1. Agreement to Terms

These Terms and Conditions constitute a legally binding agreement between Reprise Logistics Inc. ("Reprise," "we," "us," or "our") and the client ("Client," "you," or "your") engaging our services. By signing a service agreement or using our services, you agree to be bound by these terms.

2. Services

Reprise Logistics provides the following services to apparel and ecommerce brands:

• Return label generation and customer communication

• Inbound receiving and package inspection

• Item photography and condition grading

• Refund processing on behalf of the client

• Steaming, retagging, and restock preparation

• Weekly analytics reporting

• Grade A and recovered Grade B inventory storage

• Outbound fulfillment of Grade A and recovered Grade B inventory
  
  

Services are performed Monday through Friday, excluding federal holidays. Refunds are triggered on the same business day

that items are inspected. Add-on services are available exclusively to active returns management clients.

3. Client Responsibilities

By engaging Reprise Logistics, the Client agrees to:

• Provide Reprise with limited staff access to their ecommerce platform (e.g., Shopify) for the sole purpose of processing customer refunds in accordance with the Client's stated return policy

• Provide accurate product valuations at contract signing for liability calculation purposes

• Communicate their return policy clearly and in writing prior to service commencement

• Specify item disposition preferences for Grade A, B, and C items at contract signing

• Provide 30 days written notice for any changes to disposition preferences

• Maintain accurate and up-to-date contact information
  
  

4. Payment Terms

Reprise Logistics charges a per-unit processing fee for each returned item received and processed. A one-time platform fee is charged upon contract signing to cover onboarding and system setup. Monthly minimums apply regardless of return volume in a given month. Carrier costs for return label generation and outbound restock shipments are passed through to the Client at cost with no markup. Invoices are issued monthly and are due within 15 days of the invoice date. Late payments are subject to a 1.5% monthly interest charge. All fees are subject to quarterly review. Reprise reserves the right to adjust pricing with 30 days written notice to the Client.

5. Item Disposition

All returned items are inspected and assigned a condition grade upon receipt. Client disposition preferences are established at contract signing and govern how each grade of item is handled. Reprise will not deviate from agreed disposition preferences without written authorization from the Client. Reprise Logistics may, at the Client's election, purchase Grade C items directly from the Client at a pre-agreed rate. This arrangement is disclosed in full at contract signing and constitutes no conflict of interest when agreed to in writing by both parties.

6. Liability

Reprise Logistics' liability for any lost or damaged item is limited to the wholesale cost of that item as documented and agreed upon by the Client at contract signing. Reprise is not liable for pre-existing damage to returned items. All items are photographed upon receipt, and this documentation serves as the record of condition at intake. Reprise Logistics is not liable for indirect, incidental, consequential, or punitive damages arising from the performance or non-performance of services. Our total liability to the Client in any given month shall not exceed the total fees paid by the Client in that month.

7. Confidentiality

Reprise Logistics will not disclose Client return data, product information, pricing, inventory levels, or any operational details to any third party without express written consent from the Client. This obligation survives termination of the service agreement.

Weekly reports and all condition data generated by Reprise are the property of the Client. Reprise may use aggregated and anonymized data for internal performance analysis, provided no Client-identifying information is included.

8. Data Security

Reprise Logistics maintains secure access controls for all Client platform credentials. Access is limited to authorized personnel only and is revoked immediately upon contract termination. Client credentials are never stored in plain text and are managed through secure credential management practices.

9. Term and Termination

This agreement is month-to-month. Either party may terminate with 30 days written notice. Upon termination, Reprise Logistics will return all Client inventory held in our facility within 14 business days at the Client's shipping cost. All outstanding invoices are due in full upon termination. Reprise reserves the right to terminate service immediately and without notice in the event of non-payment exceeding 30 days, fraudulent activity by the Client, or material breach of these terms.

10. Governing Law

These Terms and Conditions are governed by the laws of the State of California. Any disputes arising from this agreement shall be resolved through binding arbitration in Orange County, California, in accordance with the rules of the American Arbitration Association.

11. Changes to These Terms

Reprise Logistics reserves the right to update these Terms and Conditions at any time. Clients will be notified of material changes with a minimum of 30 days written notice. Continued use of our services following notice constitutes acceptance of the updated terms.

12. Contact

For questions regarding these Terms and Conditions, please contact us at:

Reprise Logistics Inc.
20331 Lake Forest Drive Suite C7, Lake Forest, CA 92630.
returns@repriselogistics.com
+1 (352) 363-7101