Terms of Service for Contracted Clients
GEWS provides technology and Intl Direct-To-Consumer (DTC) related compliance and logistics services (the "Services") to enable wineries, merchants, and private clients (the "Customers") to track and deliver wine-related products (the "Products") to end consumers located in international destinations.
Gliding Eagle means either or both GEI and GEWS. Gliding Eagle, GEI, and GEWS may be used interchangeably in this Agreement.
Once the Customer signs a Subscription Service Order Form with Gliding Eagle to utilize the Services, the Customer is considered a Contracted Client (the "Client"). Both Gliding Eagle and the Client agree on the terms outlined below.
Section headings are for reference purposes only.
1) Scope of Services
All orders processed by Gliding Eagle are for intended personal consumption or samples only, unless specifically requested by the Client for other purposes and agreed upon by Gliding Eagle as exemptions. End customers are not permitted to resell any product shipped under this agreement unless specifically requested by the Client for other purposes and agreed upon by Gliding Eagle as exemptions.
The Client agrees to provide all requested and relevant information to Gliding Eagle for processing the Orders and performing Services in good faith. Gliding Eagle is not responsible for customs clearance and final delivery issues due to erroneous information supplied by the Client or the end customer, i.e., contact information, Product information with value declarations, and stated purpose.
1.1.1 Order Process
Here is the general outline of the ordering process. For the entire process description, review this Knowledgebase article.
- An end customer wishing to ship Product internationally places an Order with the Client, either in-person at a Client winery or other retail location, via telephone, email, or on the Client's website.
- When an end customer places an Order for an international shipment, the Client will either (a) get a quote using Online Services (Section 1.4) and collect Gliding Eagle's then-current service fees (the "Price") for the shipment (a "Reimbursable Sale") or (b) provide the end customer with a link to Gliding Eagle's online application (Section 1.4) to enable the end customer to purchase the Services directly (a "Direct Sale").
- The Client will submit all information relevant to processing the Order using Oline Services (Section 1.4) or email.
- Gliding Eagle will invoice the Client for all applicable Service fees for Reimbursable Sales. The Client will pay all invoices as outlined in Section 2.
- GEWS will facilitate a courier pickup of Products (and associated Order information, to the extent not already provided) for delivery to the Facilities.
- GEWS will process and package the Product for shipment overseas. GEWS will be responsible for the following activities to ensure successful delivery to the end consumer cross-border:
- Inspecting Products for damage
- Labeling Products with the Gliding Eagle authenticity labels
- Packaging Products
- Coordinating shipment via common carriers (e.g., FedEx)
- Completing and filing all required export/import compliance paperwork
- Facilitating the customs clearance process through GEWS's third-party customs clearance broker
- Managing last-mile delivery via local common carrier when necessary
- Obtaining shipping insurance as required by Section 1.7
- Communicating global tracking information via the Online Services in Section 1.4
1.2 No Delivery Guarantee
While Gliding Eagle uses reasonable efforts to meet the Client's shipping and delivery schedule set forth in an applicable Order, Gliding Eagle does not guarantee any Product delivery or shipment times.
1.3 Customs Clearance
GEWS is responsible for completing and filing any required compliance paperwork in good faith using the information provided by the Client and the end customer, i.e., export declarations, import clearance paperwork, or other communications required by government agencies (including customs authorities) in connection with each Order.
GEWS is also responsible for facilitating the payment of any customs duties, import fees, or applicable taxes on the Client's behalf (in countries that legally permit GEWS to do so). The end customer will be responsible for and will pay all sales and customs clearance-related taxes and fees, all license fees, and similar fees levied upon the provision of the Services provided by GEWS when deemed necessary by law and local regulations.
The Client acknowledges that customs clearance depends on factors outside of GEWS's control, including the customs agency's regulations, holiday schedules, and processing times. Thus, GEWS is not responsible for any delays resulting from these factors outside of GEWS's control.
1.4 Online Services
1.4.1 User Access
When appropriate, Gliding Eagle provides the Client and end customers (the "Users") with access to use Gliding Eagle's websites and online applications, Intl DTC App, Eagle Verify, and Eagle View ("Online Services") for accessing relevant information, getting a quote and placing the order, tracking and authenticating the Products being delivered.
1.4.2 Intellectual Property
- Gliding Eagle or its applicable licensors own all the rights, title, and interest to the Online Services and any related intellectual property ownership and rights.
- All Product information, tracking information, logos and images, tasting notes, and other contents featured on the Online Services are provided to the Users for informational purposes only. The Client and any appropriate third parties retain any existing legal ownership and rights to the contents presented by the Online Services, i.e., product images and information, winery images and information. The Client grants Gliding Eagle the right to use these contents on the Online Services to present relevant information to the Users.
1.4.3 User Privacy and Data Security
- Gliding Eagle's policy and practices for data security are presented online.
1.5 Trade License
The Client grants Gliding Eagle a fully-paid, royalty-free, worldwide, non-exclusive, non-transferable, and non-assignable license to use the Client's domain names, trademarks and logos, and other branding elements ( "Marks") as provided by the Client for the sole purpose of performing the Services. Gliding Eagle will use the Marks in conformance with any of the Client's trademark usage policies. All rights, title, and interest in the Marks will remain with the Client, and any benefits accruing from the use of such Marks will automatically vest in the Client. Gliding Eagle will cease use of the mark upon client request or upon the termination of the Service Agreement.
1.6 Damage and Risk of Loss
1.6.1 GEWS is responsible for
- Any risks of breakage or loss to Products, except for those listed in Section 1.6.1, during the product delivery on common carriers from the GEWS Fulfilment Center to the end international customer (the "Shipment"), will remain with GEWS. In the event any Product is lost or broken during Shipment, except for those listed in Section 1.6.1, GEWS will reimburse the end recipient up to 100% of the cost of the damaged Product and, at the recipient's election, either (a) reship replacement Product to the end customer at no additional cost, or (b) provide the recipient with a refund of any shipping fees paid by Client or end customers for such damaged Product. THE FOREGOING REMEDY WILL BE THE CLIENT'S SOLE AND EXCLUSIVE REMEDY, AND GEWS'S SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO ANY DAMAGE TO PRODUCTS THAT OCCURS DURING SHIPMENT.
1.6.2 Gliding Eagle is NOT responsible for
- Title to the Products and related materials will remain at all times with the Client until delivery to the end customer. Gliding Eagle, as a “freight forwarder,” does not take title to the Products while facilitating the delivery of these Products to the end consumer. Gliding Eagle does not take the title of the Products while stored at GEWS Facilities, thus not responsible and not held liable for any loss or damages for them while stored at the facility. Any Products stored at GEWS Facilities not claimed for more than 120 days will be destroyed. GEWS will notify customers of 30, 60, and 90-days reminders as goodwill and courtesy.
- In the event the customs or the customs broker agency takes the Product, Gliding Eagle is only responsible for the shipping related costs. For example, the Client will provide replacement wine for GEWS to ship to the customer, and GEWS will cover the shipping costs of the replacement product.
- Gliding Eagle is not responsible for any issues reported by the Client or the end customer after 21 days from the date the shipment is marked as Delivered by the common carrier.
- Gliding Eagle is not responsible for any temperature-related damages.
- Gliding Eagle is not responsible for customs clearance and final delivery issues due to erroneous information supplied by the Client or the end customer, i.e., contact information, Product information with value declarations, or stated purpose.
- The Client will maintain commercial general liability and all risk property insurance for the Products in an adequate amount to fully protect the Client's property against any loss or damage while in transit to and at any Fulfillment Center, including GEWS's facilities. The Client's insurance will name Gliding Eagle as an additional insured.
- GEWS will maintain carriage insurance for Products during Shipment on a per-Order basis in an amount adequate to comply with its obligations described in Section 1.6.
- Each party will provide the other party with evidence of the insurance coverage described in this Section 1.7 at the other party's request.
2) Fees and Payments
2.1 Subscription Fees
- The monthly subscription fees paid by the Contracted Client are part of the Service Agreement agreed upon and signed by both Gliding Eagle and the Client.
- The Client agrees to pay monthly subscription fees to Gliding Eagle in Net 15 terms upon receiving the invoice.
2.2 Services Fees
- Gliding Eagle may update Service fees pricing at any time without further action required by either party. Any pricing changes will be made based on costs including but not limited to technology development, staffing, maintaining facilities, insurance, and any upstream costs from packaging and carrier providers or customs duties, taxes, and related fees.
- The Service fees are calculated and quoted using Gliding Eagle Online Services (Section 1.4). Gliding Eagle will honor previous price quotes within 30 days of any price adjustments for Contracted Clients.
- The Client agrees to pay Services fees to Gliding Eagle due upon receipt of invoices.
2.3 Payments and Overdue
- All payments due under this Agreement will be made in U.S. Dollars.
- Any interests on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Gliding Eagle reserves the right to withhold the Services (including access to Online Services) if fees become 15 days or more past due. If the Client fails to pay the Fees on time, the Client will be responsible for reimbursing Gliding Eagle for all reasonable collection and legal expenses, including penalties and interests.
3) Term; Termination
4) Limited Warranty
5) Client Warranty and Indemnification
6) Limitation of Liability
OTHER THAN CLAIMS ARISING OUT OF A PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7: (A) THE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT WILL BE LIMITED TO ACTUAL DAMAGES, THE AGGREGATE AMOUNT OF WHICH WILL NOT EXCEED THE AMOUNT OF AGGREGATE FEES PAID OR TO BE PAID BY CLIENT TO GLIDING EAGLE UNDER THIS AGREEMENT; AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY.
8.2 Dispute Resolution
8.4 Modifications and Updates
Gliding Eagle may need to update or modify this Agreement from time to time to accurately reflect our services or to comply with applicable legal and administrative requirements. Gliding Eagle reserves the right to do so without the Client's express prior consent. Unless otherwise required by law, Gliding Eagle will notify the Client before making any substantial changes to this Agreement so that the Client has the opportunity to review any such changes before they take effect (such notice setting out any changes or modifications to this Agreement, a “ Change Notice”).
However, once any updated terms are made effective by the passage of time set out in such Change Notice, or if no time is stipulated, by the elapse of a reasonable period of time, the Client will be bound by all such changes and modifications to this Agreement should the Client continue to use Gliding Eagle's Services. The Client's continuing use of the Services means the Client has agreed to any changes or modifications to this Agreement. The Client also can also choose to terminate this Agreement as stipulated in Section 3.
8.6 Entire Agreement
This Agreement constitutes the entire agreement between Gliding Eagle and Client with regard to the subject matter contained in this Agreement, and this Agreement supersedes any and all previously written or oral agreements between the parties regarding the same.
If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
8.7 Conflicting Terms
If the Client provides Gliding Eagle with any pre-printed form document, such terms will only be effective if it conforms with the terms of this Agreement, or if Gliding Eagle expressly agrees in writing to modify this Agreement.