Unless otherwise defined in this Offset Terms (“Offset Terms”) document, capitalized terms shall have the meaning given to them in Company’s Terms and Conditions. These Offset Terms shall apply if your applicable mutually executed Order Form specifies that you are (a) receiving the Loop Return Portal software service under any “Offset” Billing Structure or (b) receiving any “Offset” add-on. These Offset Terms supplement the Company’s Terms and Conditions.
1. Definitions: The following definitions shall apply to the following phrases as used within these Offset Free Terms:
1.1 Offset Return Service: An inventory item, or other configuration, which (if included in an End Users final checkout order) shall permit the End User to perform returns and/or exchange for all non-excluded items contained within the order and related to the original order through the Loop Return Portal at no further additional shipping cost to the End User, subject to Merchant’s return and/or warranty policy.
1.2 Offset Purchase Orders: Orders placed by an End User with the Offset Return Service item included.
1.3 Non-Offset Purchase Returns: Returns initiated which are not initiated in connection with an Offset Purchase Order.
1.4 Offset Purchase Fee: Fee assessed for the Offset Return Service Item.
1.5 End-User Charges: Any Handling Fee and any Offset Purchase Fee.
1.6 User Offset Fees: collectively the Offset Purchase Fee and End-User Charges.
2. Offset Feature Generally: The Offset feature (“Offset Service”) will provide Merchant with (a) software as a service functionality to sell to End Users (through the Loop Return Portal) the Offset Return Service on Merchant Sites; and (b) access to the Loop Return Portal. Merchant shall remain responsible for (x) the logistics related to outbound delivery of products; (y) for ensuring that End Users have access to free returns where such free returns are required by applicable law and accurately reflecting this information in your Return Policy and Merchant Site; and (z) for providing Company with any fees Company requests in connection with returns/exchanges from orders made before the Offset Return Service item was available to End Users. The Offset Service may only be available (and obligations in Section 4 only apply) to orders and returns originating and ending in the United States (unless otherwise noted).
3. Return Policy: While Merchant is under the Offset Billing Structure, Merchant shall post a return policy and/or warranty policy which, at a minimum:
3.1 specifies applicable deadlines for when returns and/or exchanges must be either initiated and/or completed;
3.2 specifies how an End User can identify products that are not eligible to be returned and/or exchanged;
3.3 permits legally required reimbursement (at Merchant’s expense) of any Handling Fee in connection with any return that law would require such return/exchange to be free and advises the End User accordingly; and
3.4 specifies what is afforded to End Users that purchase Offset Return Service and include language in substantial conformity with the following within a section of your policy dedicated to describing returns/exchanges under Offset Return Service:
“Subject to our return/exchange rules (such as deadlines and final sale rules), if you purchased the Return Service Item, you shall be permitted to send back eligible items contained within that order at no further additional shipping cost through the methods we make available to you. Other non-shipping fees (if any) still apply. If you do not purchase the Return Service, you may still send back purchased items (subject to our rules) by paying any applicable fees that are posted on the date that you initiate your return or exchange.”
4. End User Charges: *This Section 4 shall only apply if Merchant is on the “Offset-Free” billing structure.* If Merchant fails to timely deliver User Offset Fees, Company may (in addition to any other remedies) suspend delivery of or access to the Loop Return Portal Service by the Merchant and/or its End Users (which shall not relieve Merchant from paying outstanding invoice(s)).
4.1 Return Logistics: Company shall, as part of the Offset Return Service, provide End Users with either (a) fully-paid return labels; and/or (b) returns via in-person return bars if Merchant also selected the In-Person Return Service. Company shall be entitled to select the shipping label providers and carriers related to these labels. Company, however, shall not be responsible for the status, condition or ultimate delivery of returned items.
4.2 Charge setting: Merchant shall make available the Offset Return Service item, and charge (at a minimum) the reasonable amount Company sets for the “Floor Price” of (a) the Offset Purchase Fee; and (b) the Handling Fees. Company may adjust both Floor Prices once per two-week period to cover the cost of Merchant Returns and for services related to the Loop Return Portal by giving seven (7) days advance notice to Merchant. Company shall invoice twice per every month period, and Merchant shall be obligated to pay to Company, the total of (a) the [Offset Purchase Fee Floor Price] multiplied by [the total number of Offset Purchase Orders] and (b) the [Handling Fee Floor Price] multiplied by [the total number of Non-Offset Purchase Returns] (collectively, “User Offset Fees”). If various Handling Fees apply, this formula shall be modified as necessary. Merchant may be given the functionality to assess, and retain for itself, an additional amount above the Floor Prices (“Merchant Adjustment”). Merchant, however, shall not reduce the Floor Prices (including with any discount code reducing the amount End Users pay for Offset Return Service).
5. Changes, Updates, and Upgrades: Company reserves the right, without prior approval from or notice to Merchant, to make changes to the Offset Feature. Merchant acknowledges that its failure to timely update the Offset Feature (to the extent possible) may prevent the Offset Feature from functioning, and that Company will have no liability for such modification.
6. Fit for Purpose: Merchant shall make its own assessment of whether use of the Offset Feature and/or the offering of Offset Return Service are compliant with all applicable laws, regulations, and rules.
7. Happy Returns Obligations: *This Section 7 shall only apply if Merchant is on the “Offset Free” billing structure.* If Merchant receives the In-Person Returns Services provided by Happy Returns LLC (or one of its affiliates, successors or assigns) (“Happy Returns”), pursuant to a direct contractual agreement with Happy Returns (rather than as resold by Company), Company agrees to pay the monthly financial obligation to Happy Returns on Merchant’s behalf while Merchant is receiving the Loop Return Portal Software under the Offset Billing Structure. Merchant, however, shall not agree to any increase in the per-item return rates (or any other rate structure or fees) without Company’s express written consent. The payment obligations shall not extend to any of the following agreed to by Merchant and Happy Returns (i) minimum commitment fee imposed for failure to give timely notice of termination; or (b) early termination fees. Merchant consents for Happy Returns to disclose the fee rates that they have agreed to on an ongoing basis.
8. Wind Down: Upon delivery of Merchant’s termination notice or Merchant’s movement to a different payment structure as permitted by Company, Company shall not be obligated to perform the obligations under Section 4.1 and Company shall not be obligated to offer the Offset Return Service item. Additionally, the Parties shall work in good faith to wind down the remaining aspects of offering of the Offset Return Service.