Terms of service

Version 1.0 — last updated 25 July 2026

1. Definitions

“Angler”, “we”, “us” means [REGISTERED COMPANY NAME] (Company No. [COMPANY NUMBER]), registered at [REGISTERED ADDRESS]. “You”, “the Client” means the business named in the Service Order. “Goods” means your stock held by us. “Service Order” means the signed document setting out your agreed rates, expected volumes and start date. “Rate Card” means our published schedule of charges. “Working Day” means Monday to Friday excluding England and Wales bank holidays. “DPA” means the Data Processing Agreement between us.

2. The agreement

2.1 These terms apply to all services we provide to you, to the exclusion of any terms you seek to impose or incorporate, including anything printed on a purchase order or delivery note.

2.2 The contract comes into effect when you sign the Service Order, or when you first send Goods or orders to us, whichever is earlier.

2.3 We may update these terms. We will give you at least 30 days' written notice of any change that materially affects you, and you may terminate without penalty before it takes effect.

3. Our services

3.1 We will provide the services set out in your Service Order, which may include receiving and putting away stock, storage, pick and pack, dispatch, Amazon FBA preparation and forwarding, and returns processing.

3.2 We will provide the services with reasonable skill and care, in accordance with these terms and your reasonable written instructions.

3.3 We are an independent contractor. Nothing in this agreement makes either of us the agent, partner or employee of the other, and we do not sell your Goods or contract with your customers.

4. Onboarding and integration

4.1 We will connect your sales channels and configure your SKUs, packaging rules and dispatch preferences at no charge during onboarding.

4.2 You are responsible for the accuracy of the data in your sales channels, including SKU codes, product dimensions and weights, and delivery addresses. We pick and ship on the basis of the data we receive.

4.3 Where an integration relies on a third-party platform, we are not responsible for that platform's availability, changes to its interfaces, or errors in the data it sends us.

5. Your obligations

You will:

• give us accurate and complete information about your Goods, including SKU, weight, dimensions, value, and any hazard, temperature, fragility or handling requirement;
• ensure the Goods are lawful to store and to ship, are safe, and comply with all applicable product safety, labelling, import, export and consumer law;
• hold all licences, registrations and rights, including intellectual property rights, needed for us to store and ship the Goods;
• give us the VAT, EORI and business-verification information we need to meet our obligations under Section 18, and tell us promptly if any of it changes;
• keep your account in credit or pay our invoices on time; and
• tell us in advance about promotions, product launches or seasonal peaks that will materially increase volume, so we can staff for them.

6. Goods we will not handle

6.1 You must not send us, and we may refuse or return at your cost, any Goods that are: counterfeit, stolen or infringing; illegal to possess or supply; hazardous, explosive, flammable, corrosive, radioactive or classified as dangerous goods for transport; live animals, plants or perishable food requiring temperature control unless expressly agreed in writing; human or animal remains or bodily fluids; firearms, ammunition, weapons or parts; controlled drugs; tobacco, vapes or nicotine products unless expressly agreed in writing and duty-paid; alcohol unless expressly agreed in writing; currency, bullion, precious stones or negotiable instruments; or Goods requiring an age-verified or licensed delivery unless expressly agreed in writing.

6.2 If prohibited Goods reach our premises we may quarantine, return or dispose of them, and report them to the relevant authority where the law requires. You will reimburse our reasonable costs of doing so.

7. Delivery of stock to us

7.1 Send us stock only with an advance shipping notice giving expected arrival date, carrier, SKUs and quantities. Deliveries arriving without one may be refused or booked in on a delayed basis.

7.2 We will book stock in within 2 Working Days of arrival where an advance shipping notice was given, and will tell you about any shortage, overage or visible damage.

7.3 We check quantities against the advance shipping notice and inspect for visible external damage. We do not inspect for quality, authenticity, conformity or fitness for purpose unless you buy inspection as a separate service.

7.4 Goods must be labelled and packaged so they can be safely stored and handled. Unlabelled, unbarcoded or poorly packaged stock may be charged at our published handling rates to make it ready.

8. Title, risk and insurance

8.1 Title to the Goods stays with you at all times. We take possession as a bailee, not as owner, and we do not acquire any interest in the Goods except the lien in Section 15.

8.2 Risk in the Goods stays with you throughout, except to the extent loss or damage is caused by our negligence or breach of this agreement while the Goods are in our possession.

8.3 You must insure your Goods. You will maintain, at your own cost, all-risks insurance covering the full replacement value of your Goods while they are stored with us and in transit. We are not your insurer, our own cover does not extend to the full retail value of your stock, and our liability is capped as set out in Section 17.

8.4 We maintain public liability and, where applicable, warehouse and employer's liability insurance appropriate to our operation. Details are available on request.

9. Storage and stock accuracy

9.1 Storage is charged per the Rate Card by the unit of storage you occupy, measured monthly. We may move your Goods within our premises, or to another site we operate, at our discretion and cost.

9.2 We will keep a stock record and make it available to you. You should check it and tell us within 10 Working Days if you believe it is wrong.

9.3 We carry out periodic cycle counts. Where a count shows a shortfall, we will investigate. A cumulative annual shrinkage of up to 0.5% of units handled is treated as normal operational tolerance and is not a breach of this agreement; above that, Section 17 applies.

9.4 We may dispose of Goods that are unsellable, hazardous, or that you have abandoned, after giving you 30 days' written notice and an opportunity to collect them. Section 15 applies where charges are outstanding.

10. Dispatch and service levels

10.1 Orders received, paid and free of holds before our published same-day dispatch cut-off on a Working Day will be dispatched that day. Orders received after the cut-off will be dispatched the next Working Day.

10.2 Our published cut-off may change at peak periods. We will give you notice of any change.

10.3 Dispatch means handed to the carrier. We control the time up to that point. We do not control transit time, and Section 11 applies.

10.4 Service levels are suspended where an order is on hold for stock-out, a payment or fraud flag, an incomplete address, a channel error, or an event under Section 22.

11. Carriers and delivery

11.1 We select carriers appropriate to each order unless your Service Order specifies otherwise. Carriers act as independent contractors under their own terms.

11.2 Once a parcel is handed to the carrier, delivery is the carrier's responsibility, not ours. Carriers cap their liability for loss and damage, often far below the retail value of the contents. We will pursue a claim against the carrier on your behalf where you ask us to and give us the evidence needed, and we will pass on to you whatever we recover, but we are not liable for the carrier's failure, delay, loss or damage beyond that.

11.3 Where you instruct us to use your own carrier account, all liability, service and claims sit between you and that carrier.

12. Returns

12.1 Where you buy returns processing, we will open, inspect and grade returns within 3 Working Days of arrival, and restock, hold, return or dispose of them per your standing instructions.

12.2 Grading is a commercial judgement made in good faith by trained staff. It is not an authentication or technical testing service.

12.3 You are responsible for refunds, for your own returns policy, and for compliance with consumer law. We do not communicate with your customers unless you instruct us to.

12.4 Unidentifiable returns — no order reference, no recognisable SKU — are held for 60 days and then treated under clause 9.4.

13. Charges, invoicing and payment

13.1 Charges are those in your Service Order, and otherwise those in the Rate Card current at the time the work is done. Charges exclude VAT, which is added at the prevailing rate.

13.2 We invoice monthly in arrears for activity, and monthly in advance for storage, unless your Service Order says otherwise.

13.3 Invoices are payable within 14 days of the invoice date, unless your Service Order gives different terms. We may require a deposit or payment in advance for new accounts or after a payment failure.

13.4 Carrier charges, duties, import VAT, disbursements and any third-party fees we pay on your behalf are recharged at cost plus any handling fee stated in your Service Order.

13.5 If you pay late, we may charge interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend dispatch on 5 Working Days' written notice while the account is overdue. Suspension does not stop storage charges accruing.

13.6 You may not withhold or set off any amount against our invoices. If you dispute part of an invoice, tell us within 10 Working Days with your reasons and pay the undisputed balance on time.

14. Changing our prices

14.1 We may change the Rate Card on 30 days' written notice, no more than once in any 12-month period, except for the pass-throughs in clause 14.2.

14.2 Carrier surcharges, fuel surcharges, duties and statutory cost increases are passed through at cost as and when the carrier or authority imposes them, with notice as soon as we have it.

14.3 If a Rate Card change under clause 14.1 increases your typical monthly cost by more than 10%, you may terminate on 30 days' written notice without penalty, given within 30 days of our notice.

14.4 Rates assume the volumes and profile in your Service Order. If your actual profile differs materially — heavier items, more units per order, unusually large or slow-moving stock — we will discuss a revised rate with you before applying one.

15. Our lien over your goods

15.1 We have a general lien over all Goods in our possession for all sums you owe us, whether or not those sums relate to the particular Goods held. While the lien applies we may refuse to release or dispatch any Goods.

15.2 If sums remain unpaid 30 days after we give you written notice that we are exercising the lien, we may sell the Goods, apply the proceeds against the sums owed and our reasonable costs of sale, and account to you for any balance. You remain liable for any shortfall.

15.3 We will not exercise the power of sale over Goods that are subject to a genuine, notified dispute about the underlying invoice while that dispute is being pursued in good faith.

16. Claims and time limits

16.1 Tell us about a shortage, mis-pick, damage or other service failure in writing, with the order or consignment reference, within 10 Working Days of the event or of when you should reasonably have discovered it.

16.2 Claims notified after that period, and any claim brought more than 6 months after the event, are not recoverable.

16.3 Where we accept a mis-pick or mis-ship caused by us, our remedy is to re-pick and re-ship the correct item at our cost, or to credit the fulfilment charge and the cost value of the lost unit, subject to Section 17.

17. Liability

17.1 Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot lawfully be limited.

17.2 Subject to clause 17.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, sales, anticipated savings, goodwill, reputation, business opportunity, or for account suspension by a marketplace, however arising.

17.3 Subject to clause 17.1, our liability for loss of or damage to Goods while in our possession is limited to the lower of your documented cost price and [£X PER UNIT] per unit, and in any event to [£X PER EVENT] for any one event or series of connected events. We are not liable for the retail value, resale margin, or the value of a set where only part is affected.

17.4 Subject to clause 17.1, our total liability for all other claims in any 12-month period is limited to the total charges you paid us in the 12 months before the claim arose, or [£X ANNUAL CAP] if that is greater.

17.5 We are not liable for loss or damage caused by inherent defect, natural deterioration, inadequate packaging or labelling supplied by you, incorrect data you supplied, your instructions, or the act or omission of a carrier or other third party.

17.6 These limits reflect the fact that the charges for our services are a small fraction of the value of the Goods, that title and risk in the Goods remain with you, and that you are required to insure them under clause 8.3. Both parties agree these limits are reasonable on that basis.

18. Compliance, HMRC and due diligence

18.1 Where the HMRC Fulfilment House Due Diligence Scheme applies to our business, we are legally required to carry out due-diligence checks on our clients, to keep specified records, and to notify HMRC of clients we have reason to believe are not meeting their UK VAT or customs obligations.

18.2 You will provide the information and documents we reasonably request for those checks, and will keep them current.

18.3 We may refuse to handle Goods, suspend the services, or terminate immediately, if you do not provide that information, or if we have reasonable grounds to believe the Goods or your trading are non-compliant. We are required in some cases to notify HMRC and may be prohibited from telling you that we have done so.

18.4 You are responsible for your own VAT registration and returns, import duties, customs declarations, product compliance and marketplace obligations. We do not act as your importer of record or as your VAT agent.

19. Data protection

19.1 For the personal data inside the orders we handle, you are the controller and we are the processor. That processing is governed by the Data Processing Agreement between us, which forms part of this agreement and is available on request.

19.2 For our own business data — your account contacts, billing records and correspondence — we are the controller, and our privacy policy applies.

19.3 Each party will comply with the UK GDPR and the Data Protection Act 2018.

20. Confidentiality

Each party will keep the other's confidential information confidential, use it only to perform this agreement, and disclose it only to people who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law or a regulator. This clause survives termination by 3 years.

21. Term, termination and exit

21.1 This agreement runs from the start date in the Service Order until terminated. There is no minimum term unless your Service Order says otherwise.

21.2 Either party may terminate for convenience on 30 days' written notice.

21.3 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of written notice, becomes insolvent, or has an administrator or receiver appointed.

21.4 We may suspend or terminate immediately under clauses 6.2, 13.5 or 18.3.

21.5 On termination you must pay all outstanding charges and collect your Goods within 30 days. We will pick, pack and load exit stock at our published handling rates, and storage continues to accrue until the Goods leave. We will provide a final stock report and, on request, an export of your order data in a common format.

21.6 We will not release Goods while sums are outstanding — see Section 15.

22. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including fire, flood, extreme weather, epidemic, war, terrorism, civil unrest, industrial action affecting third parties, carrier network failure, failure of utilities or telecommunications, cyber attack, or acts of government. The affected party will tell the other promptly and work to mitigate. If the event continues for more than 30 days, either party may terminate on written notice.

23. General

23.1 Entire agreement. The Service Order, these terms, the Rate Card and the DPA are the whole agreement between us and replace anything said or written before. Neither party relies on any statement not set out in them. This does not limit liability for fraudulent misrepresentation.

23.2 Subcontracting. We may subcontract parts of the services, including carriage and overflow storage, and remain responsible for the performance of our subcontractors.

23.3 Assignment. Neither party may assign this agreement without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole business.

23.4 Non-solicitation. Neither party will, during the term and for 6 months afterwards, knowingly solicit the other's staff who have been directly involved in the services. A general public advertisement is not solicitation.

23.5 Notices. Formal notices must be in writing to the registered address, or by email to the address in the Service Order with confirmation of receipt.

23.6 Waiver and severance. A failure to enforce a term is not a waiver of it. If any term is held unenforceable, the rest continues in force.

23.7 Third parties. No one other than the parties has any right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

24. Governing law

This agreement, and any dispute arising out of it, is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.