Terms of service
Sample B2B Terms of Service for corporate-merch sourcing relationships. Intended as a template — review with your own counsel.
Important. This page is a sample / template intended as a starting point for B2B clients. The legally binding terms for any actual engagement are those in the executed Master Services Agreement. Customers should always review terms with their own counsel before signing.
1. Definitions
"Service" means the corporate merchandise sourcing, production, decoration, fulfillment, and related services provided by us. "Client" means the legal entity entering into the Master Services Agreement. "Order" means a purchase order placed under the agreement. "Personal Data" has the meaning given in the applicable data protection laws (GDPR, UAE PDPL, Cyprus PDPL, KVKK, CCPA, etc.).
2. Scope of services
Subject to the executed Master Services Agreement, we provide sourcing of corporate merchandise across our 6 served countries (Armenia, Cyprus, Georgia, Serbia, Turkey, UAE), including supplier selection, production management, decoration (silkscreen, embroidery, digital print, sublimation, laser, debossing), quality control, logistics, and delivery on the contracted Incoterm (typically DDP).
3. Orders and acceptance
Orders are placed via signed PO, punch-out catalog, or accepted email order form. We confirm acceptance within 1 business day. Confirmed orders are binding on both parties. Cancellation and modification rules are set out in the MSA.
4. Pricing and payment
Pricing is set per quote and locked for the validity period stated on the quote (typically 60 days). Payment terms default to Net 30 days from invoice; alternative terms (Net 45, prepayment, milestone) may be agreed in the MSA. Late payment may incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
5. Quality and acceptance
Goods are inspected to AQL 2.5 (visual) / 1.0 (critical) prior to dispatch. Client has 30 days from delivery to raise any quality claim. Disputed goods are subject to an agreed inspection process; remedies are repair, replacement, or refund at our reasonable discretion.
6. Intellectual property
Client retains all rights in its trademarks, logos, and designs. By submitting designs to us, Client grants us a non-exclusive, worldwide, royalty-free license to use those designs solely for the purpose of fulfilling Orders. We retain rights in our own production know-how, tooling specifications, and software.
7. Confidentiality
Each party will keep the other's confidential information confidential and use it only for the purposes of the agreement. Confidentiality obligations survive termination for 5 years.
8. Data protection
Where we process Personal Data on behalf of Client (typically recipient names and addresses for fulfillment), we act as Processor. The Data Processing Agreement (DPA) governs that processing — see DPA summary. Applicable laws include GDPR, UAE PDPL, Cyprus PDPL, KVKK (Turkey), and CCPA (where Californian recipients are involved).
9. Sustainability and compliance
We commit to maintain audit documentation (EcoVadis, Sedex, OEKO-TEX, REACH, RoHS as applicable) at the levels stated in the MSA. Material changes to certification status are communicated to Client within 30 days.
10. Liability
To the extent permitted by law, our aggregate liability under the agreement is limited to the fees paid by Client in the 12 months preceding the claim. We exclude liability for indirect, consequential, or punitive damages, except for liability that cannot be excluded by law (gross negligence, willful misconduct, death or personal injury, fraud).
11. Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control: natural disasters, war, government action, pandemic, customs disruption, infrastructure failure. Affected party will notify within 5 business days and use commercially reasonable efforts to mitigate.
12. Term and termination
The agreement runs for the term stated in the MSA (typically 12, 24, or 36 months). Either party may terminate for material breach with 30 days' written notice and opportunity to cure. Termination does not affect Orders already in production unless mutually agreed.
13. Governing law and disputes
Governing law and dispute-resolution forum are set out in the MSA. We typically agree to the law of Client's home jurisdiction or, where mutually preferred, the law of England and Wales (LCIA arbitration). Disputes are first to be resolved by good-faith negotiation, then by mediation, before formal proceedings.
14. Sanctions and export
Both parties warrant they are not subject to sanctions and will comply with applicable export-control laws (EU, US OFAC, UK, UN). End-use and end-user information may be requested for compliance verification.
15. Anti-bribery
Both parties comply with applicable anti-bribery laws (UK Bribery Act, US FCPA, local equivalents). No facilitation payments. Gifts and hospitality follow our internal policy and any applicable Client policy.
16. Notices
Formal notices are delivered to the contacts named in the MSA, by email and registered post. Operational communications use the day-to-day channels agreed in the relationship.
17. Changes to these terms
This sample template may be updated without notice. The terms binding on any specific engagement are only those in the signed MSA at the time of that engagement.
Contact: legal@merch.am for questions about a specific engagement.