Terms of Service

By accessing or using the Forfos website at forfos.com ("Site") or engaging Forfos Pty Ltd ("Forfos", "we", "us", "our") for any of our e-commerce operations services ("Services"), you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional agreements or statements of work ("SOW") entered into between the parties. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not access or use our Site or Services. We reserve the right to update these Terms at any time. Material changes will be communicated via email or a prominent notice on our Site. Your continued use of our Services after such changes constitutes acceptance of the updated Terms. The date of the most recent revision is shown at the top of this page.

Forfos is an e-commerce operations agency providing managed services to brands and businesses operating across online marketplaces and direct-to-consumer channels. Our Services include, but are not limited to: • Operational Management: Day-to-day marketplace account management, inventory coordination, order fulfilment oversight, and platform compliance. • Customer Experience: Customer service management, dispute resolution, returns handling, and satisfaction optimisation. • Content Management: Product listing creation and optimisation, A+ content, brand store management, and SEO-driven content strategy. • Review Management: Review acquisition strategy, response management, and reputation monitoring. • Growth Strategy: Data-driven performance analysis, advertising strategy, conversion rate optimisation, and revenue growth planning. • Multi-Market Expansion: Cross-border marketplace launch, localisation, compliance, and international growth execution. The specific scope, deliverables, timelines, and fees for your engagement will be set out in a separate Statement of Work or Service Agreement signed by both parties. These Terms govern the overall relationship and apply in addition to any such agreement.

To engage our Services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts. Our Services are intended for businesses and commercial entities, not individual consumers. When you submit an enquiry, book a consultation, or enter into a service agreement with us, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. Forfos reserves the right to refuse service, terminate accounts, or cancel engagements at our sole discretion, including where we believe a prospective client's business practices conflict with our values, applicable law, or marketplace platform policies.

To enable Forfos to deliver the Services effectively, you agree to: Access & Authorisation: Provide Forfos with timely access to all necessary accounts, platforms, tools, and systems required to perform the Services (e.g., Seller Central, Shopify, Google Ads). You warrant that you have the right to grant such access. Accurate Information: Supply accurate, complete, and up-to-date information about your business, products, inventory, and any relevant operational data. You are solely responsible for the accuracy of information you provide. Timely Cooperation: Respond to requests for approvals, feedback, or information within agreed timeframes. Delays caused by your failure to cooperate may affect delivery timelines and are not the responsibility of Forfos. Compliance: Ensure your business, products, and operations comply with all applicable laws, regulations, and marketplace platform policies. Forfos is not responsible for consequences arising from your non-compliance. Authorised Representative: Designate a primary point of contact with authority to make decisions on your behalf throughout the engagement. Intellectual Property: Ensure you own or have the right to use all content, trademarks, images, and materials you provide to Forfos for use in delivering the Services.

Service Fees: All fees for Services are set out in your Statement of Work or Service Agreement. Fees are quoted in Australian Dollars (AUD) unless otherwise agreed in writing. Invoicing: Forfos will issue invoices in accordance with the payment schedule set out in your agreement (typically monthly in advance or as milestones are reached). Payment Terms: Invoices are due and payable within 14 days of the invoice date unless otherwise agreed. Payment may be made by bank transfer, credit card, or other methods agreed in writing. Late Payment: Forfos reserves the right to charge interest on overdue amounts at a rate of 2% per month (or the maximum rate permitted by law, whichever is lower), calculated from the due date until the date of payment. We also reserve the right to suspend Services for accounts with overdue balances after providing 7 days' written notice. Taxes: All fees are exclusive of applicable taxes (including GST in Australia, VAT in the UK/EU, and applicable sales taxes in other jurisdictions). You are responsible for paying all applicable taxes in addition to the quoted fees. Disputed Invoices: If you dispute any portion of an invoice, you must notify us in writing within 7 days of the invoice date, specifying the disputed amount and the reason. Undisputed amounts remain due and payable by the original due date. Fee Changes: Forfos may adjust its fees with 30 days' written notice. Continued use of Services after the notice period constitutes acceptance of the new fees.

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Confidential Information includes, but is not limited to: business strategies, financial data, client lists, pricing, technical systems, and proprietary processes. The Receiving Party agrees to: (a) use Confidential Information only for the purposes of the engagement; (b) not disclose Confidential Information to third parties without prior written consent; and (c) protect Confidential Information with at least the same degree of care used to protect its own confidential information (and no less than reasonable care). These obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order (with prompt prior notice to the Disclosing Party where legally permitted). Confidentiality obligations survive termination of the engagement for a period of 3 years.

Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) its performance will not violate any applicable law or third-party rights; and (c) it will comply with all applicable laws and regulations in connection with its obligations under these Terms. Forfos warrants that: (a) Services will be performed with reasonable skill and care by qualified personnel; (b) it will comply with applicable data protection laws in handling your personal data; and (c) it will maintain appropriate insurance coverage. You warrant that: (a) your products and business operations comply with all applicable laws and marketplace platform policies; (b) you own or have the right to use all materials provided to Forfos; and (c) your use of the Services will not infringe any third-party intellectual property rights. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, FORFOS PROVIDES SERVICES ON AN "AS IS" BASIS AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FORFOS DOES NOT WARRANT THAT SERVICES WILL ACHIEVE ANY SPECIFIC BUSINESS OUTCOME, REVENUE TARGET, OR MARKETPLACE RANKING.

To the maximum extent permitted by applicable law: Cap on Liability: Forfos's total aggregate liability to you for any claims arising out of or related to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to Forfos in the 3 months immediately preceding the event giving rise to the claim. Exclusion of Consequential Loss: In no event shall Forfos be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if Forfos has been advised of the possibility of such damages. Marketplace Actions: Forfos is not liable for any actions taken by marketplace platforms (including Amazon, eBay, Shopify, or others) against your account, including account suspensions, listing removals, or policy enforcement actions, except where directly caused by Forfos's gross negligence or wilful misconduct. Force Majeure: Forfos is not liable for delays or failures in performance resulting from causes beyond our reasonable control, including natural disasters, government actions, internet outages, platform outages, or other force majeure events. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless Forfos and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Your breach of these Terms or any applicable law or regulation; (b) Your products, services, or business operations; (c) Any content, materials, or information you provide to Forfos; (d) Your infringement of any third-party intellectual property rights; (e) Any marketplace platform actions resulting from your non-compliance with platform policies. Forfos will promptly notify you of any claim subject to indemnification and will cooperate reasonably in the defence of such claim. You may not settle any claim that imposes obligations on Forfos without our prior written consent.

Term: These Terms commence on the date you first engage our Services or accept these Terms and continue until terminated in accordance with this section. Termination for Convenience: Either party may terminate the engagement by providing written notice as specified in your Statement of Work (typically 30 days). During the notice period, both parties will continue to fulfil their obligations. Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business; or (c) engages in fraudulent, illegal, or unethical conduct. Effect of Termination: Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party will return or destroy the other's Confidential Information; (c) Forfos will provide reasonable transition assistance for up to 14 days at its standard rates; and (d) provisions that by their nature should survive (including confidentiality, IP, payment, limitation of liability, and indemnification) will continue in full force. No Refunds: Fees paid for Services already delivered are non-refundable. Prepaid fees for Services not yet delivered will be refunded on a pro-rata basis, less any reasonable wind-down costs.

You agree not to use our Site or Services to: • Violate any applicable law, regulation, or third-party rights • Sell counterfeit, infringing, hazardous, or prohibited products • Engage in deceptive, fraudulent, or misleading business practices • Manipulate marketplace reviews, ratings, or rankings in violation of platform policies • Transmit malware, viruses, or other harmful code • Attempt to gain unauthorised access to our systems or those of our other clients • Reverse engineer, copy, or create derivative works of our proprietary methodologies or tools • Use our Services in a manner that could damage our reputation or that of our other clients Forfos reserves the right to immediately suspend or terminate Services if we reasonably believe you are engaged in prohibited activities, without liability to you.

Good Faith Negotiation: In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other describing the dispute in reasonable detail. Mediation: If the dispute is not resolved within 30 days of the written notice (or such longer period as agreed), either party may refer the dispute to mediation administered by a mutually agreed mediator or, failing agreement, by the Australian Disputes Centre (ADC) in accordance with its mediation rules. Arbitration / Litigation: If mediation fails to resolve the dispute within 60 days of the mediator's appointment, either party may pursue the dispute through binding arbitration or litigation in the courts specified in Section 14 (Governing Law). Injunctive Relief: Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm. Costs: Each party bears its own costs of dispute resolution unless a court or arbitrator orders otherwise.

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia, without regard to its conflict of law principles. For clients based in Australia: The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia. For clients based in the United Kingdom: To the extent required by applicable law, UK law may apply to certain consumer protections, but the parties agree that the courts of New South Wales, Australia shall have primary jurisdiction for commercial disputes. For clients based in the United States: Nothing in these Terms limits any rights you may have under applicable US federal or state law. However, for commercial disputes, the parties agree to the jurisdiction of New South Wales, Australia. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.

If you have any questions about these Terms of Service, please contact us: Forfos Pty Ltd Email: hello@forfos.com Phone (AU): +61 494 670 786 Phone (PH): +63 915 694 6540 Website: forfos.com For legal correspondence, please mark your communication "Legal — Terms of Service" in the subject line to ensure it reaches the appropriate team member promptly.