Merchant Terms of Service
Updated September 27th, 2023
WITHOUT LIMITATION OF VALET SELLER’S OTHER RIGHTS, ANY VIOLATION BY MERCHANT OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT MAY, IN VALET SELLER’S SOLE DISCRETION, RESULT IN THE IMMEDIATE REMOVAL OF MERCHANT’S PRODUCTS FROM THE VALET SELLER APP AND ALL MARKETPLACES, AND TERMINATION OF THIS AGREEMENT.
Valet Seller’s role is to help Merchants sell more. Valet Seller does this by distributing products across a network of online stores including but not limited to: Valet Shops, Amazon US, Walmart, eBay, Kroger, Bed Bath & Beyond, Google, Facebook, WISH, Sears, Bonanza, Amazon CA, and Walmart CA.
The Valet Seller App is a self-serve platform to enable Merchants to manage their products in Valet Seller’s Network of online stores. Merchants will upload product data to the Valet Seller App and agree to fulfill orders themselves or ship inventory to Valet Seller for managed fulfillment.
Merchant may market, promote, sell, offer for sale, display, import, export and distribute (to the extent applicable) its Products using the Valet Seller App. A buyer enters into a transaction with a Merchant, facilitated through the Valet Seller App, when that buyer places an order for that Merchant’s goods or products featured in that Merchant’s store available on the Valet Seller App (collectively, “Products”). Please note that Valet Seller can also be a merchant on the Valet Seller App and provides access to the Valet Seller App to others who may sell products that are in competition with the Merchant.
After placing such an order, the buyer receives a notification regarding the order, and the Merchant receives a notice in its Valet Seller Merchant account. A transaction is completed upon payment from the buyer and shipment of the goods by the Merchant in accordance with this Agreement. Valet Seller offers a Direct Payment Service to facilitate a Merchant’s transactions with its buyers and, when offering such Direct Payment Service, is not a buyer of any products related to the transaction between the buyer and Merchant. Valet Seller does not transfer legal ownership of Products from Merchant to buyer (though, on occasion, Valet Seller is a Merchant of products on the Valet Seller App).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES, FEATURES, AND NETWORK OFFERED BY VALET SELLER (“VALET SELLER,” “US” OR “OUR”). THIS AGREEMENT FORMS A LEGAL CONTRACT BETWEEN THE MERCHANT IDENTIFIED IN THE SIGN-UP FORMS (“MERCHANT,” “YOU” OR “YOUR”) AND VALET SELLER AS IT RELATES TO YOUR USE OF VALETSELLER.COM OR ANY OTHER VALET SELLER-CONTROLLED WEBSITE, SERVICE, OFFERING, MARKETPLACE, PLATFORM, APPLICATION OR 3RD PARTY PLATFORM ACCOUNT (COLLECTIVELY, THE “VALET SELLER APP”), IN CONNECTION WITH SELLING YOUR PRODUCTS (AS DEFINED BELOW). IN ORDER TO PROMOTE, MARKET, SELL OR OFFER TO SELL PRODUCTS ON THE VALET SELLER APP, YOU MUST FIRST AGREE TO THIS AGREEMENT BY CLICKING “ACCEPT” WHERE THIS OPTION IS MADE AVAILABLE TO YOU. IF YOU ARE ACCEPTING THIS AGREEMENT FOR AN ORGANIZATION OR ENTITY, YOU REPRESENT AND WARRANT YOU HAVE POWER AND AUTHORITY TO BIND SUCH ORGANIZATION OR ENTITY TO THIS AGREEMENT. THESE TERMS SHALL PREVAIL IN CASE OF ANY CONFLICT WITH ANY PRIOR AGREEMENT BETWEEN THE MERCHANT AND THE VALET SELLER APP.
Application and Approval Overview
Merchant shall set up a Merchant account on the Valet Seller App through a website or application portal and fill out all applicable information. Valet Seller only accepts some brands and Merchants onto the Valet Seller App and reserves the right not to accept, within its sole discretion, any brands or Merchants that do for any reason whatsoever, including but not limited to failure to meet Valet Sellers standards. Furthermore, Valet Seller reserves the right to remove from the Valet Seller App any Merchant or Product(s) at any time at our sole discretion. Merchant acknowledges and agrees that certain marketplaces included in the Valet Seller App may require Merchants to meet certain quality standards, may be limited to certain categories or types of products and/or may be subject to different terms with respect to payments, transaction fees and shipping requirements. Merchant also acknowledges and agrees that by creating a Valet Seller App Merchant account for any applicable Valet Seller-controlled marketplace, website or application, Merchant grants to Valet Seller the right to list and make available for sale to buyers Merchant’s products offered through that particular marketplace, website or application through any other Valet Seller-controlled marketplace, website, application or 3rd party partner account as well, subject to the payment terms set forth in this Agreement. For example, if a Merchant lists its Products on valetseller.com, without notice to (or consent required from) Merchant, Valet Seller may (in its sole discretion) choose to list any or all of those same Products on our Valet Seller controlled marketplace, valetshops.com and 3rd party partner accounts (including, but not limited to, Amazon, eBay, Walmart, Facebook, Google, Bonanza & Sears) as part of our Program.
Merchant will set up a Merchant store that will describe Merchant’s brand and other attributes of Merchant’s store and Products on the Valet Seller App (a “Profile Page”) and create or customize content (including without limitation video, photographs and text, all of which shall be owned by Merchant and licensed to Valet Seller pursuant to the content license set forth below) for its Products that it wishes to sell on the Valet Seller App (“Product Content”). All Merchant information and Product Content will be visible to users on the Valet Seller App
Valet Seller Promotions.
Valet Seller reserves the right to implement and create promotions in connection with the Valet Seller App pursuant to which buyers may receive discounts in Product purchases. Merchant shall have the right to determine whether it wishes to participate in the Valet Seller Promotions program. To the extent Merchant opts to participate in the Valet Seller Promotions program, it shall be obligated to allow discounts in conjunction with the purchase of any and all Products it offers through the Valet Seller App. Merchant may allow a buyer to apply a maximum percentage of such buyer’s total purchase price of a product toward discounts via the Valet Seller Promotions program. This percentage shall be selected by the Merchant via the Valet Seller App, within a range determined by Valet Seller. Valet Seller reserves the right to modify the terms of the Valet Seller Promotions program at any time in its sole discretion.
Merchant has the right to opt out of allowing Valet Seller Promotions discounts towards the purchase of Products, or modify the maximum allowed discount and budget at any time. However, it may take up to 24 hours for any such changes to take effect.
Merchant shall set a “Product Price” for each Product representing the amount Merchant agrees that such Product may be sold for, plus shipping costs for each Product. Valet Seller reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our Merchants. This does not affect the amount or percentage Valet Seller has agreed to pay to Merchant for their Products, and Valet Seller will pay Merchant based on the Product Price and shipping costs that Merchant lists for its Products, unless Merchant has agreed to pricing adjustments in connection with special promotions offered from time-to-time to promote Merchant’s products (in which case the amount Valet Seller pays Merchant for its Products may be lower, subject to the specific terms of such promotions).
Valet Seller will use commercially reasonable efforts to assist Merchant in facilitating its basic customer service requests to the extent a request is related to the operation of the Valet Seller App and concerns an obligation undertaken by Valet Seller to the Merchant under these Terms and Conditions. This may include (but is not limited to) assistance with questions related to order tracking, assistance with carrier claims of lost or damaged shipments, assistance processing returns including provision of return shipping labels to buyers and initiation of the return in the Valet Seller App, cancellation of orders due to buyer request or credit card issues and referral of any buyer questions relating to a particular Merchant to that Merchant. Valet Seller reserves the right to decline to assist Merchant in conjunction with certain customer service functions. Merchant acknowledges and agrees that Valet Seller does not guarantee that it will answer or resolve any or all customer service inquiries, issues or disputes.
Shipping And Inventory.
All sales of Products are binding. Merchant shall be solely responsible for all buyer purchase order fulfillment, shipping, returns, recalls and customer service issues at Merchant’s expense. Merchant shall ship the Products for orders placed through the Valet Seller App to the address of the buyer (or the buyer’s intended recipient) within the time periods defined in the Merchant’s profile page. All shipments of Products shall be shipped Delivered Duty Paid to buyer’s designated address (or DDP, as defined in Incoterms 2010, and meaning that Merchant is responsible for delivering Products to the address of the buyer or buyer’s intended recipient and shall pay all costs, including relevant import duties and taxes, to ship Products to their destination).
Please note that by signing up for a Valet Seller account and opting into our drop shipping program you are agreeing to keep your cancellation rate below 1% and order defect rate below 2%. Any infringement against this policy may result in a revokement of your drop shipping allowance or complete account suspension. Valet Seller holds the right to suspend an account for using TBA tracking on any channels this is prohibited on.
Valet Seller Managed Logistics
Valet Seller may offer managed logistics for Merchant, for which Merchant will pay the fees found here.
The stock is the property of the Merchant, despite that is in Valet Seller’s warehouse. Valet Seller does not insure Merchant’s inventory within our fulfillment center. If you want your products to be insured, insurance must be obtained by your company.
Merchant maintains and assumes full responsibility for any liability arising from Valet Seller’s distribution of the Product. Client indemnifies, defends and holds harmless Valet Seller and its members, directors, officers, employees and agents from any and all claims, demands, actions, suits and other losses resulting from Valet Seller’s distribution of the Product. Merchant warrants it has all regulatory and legal authority to produce, sell and distribute the Product.
Valet Seller may liquidate or dispose of the Merchant’s inventory if it is abandoned or if the Merchant account is overdue or suspended. Merchant account may move to suspended status after Valet Seller makes three attempts to contact Merchant and there is no response. Valet Seller will alert Merchant by email if account is suspended. Storage will be assessed based on the cubic volume required to store your inventory. Merchant will send at least 25 units of each SKU to Valet Seller. Merchant acknowledges and agrees that different marketplaces of the Valet Seller App may be subject to different shipping and inventory requirements, as communicated to Merchant by Valet Seller, and Merchant is responsible for complying with all such terms and conditions that Merchant accepts in the course of accessing or using any marketplace of the Valet Seller App.Product Content.
Valet Seller shall have the right to accept, reject or remove approval of any Product in its sole and absolute discretion. Merchant acknowledges and agrees that Valet Seller has the right in its sole discretion to remove any information and content, and block sales of any Products, at any time for any reason.
Merchant acknowledges and agrees that it will provide clear shipping policies and ship all orders of Products and otherwise complete transactions with buyers in the agreed handling time. Merchant acknowledges and agrees that all descriptions, photos and other information and content relating to Products shall be accurate and complete at all times. Merchant acknowledges and agrees that Valet Seller may adjust Product details (e.g., titles, images, descriptions) for optimization purposes in its sole discretion, to the extent such changes do not impact the amount Merchant will receive in the event of a sale or change the Product being offered for sale.
Code of Conduct
Each party acknowledges and agrees that the reputation of the other party’s brand, image, and public esteem are essential components of this Agreement. Each party agrees to hold the other party, as well as other Merchants on the Valet Seller App, in high esteem and only promote the other party positively and in good faith. Merchant shall conduct itself at all times in such a manner as not to engage in conduct that is generally viewed by the public as offensive, reprehensible, illegal, vulgar or that otherwise impairs or diminishes or is reasonably likely to impair or diminish the reputation of Valet Seller or other Merchants on the Valet Seller App.
Declaration Of Authentic Goods.
Valet Seller may request Merchant to confirm that the Products they are offering are authentic by submitting a Declaration of Authentic Goods. If you receive such a request, you must comply with the request by sending an email containing a signed declaration in the form linked here or a similar form to the email address provided in the request within 24 hours of the transmission of the request by Valet Seller.
Merchant agrees not to engage in shilling, which is generally defined as the use of bots or alternate accounts to fraudulently impact any aspect of Merchant’s reputation (including without limitation pricing, sales and review data).
Term And Termination.
This Agreement shall commence on the date Merchant accepts the terms and conditions of this Agreement (the “Effective Date”) and shall continue thereafter unless either party terminates this Agreement in accordance with its terms.
Either party may terminate this Agreement for any reason immediately upon written notice. Upon any termination or expiration of this Agreement, Merchant shall promptly fulfill any outstanding orders for Products upon Valet Seller’s written request. For the avoidance of doubt, termination of this Agreement or any order for any reason will not affect the obligations of Merchant with respect to returns, warranty, recalls, or customer service. The following Sections of this Agreement shall survive any expiration or termination of this Agreement: Termination, (subsection of Term and Termination), Unpaid Amounts, Direct Payment Services, Fees, Refunds and Taxes, Deposits, Recoupment, IRS Regulations, Taxes, Returns and Transaction Disputes, Disclaimer, Ownership of the Valet Seller App, Indemnification, Insurance (for the period stated therein), Limitation of Liability, Confidentiality, Severability, Governing Law, Waiver, Relationship of the Parties and Entire Agreement.
If Merchant’s payment is not received by the applicable billing date of any invoice provided by Valet Seller, Valet Seller may (in its sole discretion) automatically revoke such Merchant’s access to its account and/or the Valet Seller App (in whole or in part). Valet Seller reserves the right to withhold any monies owed by Valet Seller to Merchant, at its discretion, to cover any outstanding amounts owed by Merchant to Valet Seller.
Direct Payment Services, Fees, Refunds, And Taxes.
Direct Payment Services
After Merchant has registered an account on the Valet Seller App and has been approved by Valet Seller, Valet Seller will accept payment on behalf of Merchant (the “Direct Payment Service”). Valet Seller accepts all major credit cards on behalf of Merchant. Merchant acknowledges and agrees that the Direct Payment Service is offered solely to facilitate Merchant’s transactions with its buyers.
Without limiting Valet Seller’s other rights hereunder, Valet Seller reserves the right to terminate or suspend Direct Payment Services, or to decline any transaction, at any time or for any reason.
Merchant further acknowledges and agrees that:
- The transaction between Valet Seller and Merchant is for payment only. Valet Seller is not the buyer of any Products.
- Valet Seller does not pass any financial data such as credit card information regarding Merchant’s buyers or other end users of the Valet Seller App to Merchant. Merchant will receive necessary buyer information required to complete the order including name and mailing address.
- Valet Seller may issue invoice documents on behalf of Merchant.
- Merchant authorizes Valet Seller to verify information regarding Merchant’s account (including the authenticity thereof) using credit reports or other means.
- Merchant shall resolve all disputes with buyer as set forth below in the Returns and Transactions Disputes section.
- Refund Policy: Please note that all subscriptions are considered final, and we do not offer refunds or prorated under any circumstances.
Current Information Required from Merchant to Receive Payment
MERCHANT MUST PROVIDE VALET SELLER WITH CURRENT, COMPLETE AND ACCURATE BILLING INFORMATION (INCLUDING WITHOUT LIMITATION, BILLING ADDRESS, E-MAIL ADDRESS, WEBSITE URL, CREDIT CARD NUMBER, CREDIT CARD EXPIRATION DATE AND CREDIT CARD SECURITY CODE, IF APPLICABLE). MERCHANT MUST PROMPTLY UPDATE ALL BILLING INFORMATION WITH VALET SELLER SO THAT IT REMAINS CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, E-MAIL ADDRESS, WEBSITE URL, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND MERCHANT MUST PROMPTLY NOTIFY VALET SELLER IF MERCHANT’S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF MERCHANT BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF MERCHANT’S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE FROM MERCHANT DASHBOARD. IF MERCHANT FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, MERCHANT AGREES THAT VALET SELLER MAY CONTINUE CHARGING MERCHANT AS SET FORTH IN THIS AGREEMENT DURING THE TERM.
Once Merchant provides a tracking number which has been scanned by the shipping carrier for a Product, Valet Seller will consider the corresponding sale for the Product complete. Merchant’s proceeds from the sale will show in Merchant’s account (subject to Merchant’s payment of any applicable amounts payable to Valet Seller, as further described herein). Merchant acknowledges that any and all refunds, adjustments, discounts or other amounts that would result in a deduction in connection with any Products sold shall be applied against any corresponding payment made to Merchant. Merchant further acknowledges and agrees to the following.
- Subject to Valet Seller’s right to hold funds in certain circumstances (as described below), Valet Seller will initiate transfers for payments to Merchant relating to completed sales and shipments of Products in respect of which Valet Seller has been paid by the applicable buyers and/or third-party distribution partners once per calendar month before the 15th day of each calendar month for sales completed from the 1st through the last day of such calendar month. If the 15th of an applicable calendar month falls on a non-business day or Valet Seller observed holiday, any outstanding transfers may be initiated on the next business day. Please note that once the transfer is initiated it may take 3-5 days for the funds to become available to Merchant.
- Valet Seller reserves the right to hold or delay funds based on reasonable information available if Valet Seller believes that a transaction may result in a return, dispute, chargeback, delay in marketplace payment, or other claim. Such determination shall be made at Valet Seller’s sole discretion; however, any hold or delay of funds will not last longer than 120 days before a resolution will be given; provided, however, that Valet Seller may indefinitely hold funds pending the final resolution of any legal action that could reasonably be expected to result in liability to Valet Seller. Valet Seller will notify Merchant via email if a hold occurs.
- Merchant must provide complete and accurate bank account information, and will update such information so that it remains current and accurate at all times during the term of the Agreement.
- Funds that cannot be deposited into Merchant’s bank account due to incorrect bank information will be held by Valet Seller until Merchant provides updated and accurate information.
- the gross amount of the total reportable payment transactions exceeds $20,000; and
- the total number of such transactions exceeds 200.