Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Zinaps Fulfilment, also trading as Workneh Assets ("Zinaps", "we", "us", or "our"), located in Wieringerwerf, The Netherlands. By accessing our website, creating an account, or using our fulfilment services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our services. Hierarchy: These general Terms apply to all customers. Where you have signed a specific service agreement with us, that agreement's terms supersede any conflicting general terms in this document for matters explicitly covered by the specific agreement. For everything not covered by the specific agreement, these general Terms govern. These Terms apply to all visitors, customers, sellers, and business partners who access or use our services.

Zinaps provides third-party logistics (3PL) and fulfilment services for e-commerce businesses, including: • Warehousing and inventory storage • Order processing, pick and pack • Shipping via partner carriers (PostNL, DHL, DPD, FedEx, and others) and through the Ampère network for Bol.com orders • Returns management and processing • Marketplace integration (Bol.com VVB / VVB Compleet, Amazon FBA, Zalando, Kaufland, Etsy, and 150+ channels) • Real-time inventory management via our QuickBridge portal • Physical stock pickup from your location on request (see Section 5) • Value-added services (custom packaging, kitting, product photography, relabelling) on request and quoted separately • Dedicated account management and operational support We reserve the right to modify, suspend, or discontinue any part of our services with reasonable prior notice per Section 6.

To use our fulfilment services, you must create an account and provide accurate, complete, and current information including your business name, KVK number (if applicable), VAT number, and contact details. You are responsible for: • Maintaining the confidentiality of your account credentials • All activities that occur under your account • Ensuring your account information remains accurate and up to date • Notifying us immediately of any unauthorised use of your account Onboarding is a joint responsibility. We instruct and verify the technical and operational setup at go-live; you execute the operational steps we provide (product entry, inbound labelling, integration configuration). Where a setup gap surfaces only after go-live, remediation is discussed in good faith between us — not by default assigned to either side. We reserve the right to suspend or terminate accounts that provide false information, violate these Terms, or remain inactive for more than 12 consecutive months.

Order Ingestion: Our system accepts orders 24/7 through connected marketplace integrations and our portal. 4.1 Marketplace orders (Bol.com VVB / VVB Compleet, Amazon FBA, Zalando, and similar channels): Fulfilment follows the SLA of the marketplace itself. • Bol.com VVB: cutoff 17:00 CET; next-business-day delivery in NL per Bol's carrier network. • Bol.com VVB Compleet: cutoff 23:59 CET; next-business-day delivery in NL — physical pickup handled by Ampère (Bol.com's own delivery arm; we operate as an official Ampère drop-off point with two pickup windows: end-of-workday and next morning 09:30). • Amazon FBA and other marketplaces: fulfilment per that marketplace's published SLA. The customer-facing delivery promise for marketplace orders is defined by the marketplace, not by us. Our commitment is to execute inside those rules so your marketplace performance score is not affected by our handling. 4.2 Webshop orders (Shopify, WooCommerce, Wix, Lightspeed, and any channel where you source shipping labels through us): • Order ingestion: 24/7, no cutoff. • Label + tracking-trace cutoff: 23:59 CET. Every order received before midnight is labelled the same night so your customer sees their tracking number by the following morning. • Physical carrier pickup: 18:00-19:00 CET on business days. Orders received before pickup travel on that day's truck. Orders received after pickup travel on the next available truck. • Delivery: per carrier SLA. Typically next business day for orders handed to the carrier the same day; typically two business days for orders received after pickup. • Weekends and Dutch public holidays: no carrier pickup. Labels continue to print at 23:59; physical pickup and delivery resume the next business day. Roadmap (aspiration, not a current promise): we are actively working to shift physical carrier pickup from 18:00-19:00 to 23:59, which would enable same-day delivery via the morning truck (~09:00-10:00 pickup). Once operational, this improvement applies automatically to webshop orders without a change to this document. 4.3 Pick accuracy: We track pick accuracy on every shipment via barcode scan verification at pack-out combined with customer feedback resolution. Our current operating floor is at least 99%. We publish an updated accuracy figure at the anniversary review once the customer-communication substrate is complete. 4.4 Service-level remedy — attribution and shared accountability: Both sides bear operational risk within the atoms they own. Attribution of the miss determines remedy. Where the miss is attributable to us (our physical pick error, our missed cutoff, damage in our custody, our destination assignment error): • Individual miss: that shipment's pick fee is credited to your next invoice, and we reship at our cost. Express carrier upgrade offered where the end-customer relationship benefits. • Systemic miss (more than 5% of the affected service line's monthly shipments attributable to us for the same failure category): the whole-month billing credit for that service line applies, in addition to the individual remedies above. • Transparency lapse on our side: process fix and written explanation to you within 30 days. Where the miss is attributable to you or to a third party outside our custody: • Wrong SKU, EAN, dimensions, or weight in your product data → resulting mispicks or carrier surcharges are not our cost. • Address errors or listing errors from your webshop or marketplace → not our cost; carrier rebooking fees pass through per Section 6.2. • Late inbound arrival or stock-out at your end → resulting SLA misses are not our cost. Where attribution is unclear or shared (for example, an onboarding gap that surfaced late but where both sides had a role): we investigate root cause and discuss remediation in good faith per Section 3. No default assignment. 4.5 Qualifier: Delivery-time and performance figures on our marketing site describe our target operating state under normal conditions. They are subject to (a) carrier availability and performance; (b) marketplace algorithm inputs outside our control; (c) force majeure per BW 6:75 (severe weather, strikes, infrastructure failures, pandemic, and similar events); and (d) inbound and integration onboarding having been correctly completed and jointly confirmed at go-live per Section 3. 4.6 Packaging: Standard shipping packaging is included in our pick-and-pack fee. Custom or branded packaging is available at additional cost, quoted per Section 6.

5.1 Storage physics and rate model: Inventory storage is billed per pallet position occupied, on a movement-earns-rest basis, as one continuous calculation with no tiers and no thresholds. A pallet position is charged at most €19 per month. Every order dispatched from that position during the period reduces that charge by €1,36, down to a minimum of €0. A position dispatching 14 or more orders in a month is therefore charged nothing; a position dispatching fewer is charged only the remainder. There is no bracketed step at any point on the line, so a single order either way never changes your rate by more than one credit. Our current storage rates are derived from our live Cost Ledger, which reflects the actual physical cost of operating our warehouse (facility, labour, packaging, safety factor). Rates are reviewed annually and disclosed on our pricing page and in your individual service agreement. 5.2 Inventory ownership and responsibility: You retain ownership of all inventory stored in our warehouse. You are responsible for ensuring that all products: • Comply with applicable Dutch and EU laws and regulations • Are properly labelled and documented • Are not prohibited, hazardous, illegal, or perishable (unless specifically agreed in writing) • Are accurately described in our inventory management system and on the marketplace listings We act as bewaarnemer (custodian) under BW 7:600 and following, and we hold your inventory to the standard of a zorgvuldig ondernemer per BW 7:602. 5.3 Inventory discrepancies: We conduct regular inventory counts. If discrepancies are found, we will investigate and notify you. Verified losses attributable to our conduct are handled per the liability framework in Section 8. 5.4 Physical stock pickup from your location: Pickup may be available on request, subject to our operational capability at the time (vehicle availability, staffing, route feasibility) and our commercial judgment (distance, volume, long-term fit). Pricing is quoted per pickup based on distance and volume, not a fixed rate. First-inbound pickup for new customers may be offered at our discretion as part of onboarding when circumstances allow. We reserve the right to decline any specific pickup request. Where we accept, we commit to the agreed pickup window; you commit to stock being ready and accessible at that time. 5.5 Abandoned inventory: See Section 10 for the termination, retention, and disposal framework.

6.1 Rate structure: Our fees follow a three-state pricing model reflecting the physics of what we deliver: • Rest (space): storage, billed per m² or per pallet, per Section 5. • Motion (per-order): pick-and-pack, billed per order handled. • Handling: value-added services (kitting, custom packaging, relabelling, photography), quoted per instance. Current rates are available on our pricing page and detailed in your individual service agreement. 6.2 Pass-through and cost-plus items: Certain services are billed at cost or cost+markup because the underlying cost is set by third parties and passed through to you: • Carrier surcharges: return legs, address corrections, oversized items, remote-area fees, weekend or express upgrades, dimensional-weight adjustments. • Packaging materials: at our purchase price plus handling, where packaging is billed as a separate line item. • Rebooking fees: when a carrier refuses a shipment for reasons outside our control (prohibited-item flag, undeliverable address, oversized without booking). These items are itemized separately on your invoice so you can trace each pass-through back to its source charge. We do not mark up third-party charges beyond the handling component required to process them; the handling component is disclosed on request. 6.3 Invoicing cadence: Invoices are issued biweekly for two periods: period 1 covers the 1st through the 15th; period 2 covers the 16th through the last day of the month. Payment is due within 14 days of the invoice date, unless otherwise agreed in writing. 6.4 Late payment: Overdue invoices accrue interest at the statutory commercial rate under Dutch law (as set by De Nederlandsche Bank). We reserve the right to suspend services if payment is more than 30 days overdue after written notice. 6.5 Rate changes: The rates in effect at the start of your service term apply for the full term. At each anniversary of your agreement, we review rates for the coming term and provide at least 60 days written notice of any change. If you do not accept the proposed new rate, you may terminate your agreement inside the notice period per Section 10; no penalty applies. Rate changes for physics-derived reasons (updates to our Cost Ledger, changes in facility or labour cost, changes in carrier surcharges) do not apply to existing customers mid-flight. Existing customers keep their signed rates until the anniversary review; new customers accept the current rate at signup. All prices are exclusive of VAT (BTW) unless explicitly stated otherwise.

You may not use our services to store, ship, or handle: • Illegal goods or substances under Dutch, EU, or destination-country law • Hazardous materials without prior written approval and proper documentation • Counterfeit or trademark-infringing products • Weapons, ammunition, or explosives • Perishable goods (unless specifically agreed with temperature-controlled storage) • Items subject to trade sanctions or export controls You are solely responsible for ensuring compliance with all applicable laws regarding the products you store and ship through our services. Violation of this section constitutes grounds for immediate termination of services per Section 10.

8.1 Custody standard: We act as bewaarnemer (custodian) for your inventory under BW 7:600 and following. We hold your goods to the standard of a zorgvuldig ondernemer (careful entrepreneur) per BW 7:602. We are answerable for the conduct of our own personnel and subcontractors we engage to fulfil the custody duty (BW 6:76). 8.2 Layer 1 — Per-event liability cap: For verified loss or damage to inventory in our custody caused by our conduct, our liability is capped at €4 per kilogram of the affected goods (based on the Nekovri industry-standard 3PL cap), applied per loss event. 8.3 Layer 2 — Annual aggregate cap: Our total liability across all loss events in any calendar year is capped at €25,000 in aggregate. 8.4 Layer 3 — Catastrophic events (fire, flood, catastrophic loss): We currently do not carry insurance beyond warehouse general coverage (fire, theft, and water damage on our facility). For inventory value beyond the caps in 8.2 and 8.3, and specifically for catastrophic loss scenarios, we strongly recommend you maintain your own goods insurance. This is the customer's own insurance layer. 8.5 Layer 4 — BW opzet / grove schuld carve-out (non-negotiable): The caps in 8.2 and 8.3 do not apply where loss or damage is caused by our opzet (intent) or grove schuld (gross negligence), per Hoge Raad case-law (HR 12 dec 1997 Stein/Driessen). Dutch law does not permit us to contractually exclude liability for our intent or gross negligence, and we do not attempt to do so. 8.6 Excluded categories: We are not liable for: • Indirect, incidental, consequential, or punitive damages • Lost profits or lost business opportunities • Damage caused by circumstances beyond our reasonable control (force majeure per BW 6:75, including severe weather, strikes, infrastructure failures, pandemic, and similar events) • Damage resulting from your failure to comply with these Terms or provide accurate information • Carrier delays or damage during transit (these fall under carrier liability, subject to carrier terms) 8.7 Insurance: We maintain warehouse insurance covering fire, theft, and water damage on our facility. Carrier shipments are covered by carrier liability. For high-value inventory or catastrophic-scenario coverage, we recommend you maintain your own additional insurance per 8.4. 8.8 Claims process: Any claim for damaged or lost inventory must be submitted in writing within 14 days of discovery. We investigate all claims promptly and respond within 30 days. Remediation follows the caps in 8.2 and 8.3, subject to the 8.5 carve-out.

Zinaps IP: All content on our website, portal, and platform — including text, graphics, logos, software, and design — is the property of Zinaps Fulfilment or its licensors and is protected by Dutch and international copyright and trademark laws. You may not copy, reproduce, or distribute any of our content without prior written consent. Your IP: You retain all rights to your brand, product listings, and marketing materials. By using our services, you grant us a limited licence to use your brand name and logos solely for the purpose of fulfilling your orders (for example, on packing slips, branded packaging, and internal identification within our warehouse and portal). Feedback: Any suggestions, ideas, or feedback you provide about our services may be used by us without obligation or compensation to you.

10.1 Termination by you: You may terminate your agreement with us at any time by providing at least 30 days written notice. A longer notice window may be specified in your individual service agreement, in which case that longer window applies. 10.2 Termination by us for cause: We may terminate or suspend your account immediately if you: • Materially breach these Terms • Fail to pay invoices after written notice • Store prohibited items (see Section 7) • Engage in fraudulent or illegal activity 10.3 Termination by us without cause: We may terminate your agreement without cause by providing at least 60 days written notice. 10.4 Upon termination — outstanding invoices: All outstanding invoices become immediately due. Partial payment does not release your obligations; we operate on a 100%-or-nothing basis with respect to overdue invoices at termination. 10.5 Upon termination — inventory retention right: We reserve the right of retention (retentierecht per BW 3:290) over your inventory until all overdue invoices are paid in full. During any retention period, storage continues to accrue at €15 per pallet per week (or the equivalent per-m² rate for non-pallet stock) — the emergency storage rate — replacing the normal rate model in Section 5. 10.6 Inventory removal: Once all outstanding invoices are paid, we will make your remaining inventory available for collection at our warehouse in Wieringerwerf, at a mutually agreed time. If we ship your inventory back to you or transfer it to another 3PL, that work is billed at our hourly labour rate (the time the work takes), separately from the storage retention rate above. No separate exit fee applies beyond storage plus labour. 10.7 Abandoned inventory: Inventory that remains unclaimed for 90 days after termination, with written notice sent to you at the account contact details on file, may be disposed of, sold to recover outstanding amounts, or otherwise handled per Dutch abandoned-goods provisions. We will make reasonable efforts to contact you before disposing of any inventory.

These Terms are governed by and construed in accordance with the laws of The Netherlands. In the event of a dispute, we encourage you to first contact us at contact@zinaps.com to attempt an amicable resolution. Most disagreements can be resolved through open communication. If a dispute cannot be resolved amicably within 30 days, it shall be submitted to the competent court in the district of Noord-Holland, The Netherlands. Nothing in this section prevents either party from seeking urgent interim measures (such as an injunction) from any competent court.

We may update these Terms of Service from time to time. When we make changes, we will update the "Last updated" date at the top of this page and notify you via email or a prominent notice on our website. Continued use of our services after changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the changes, you may terminate your agreement as described in Section 10. The most current version of these Terms is always available on our website.