This Service Level Agreement ("SLA") sets out the operational standards Vesper Commerce requires of all fulfillment partners operating on the Platform. These standards exist to ensure a consistent, high-quality experience for every customer. This SLA is part of and governed by the Vesper Commerce Platform Terms of Service.
Vesper Commerce reserves the right to update these standards at any time. Partners will be notified of any changes at least thirty (30) days before they take effect, and the updated SLA will be published here. The version in effect at the time of any occurrence governs. Continued use of the Platform following the effective date of any update constitutes acceptance of the revised SLA.
Failure to meet these standards may result in account suspension or termination under the terms of your Agreement with Vesper Commerce.
Beverage Alcohol Licensee is responsible for all facets of the sale of the Products directed to it via the Platform, including inventory selection and pricing, the receipt and acceptance of Product Orders, payment processing, and Product delivery or shipment. To that end, Beverage Alcohol Licensee shall:
Beverage Alcohol Licensee is solely responsible for maintaining current information on the Platform, including but not limited to the Beverage Alcohol Licensee's location, contact information, hours of operation, scope of service area (shipping & delivery zones), and other product pricing and sales policies as summarized in this agreement ("Account Data"). Beverage Alcohol Licensee grants the Company a perpetual, irrevocable, nonexclusive, royalty-free, fully paid up, worldwide license, with the right of sublicense through multiple tiers, to use the Account Data in connection with the Services provided pursuant to the Parties' Agreement and for the Company's other business purposes. Beverage Alcohol Licensee is responsible for any loss, including but not limited to, order cancellations as a result of its failure to maintain accurate Account Data. The Beverage Alcohol Licensee shall provide the Company with a summary of such Account Data throughout the business day, but in no case less than once daily. All Account Data must be accurate, and the Company at its sole discretion may suspend or terminate its relationship with Beverage Alcohol Licensee for repeated submissions of inaccurate Account Data.
At the Company's discretion, Beverage Alcohol Licensee may be excused from select SLA requirements requiring operational support, including instances where:
Any exceptions must be approved by the Company in writing and will specify if the exceptions are within a fixed period.
Beverage Alcohol Licensee must communicate all instances requiring Operational Support within 24 hours of the occurrence requiring such support.
To ensure a positive customer experience, the Beverage Alcohol Licensee shall promptly address customer requests escalated by the Company regarding returns and/or reshipments and other resolutions. The Licensee shall make commercially reasonable efforts to prioritize, resolve and respond to such escalations and/or complaints within twenty-four (24) hours from the time of the complaint.
On occasion, Customers may return Products to a Beverage Alcohol Licensee. In the event that a reshipment or redelivery is required due to an issue caused by the Beverage Alcohol Licensee, the Licensee shall promptly ship the reshipment or arrange for redelivery as soon as possible at their cost. The reshipment or redelivery shall not be contingent upon the return of the incorrect product, where applicable. For returns that are not related to incorrectly processed, damaged, unmerchantable products, or failure to meet delivery SLA, the Beverage Alcohol Licensee may be provided a restocking or return fee and the Customer will be required to pay return delivery/shipping charges.
The Beverage Alcohol Licensee will prioritize the resolution of Customer complaints, including those requiring Product returns and Product re-shipment / re-delivery. Beverage Alcohol Licensee agrees that the Company, in its sole discretion, may assist in the resolution of Customer complaints related to Product Orders. Resolution of such complaints may include various remedies, including but not limited to, requiring the Beverage Alcohol Licensee to schedule new delivery dates and times, provide substitute Product for out-of-stock items, and apply other order adjustments. The Beverage Alcohol Licensee is solely responsible for any costs associated with the resolution of all Customer complaints.
Failure to provide adequate proof of delivery within the appropriate timeframe may result in reshipments or redeliveries at the Beverage Alcohol Licensee's expense. While infrequent, there may be occasions where customers claim that an order was not delivered, despite the proof of delivery having been obtained. In such instances, the Company will conduct an investigation to assess the validity of the claim. Based on the findings of the investigation, the Company may require the Beverage Alcohol Licensee to facilitate reshipment or redelivery of the order.
In the event the Beverage Alcohol Licensee is unable for any reason to maintain sufficient inventory of all Products advertised by the Beverage Alcohol Licensee on the Platform to meet Customer demand, the Company reserves the right to limit or re-direct Customer Orders to other licensed retail partners for fulfillment.
To ensure clarity for all parties, the following standards govern who bears the cost of reshipment or redelivery and whether the Customer is charged, based on the nature of the issue. These standards apply in addition to the QA Fee Schedule, which governs any additional quality assurance fees assessed to the Beverage Alcohol Licensee's account where applicable.
| Scenario | Reshipment Cost Responsibility |
|---|---|
| Retailer fulfillment error (wrong item, missing item, incorrect personalization) | Retailer |
| Damaged product due to improper packaging by Retailer | Retailer |
| Order was delivered but the Retailer did not require adult signature | Retailer |
| Lost in transit by carrier | Retailer (must file claim with carrier directly) |
| Customer provided incorrect delivery address | Customer |
| Customer refused delivery or was not available to receive order | Customer |
| Force Majeure Event or severe weather beyond Retailer's reasonable control | No charge to Retailer or customer pending resolution |
| Product returned — not due to Retailer error (customer changed mind, etc.) | Customer (original shipping not refunded) |
| Product reshipment request | Customer — Charged at Platform standard shipping rate |
While the Beverage Alcohol Licensee is responsible for the resolution of all Customer complaints, the Company often will be the first point of contact for Customers with customer service questions about Product ordered via the Platform. With regard to such communications, the Beverage Alcohol Licensee and/or its employees, agents, or affiliates shall not:
Beverage Alcohol Licensee agrees and acknowledges that it has instructed, and will continue to instruct, its employees, agents, and other authorized persons in all material aspects of the Company-provided training. On occasion, the Company may request an on-site visit to a Beverage Alcohol Licensee's location to conduct audits, provide additional Platform training, and/or otherwise verify compliance with the SLA. The Beverage Alcohol Licensee agrees to make every commercially reasonable effort to accommodate all such visits.
Beverage Alcohol Licensee is solely responsible for all costs associated with the delivery and/or shipment of the Products to consumers, including all protective packaging supplies and all shipping and/or delivery costs. The Beverage Alcohol Licensee will select all such materials and supplies to ensure adequate product protection and optimal customer experience in keeping with the requirements outlined in the Company-provided training materials.
The Beverage Alcohol Licensee may agree to participate in providing services such as kitting, gift wrap or other special packaging services upon request by the Company. When participating, the Beverage Alcohol Licensee will abide by the following standards, as outlined in the Company's training material including but not limited to the following:
Personalization & Engraving: As outlined in the Company-provided training material, the Beverage Alcohol Licensee is financially responsible for any loss, replacements, and/or reshipment due to (i) incorrect personalization (e.g., personalization of wrong product, errors in spelling, font size, font style, and/or location of personalization on any Product; (ii) poor quality of personalization; and (iii) damage to Product as a result of any personalization. Examples of poor Engraving quality include but are not limited to: warped letters, incorrect font, incorrect text size, incomplete finishing paint. The Company has standardized the Engraving requirements to set Customer expectations.
Company-Exclusive Projects: From time to time, the Parties may agree that the Beverage Alcohol Licensee will fulfill Company-exclusive projects and/or programs. The Beverage Alcohol Licensee will be financially responsible for any breakage and/or loss of any Product in its possession relating to any such Company-exclusive project.
Allocated Products: The Beverage Alcohol Licensee agrees that it will maintain accurate inventory for all new, limited-time offers, or other highly allocated Products in all instances where the Beverage Alcohol Licensee has agreed to make such Products available to Customers on an unlimited basis or in specific quantities.
High Value Order Processing: The Beverage Alcohol Licensee agrees that standard operating procedures specific to processing high-value orders will be adhered to including but not limited to: carrier requirements, insurance and special delivery instructions.
At the Company's sole discretion, and as an incentive to provide high-quality Customer service, the Beverage Alcohol Licensee may qualify for reimbursement by the Company for costs incurred for Product personalization.
The Beverage Alcohol Licensee's use of third-party vendors for personalization and other gifting services is subject to prior written approval of the Company. Before using any third-party vendor, the Beverage Alcohol Licensee must provide the Company with a detailed written estimate for all such services, and the Beverage Alcohol Licensee will be solely responsible for the costs incurred by any third-party vendor. Company issued reimbursements must be agreed to in writing. In the event the Beverage Alcohol Licensee chooses to use a third-party personalization for orders where it was not requested in writing by the Company, this cost will be absorbed by the Beverage Alcohol Licensee. The Beverage Alcohol Licensee assumes all responsibility for any damages caused by a third-party vendor.
The Beverage Alcohol Licensee agrees to conduct itself professionally and at all times in the performance of the Parties' Agreement and all communications with the Company. Obscene or offensive behavior will not be tolerated, and the Company reserves the right to suspend or terminate the Parties' Agreement immediately if the Company, at its sole discretion, reasonably believes the Beverage Alcohol Licensee has engaged in any such unprofessional or inappropriate behavior.
The Company reserves the right in its sole discretion to amend any standard set forth in this SLA upon thirty days (30) written notice to the Beverage Alcohol Licensee.