Terms of Service

These Terms of Service ("Terms") govern the relationship between Zolev ("Company," "we," "us," or "our") and any brand, business, or individual ("Client," "you," or "your") that uses our e-commerce infrastructure services in Argentina and Paraguay. By engaging Zolev's services, you agree to be bound by these Terms.

1. Description of Services

Zolev provides a comprehensive suite of e-commerce infrastructure services, which may include, depending on the agreed scope:

• Sourcing & Supply Chain: Product procurement from local or international suppliers.
• Warehousing: Secure storage of inventory in our facilities in Buenos Aires and/or Asunción.
• Order Fulfillment: Picking, packing, and dispatching orders to end-customers.
• Order Confirmation: Native-language telephone confirmation of orders before dispatch to maximize delivery rates.
• Cash-on-Delivery (COD) Management: Collection of payment at the point of delivery and reconciliation of collected funds.
• Last-Mile Logistics: Coordination with carrier partners for delivery across Argentina and Paraguay.
• Payout Settlement: Transfer of collected COD funds to the Client, net of agreed fees, on a 3-day cycle.
• Real-Time Reporting: Access to operational dashboards showing order status, stock levels, and financial data.

The specific services, fees, territories, and performance targets applicable to each client are defined in a separate Service Agreement signed between the parties.

2. Client Obligations

As a Client, you agree to:

• Provide accurate product information, including dimensions, weight, customs classification, and declared value.
• Ensure that all products delivered to Zolev's facilities comply with applicable Argentine and Paraguayan import regulations.
• Not engage Zolev to fulfill products that are illegal, regulated without authorization (e.g., pharmaceuticals, weapons), or infringe on third-party intellectual property rights.
• Promptly communicate any changes to product specifications, target markets, or volume that may affect operational planning.
• Pay all fees as specified in the Service Agreement within agreed payment terms.
• Maintain adequate product insurance for inventory stored in our facilities.
• Advertising accuracy: Ensure that all advertising and marketing materials — including social media ads, video creatives, landing pages, and product listings — accurately represent the exact products being shipped to end-customers. Displaying products, specifications, quantities, or features in advertisements that differ materially from what is physically dispatched is strictly prohibited. Violation of this obligation may result in immediate suspension of services and the Client bearing full responsibility for any resulting consumer claims or regulatory action.
• End-customer complaint handling: Zolev will receive, log, and address complaints submitted by end-customers through our operational channels (including order confirmation calls and delivery interactions) that relate to delivery, packaging condition, or fulfillment quality. Zolev will promptly notify the Client of any recurring patterns and cooperate in resolving operational issues within our scope of services.

2a. Zolev's Role — Logistics Provider Only

The Client expressly acknowledges that Zolev operates exclusively as a logistics and e-commerce infrastructure provider. Zolev is not a party to any commercial transaction between the Client (as seller) and the Client's end-customers (as buyers). Accordingly:

• Zolev bears no responsibility for any disputes, claims, chargebacks, or complaints arising between the Client and end-customers regarding product quality, product descriptions, advertised claims, pricing, return or refund policies, or any matter related to the products themselves.
• The Client is the seller of record for all transactions and is solely responsible for compliance with consumer protection laws, advertising standards, and e-commerce regulations applicable in Argentina and Paraguay.
• Zolev shall not be named as a party in any consumer complaint or regulatory proceeding initiated against the Client for product-related matters. Should Zolev be involuntarily included in any such proceeding, the Client agrees to indemnify and hold Zolev harmless for all resulting costs and legal expenses.
• Any end-customer refund or return obligations are the sole responsibility of the Client. Zolev will facilitate the physical return of goods to our warehouses as part of our logistics services, but the commercial decision on refunds rests entirely with the Client.

3. Fees and Payment

Fees for Zolev's services are set out in the individual Service Agreement and may include fixed monthly retainers, per-order fulfillment fees, warehousing fees, and a percentage of COD collections. All fees are denominated in US Dollars (USD) unless otherwise agreed in writing.

Zolev deducts agreed service fees from collected COD funds before releasing the net payout to the Client. Payout settlements are processed on a 3-day cycle from the date of confirmed COD collection.

Late payments (for any fees not covered by COD deduction) are subject to interest at a rate of 3% per month.

4. Delivery Performance

Zolev targets a COD success rate of 85%+ across our network, subject to product category, market conditions, and the quality of leads generated by the Client. Delivery performance is provided as a target, not a guarantee, and is subject to carrier availability, end-customer behavior, and force majeure events.

Zolev commits to same-day dispatch of confirmed orders received before the daily cutoff time specified in the Service Agreement. Zolev is not liable for delays caused by carrier partners, customs, or events outside our operational control.

5. Inventory and Risk

Risk of loss for Client inventory passes to Zolev upon physical receipt of goods at our facilities. Zolev maintains general warehouse insurance, but Clients are advised to carry their own product insurance for full coverage.

Zolev is liable for inventory lost or damaged due to our negligence, up to the declared product value. We are not liable for normal operational shrinkage (below 0.5% of monthly units handled) or for damage caused by inherent product defects.

6. Intellectual Property

The Client retains all intellectual property rights in their brand, products, and marketing materials. By providing materials to Zolev, the Client grants us a limited license to use such materials solely for the purpose of providing the agreed services (e.g., printing branded packaging).

Zolev retains all intellectual property rights in its technology platform, processes, and operational know-how.

7. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the partnership, including business strategies, performance data, pricing, and client lists. This obligation survives termination of the Service Agreement for a period of 3 years.

8. Data Protection

Each party agrees to comply with applicable data protection laws. The Client, as data controller, authorizes Zolev to process end-customer data as a data processor solely for fulfillment purposes. Please refer to our Privacy Policy for full details.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Zolev's total liability to the Client for any claim arising from these Terms or the Service Agreement shall not exceed the total fees paid by the Client to Zolev in the 3 months preceding the event giving rise to the claim.

Zolev shall not be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or revenue, even if advised of the possibility of such damages.

10. Term and Termination

The Service Agreement specifies the initial term and renewal conditions. Either party may terminate the Agreement with 30 days' written notice. Zolev may terminate immediately if the Client breaches these Terms, fails to make payments, or engages in illegal activity.

Upon termination, Zolev will complete any orders already in process and release any remaining Client inventory and net COD proceeds within 15 business days, after deducting all outstanding fees.

11. Governing Law and Disputes

These Terms and any Service Agreement are governed by the laws of the Republic of Argentina. Any disputes that cannot be resolved amicably within 30 days shall be submitted to the exclusive jurisdiction of the Commercial Courts of the City of Buenos Aires, Argentina.

12. Amendments

Zolev may update these Terms from time to time. Material changes will be communicated to active clients with at least 30 days' notice. Continued use of services after the effective date of changes constitutes acceptance.

13. Contact

For questions about these Terms, please contact:

Zolev — Legal
Email: operaciones@zolev.com.ar
Buenos Aires, Argentina