General Terms of Service

1. Parties

These terms govern the contractual relationship between:

2. Purpose

The purpose of this document is to regulate the general terms under which SPO Logistics provides the Client with its logistics services for ecommerce and small parcel operations, including —but not limited to— intake, storage, preparation, packing, shipping and returns management.

These terms are complemented, where applicable, by the specific contract, commercial proposal or annexes signed between the parties, the latter prevailing in case of conflict.

3. Services provided

SPO Logistics offers, as a general rule, the following services:

• Stock intake: unloading, SKU verification, basic quality control and system registration.
• Storage: custody of the goods at the Provider's facilities under appropriate conditions.
• Order preparation (picking and packing): selection, packing and labelling of orders following the Client's instructions.
• Shipping: selection of the optimal carrier based on destination, weight, dimensions and committed lead time.
• Returns management: intake, verification, restocking or handling according to the Client's instructions.
• Reporting and tech integration: synchronisation with the Client's online store, access to the control panel and periodic reporting.

The specific services contracted and their particular terms are detailed in the commercial proposal or contract signed between the parties.

4. Contracting

Services are contracted by signing the specific contract or commercial proposal, where rates, estimated volumes and other particular terms are detailed.

Acceptance of these terms by the Client, whether in writing or through actual use of the services, implies full and unreserved knowledge and acceptance of them.

5. Fees and invoicing

Applicable fees will be those set out in the commercial proposal signed between the parties. Unless otherwise agreed, fees are pay-per-use, with no minimum fees or lock-in periods.

• Invoicing frequency: monthly, unless otherwise agreed. Invoices are issued in the first days of the month following service delivery.
• Payment method: [bank transfer / SEPA direct debit], within the term indicated on the invoice.
• Taxes: fees do not include VAT or any other taxes that may apply; these will be passed on to the Client in accordance with applicable law.
• Fee review: SPO Logistics may review fees with a minimum 30-day notice, with justification, for reasons such as significant changes in operating, tax or transport costs.
• Late payment: late payment will entitle the Provider to suspend services and claim default interest under Spanish Law 3/2004 against late payment.

6. Client's duties

• Provide the Provider with truthful, complete and up-to-date information about the goods, orders and shipping data.
• Ensure that the goods delivered are properly packed, labelled and identified for storage and handling.
• Not ship illegal, hazardous, perishable, refrigerated or specially regulated products, or products requiring specific conditions not contracted, unless expressly agreed in writing.
• Keep account information and billing details up to date.
• Pay invoices on time according to the agreed fees.
• Comply with the regulations applicable to its commercial activity, including consumer protection law.

7. Provider's duties

• Provide the services with the professional diligence appropriate to the logistics industry.
• Keep the Client's goods in proper conditions throughout the time they remain at the Provider's facilities.
• Meet the agreed deadlines and SLA, except in cases of force majeure.
• Provide the Client with access to information about the status of stock and orders.
• Maintain confidentiality regarding the Client's commercial information.
• Comply with applicable labour, tax and safety regulations.

8. Goods and insurance

The goods deposited at the Provider's facilities remain the Client's property at all times. SPO Logistics acts solely as a depositary and provider of logistics services.

The Client is responsible for taking out the insurance it deems appropriate to cover the value of its goods during storage and transport. SPO Logistics, in turn, holds the professional insurance policies appropriate to its activity, with the coverage and limits set out in its policies, available upon request.

9. Liability

SPO Logistics will be liable for direct damages caused to the Client by gross negligence or wilful misconduct in service delivery, up to the limits established in its insurance policies and applicable law, in particular Spanish Law 15/2009, of 11 November, on the contract for land transport of goods.

Indirect damages, loss of profit, loss of commercial opportunities, reputational damage and any consequential damages are excluded.

The Provider will not be liable for damages arising from:

• Incorrect, incomplete or outdated information provided by the Client.
• Goods improperly packed, mislabelled or not suitable for storage under standard conditions.
• Acts or omissions of third-party carriers, without prejudice to the actions it may take against them.
• Force majeure or unforeseen circumstances.

10. Confidentiality

The parties undertake to keep strict confidentiality regarding all information they access in the framework of the contractual relationship, including —without limitation— commercial data, product lists, prices, clients, suppliers, strategies and any information considered sensitive.

This confidentiality obligation will remain in force for 3 years after the end of the contract.

11. Data protection

When, in the framework of service delivery, SPO Logistics accesses or processes personal data on behalf of the Client (for example, data of shipment recipients), it acts as a data processor under art. 28 of the GDPR. In such cases, the parties will sign the corresponding data processing agreement, detailing purposes, data categories, security measures and applicable obligations.

For more information about the processing of personal data of Website Users, see the Privacy Policy.

12. Duration and termination

The contract will have the duration agreed in the commercial proposal or specific contract. Unless otherwise agreed, contracts will have no lock-in period and may be terminated by either party with a minimum notice of 30 days, by formal written communication.

Either party may also terminate the contract early in case of serious breach by the other party, following a written notice and a reasonable period for cure.

Upon termination of the contract, the Client must remove its goods from the Provider's facilities within a maximum of 30 days. After this period without removal, SPO Logistics may pass on additional storage costs and, ultimately, proceed in accordance with applicable deposit legislation.

13. Force majeure

Neither party will be liable for non-performance of its obligations when such non-performance is due to force majeure or unforeseen circumstances, understood as events that are unforeseeable or, if foreseeable, unavoidable, including —without limitation— natural disasters, armed conflicts, public health emergencies, governmental decisions, general strikes, prolonged interruption of essential supplies and similar.

14. Applicable law and jurisdiction

These terms are governed by Spanish law. For the resolution of any controversy that may arise in relation to the interpretation or execution of the contract, the parties expressly submit to the Courts and Tribunals of Barcelona, waiving any other jurisdiction that may correspond to them, unless mandatory law provides otherwise.