Griddy ShopHK On-Demand Warehousing & Fulfilment Agreement

1. Scope Of Services:

1.1. The Griddy On-Demand Warehousing & Fulfilment Services are tailored for Small and Medium Enterprises (SMEs) and include warehousing, inventory storage, order fulfilment, and related services as described in the selected package tier found at Griddy Service Page.

1.2. Griddy ShopHK Services are rendered through Synagie’s appointed third-party logistics and warehousing partners (“Fulfilment Partners”) located within Hong Kong SAR listed under the applicable plan.

1.3. Client acknowledges that warehousing and fulfilment operations are executed by independent Fulfilment Partners appointed by Synagie in Hong Kong.

1.4. While Synagie shall exercise reasonable diligence in selecting competent partners, Synagie disclaims any liability for errors, losses, or damages arising from acts, omissions, or negligence of Fulfilment Partners.

By subscribing, the Client agrees to be bound by this Agreement.

In both cases, Synagie acts strictly as an administrative facilitator and not as a legal representative or principal manufacturer of the Client’s products.

2. Griddy ShopHK Packages & Subscription

2.1. Package Tiers: Griddy ShopHK is offered in tiered packages with varying monthly entitlements for storage, inbound processing, and outbound fulfilment.

2.2. Subscription: Clients must subscribe to the Griddy ShopHK Package Tier that best suits their operational needs. Only one Griddy ShopHK package tier may be active per Client account at any given time.

2.3. Recurring Fees: Griddy ShopHK subscription fees are charged on a monthly recurring basis, over a 30-day billing cycle,from the first date of purchase (“Effective Date”) Subscription details are available at: Griddy ShopHK Plans.

2.4. Entitlement Usage: Monthly entitlements are valid for 30 days from the subscription date and cannot be carried forward or refunded.

2.5. Overage & Continuation: If the Client exhausts the monthly entitlement before the end of the subscription period, continued service requires the purchase of the Griddy VAS (ShopHK)add-on package: VAS Package.

2.6. Collection of Deposit: 1-month refundable deposit, valued at the Package Tier subscribed, shall be collected with the 1st month of any subscription of Package Tier.

3. Inbound Deliveries

3.1. Notification: Client must provide advance notification of product details and arrival schedule via Synagie’s platform.

3.2. Delivery Terms: All deliveries must be madeDDP (Delivered Duty Paid) to the assigned fulfilment location. The Client shall bear all costs including freight, insurance, customs duties, taxes, and levies.

3.3. Product Condition: Products must be delivered in good condition, conforming to the quantities and shelf-life indicated in the Inbound Order.

3.4. Inspection & Rejection:

1. Fulfilment Partners may reject deliveries in full or in part based on discrepancies, visible damage, or insufficient shelf-life.
2. Receipt confirmation by Synagie or its Fulfilment Partners does not imply absence of damage or loss.

4. Product Title

4.1Ownership: Title to the Products remains with the Client at all times. Synagie shall not acquire any proprietary interest.

5. Liability for Stock Loss or Damage

5.1. Limited Liability: Synagie shall only be liable for losses or damages:

1. Identified during annual official stock count;
2. Not previously accounted for or assigned;
3. Caused by gross negligence or willful misconduct of Synagie’s staff, agents, or subcontractors.

5.2. Compensation Basis: The liability of Synagie is the net variance of the stock reconciliations made to the system multiplied by the landed standard cost or replacement costs of the Products, whichever is lower, a deducting one-percentage (1%) shrinkage allowance of the value of Products handled during the 12 month period.

For the avoidance of doubt, any claims, disputes, or requests for compensation by the Client arising from or in connection with such stock reconciliations must be submitted in writing within three (3) months from the date of completion of the full stock count and reconciliation. Any claims submitted beyond this period shall be deemed waived and shall not be entertained or accepted by Synagie under any circumstances.

5.3. Exclusions: Synagie is not liable stock loss and damage of Products due to :

1. Natural shrinkage, or weight loss;
2. Damage from inherent product qualities, poor packaging, leakage;
3. Concealed or undetectable damages at receipt.
4. Loss or damage of shipment handed over to the eCommerce platform appointed last mile delivery service providers.

6. Limitation of Liability

6.1. Synagie and its Fulfilment Partners shall not be liable for any indirect, incidental, punitive, or consequential damages arising from service use.

6.2. Synagie’s total liability shall be limited to the Subscription fees paid by the Client for Griddy on-demand and Fulfilment services, cap at a maximum of three (3) months preceding the claim event.

7. Product Insurance

7.1. Client Responsibility:Products stored with Synagie appointed Fulfilment partner are not insured by Synagie. Clients are solely responsible for obtaining adequate product insurance.

7.2. Acknowledgement:Client acknowledges Synagie has advised procurement of insurance regardless of product value and warrants such coverage has been obtained.

8.1. Client acknowledges that returns or cancellations may be subject to the guidelines and terms of the respective eCommerce platforms.

8.2. Synagie shall not be liable for

1. Returns or cancelled parcels that are lost in transit;
2. Items disposed of by logistics providers or platform operators in accordance with platform policies;
3. Any customs issues, duties, or restrictions related to the importation/exportation of goods.

8.3. Product and Inventory Withdrawal: Client must purchase the Inventory Withdrawal package in order to withdraw stipulated Products and Inventory units from the warehouse.

9.1. Term: Subscription to Griddy SHopHK services shall commence from the Subscription Date.

9.2.Suspension of Service: Synagie reserves the right to suspend services if any of the Monthly entitlements has been exhausted or for any unpaid dues or breach of the Agreement.

9.3. Termination for Convenience: Client may terminate with 45 days’ written notice to Synagie at any time within the Term.

9.4. Termination for Convenience: Client must retrieve all remaining stock within 30 calendar days at its own cost, including the purchase of the Inventory Withdrawal package.

9.5. Failure to Retrieve:If retrieval is not completed in time, Synagie may:

1. Charge another month of Griddy ShopHK subscription; or
2. Dispose of the products and charge the Client accordingly.
3. Costs of the charges of the above

9.6. Refund of Deposit: Synagie shall make a refund of any balance of the Deposit collected from the Client after all disengagement proceedings have been completed.

10. Representations & Warranties

10.1. Client Representations:

1. Client has the authority to enter into this Agreement.
2. Client’s products are lawful for storage, fulfilment, and distribution.
3. Products are properly labelled, packaged, and declared in accordance with applicable regulations.

10.2. Warranties Disclaimer: Synagie does not warrant that the services will be uninterrupted or error-free. Except as expressly provided, Synagie disclaims all warranties, express or implied, including merchantability and fitness for purpose.

11. Force Majeure means any circumstance not within a party's reasonable control, including, without limitation:

11.1. Synagie shall not be held liable for service delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, governmental restrictions, or third-party disruptions.

12. General Provisions

12.1. Amendments:

12.2.The Synagie Contracting Entity is Synagie Hong Kong Limited, a company incorporated in Hong Kong, with its registered address at 5/F International Trade Tower, 348 Kwun Tong Road, Kowloon Hong Kong, SAR.

12.3. Governing Law: These Terms entered into with you for your access or use of our Platform, are governed by and shall be construed in accordance with the laws of Hong Kong, SAR.

12.3. All disputes, differences or questions arising out of these Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these Terms or of any matter whatsoever arising under these Terms, which have not been settled amicably within thirty (30) days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the HKIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto.

12.4. Entire Agreement:These Terms, together with any referenced documents, represent the full understanding between Synagie and the Client.