tax treatment are Client’s responsibility. Liquidation outcomes are not guaranteed.
23. Special Projects
Non-standard work (sorting, relabeling/reboxing, kitting, manual counts, rework, custom packaging, reprocessing returns, etc.) is billed hourly or per scope, based on the applicable Pricing Addendum or as otherwise agreed in writing. Provider may require deposits or increased Wallet balances.
24. Billing Operations and Wallets
Wallets are used for shipping labels and variable charges and may expand to daily billing. Carrier rate increases and surcharges may be passed through immediately. Client may not withhold undisputed amounts.
Wallet Refunds on Closeout. Wallet balances are non-refundable during an active relationship. Upon termination and after all Inventory is removed and all amounts owed are paid in full, MP may refund any remaining Wallet balance after applying Wallet funds to outstanding or pending charges. Approved refunds will be processed within a commercially reasonable time, not to exceed forty-five (45) days.
25. Warehouse Lien and Abandonment
Warehouse lien and abandonment rights are governed by the MSA and Texas law. Inventory removal timelines after termination follow the MSA (30 days). MP may restrict access, withhold release, and pursue statutory remedies as permitted.
26. Time Limitation on Claims
Any claim relating to Services must be brought within the time limits set forth in the MSA, or if no MSA applies, within ninety (90) days of when the claim arose or reasonably should have been discovered, whichever is earlier.
27. Notices
Operational communications may occur via email, ticketing, portal notifications, or MP-created messaging channels. Legal notices are governed by the MSA.