Direct Fulfillment Agreement

This Direct Fulfillment Agreement ("Agreement") governs the business-to-business relationship between suppliers and dropshippers using the DSInfra platform. By making products available on the platform (as a supplier) or linking to supplier products (as a dropshipper), both parties agree to be bound by these terms.

1. Definitions

"Supplier" means a business that lists products on DSInfra for fulfillment to third-party customers on behalf of dropshippers.
"Dropshipper" means a business that sells products through their own sales channels and uses suppliers on DSInfra to fulfill orders directly to their customers.
"Direct Fulfillment" means the shipment of goods directly from the supplier to the dropshipper's end customer, where the supplier acts as the fulfillment partner in a B2B arrangement.
"End Customer" means the final recipient of goods, being the customer of the dropshipper.
"Supply Channel" means the supplier's connected e-commerce platform (e.g., Shopify store) from which products are sourced.

2. Nature of the Relationship

This Agreement establishes a business-to-business fulfillment arrangement, not a traditional retail dropshipping or arbitrage relationship.

The supplier is a fulfillment partner providing goods and shipping services to the dropshipper
The dropshipper is a reseller with an authorized agreement to sell the supplier's products
The transaction between supplier and dropshipper is a B2B wholesale sale
The supplier explicitly authorizes the dropshipper to resell their products
Both parties operate as independent businesses — neither is an employee, agent, or partner of the other

3. Supplier Obligations

By making products available on DSInfra, suppliers agree to:

Product Requirements

Supply only new, unused, and authentic goods in merchantable condition
Ensure products match their descriptions, images, and specifications as listed
Maintain accurate inventory levels and pricing on their supply channel
Notify dropshippers promptly of any product discontinuations or significant changes

Packaging and Branding

Ship products in neutral, unbranded packaging OR packaging clearly branded with the supplier's own brand identity
Never ship products in packaging bearing third-party marketplace branding (e.g., Amazon, AliExpress, eBay, or other retailer packaging)
Never include invoices, receipts, promotional materials, or pricing information from the supplier or any third party
Include only the shipping label and any legally required documentation (e.g., customs forms for international shipments)

Fulfillment Standards

Fulfill orders directly from their own inventory or authorized supply chain
Not fulfill orders by purchasing from third-party retailers or marketplaces (no sub-dropshipping)
Ship within the timeframes stated in their supplier profile
Provide valid tracking information for all shipments
Handle returns in accordance with their stated return policy

Authorization Grant

By making their catalog live on DSInfra, suppliers:

Grant dropshippers the right to resell their products through dropshipper sales channels
Authorize the display of product images, descriptions, and specifications on dropshipper storefronts
Agree to fulfill orders placed by dropshippers' end customers
Acknowledge that dropshippers may set their own retail prices

4. Dropshipper Obligations

By linking to supplier products on DSInfra, dropshippers agree to:

Sales Channel Compliance

Comply with all terms and policies of their sales channel platforms (eBay, Amazon, Shopify, etc.)
Accurately represent products to end customers based on supplier-provided information
Maintain appropriate customer service for their end customers
Handle end-customer inquiries, complaints, and disputes

Order Accuracy

Ensure shipping addresses provided to suppliers are accurate and complete
Verify order details before submission to suppliers
Promptly communicate any order changes or cancellations

Payment

Pay suppliers promptly for fulfilled orders via the DSInfra payment system
Not dispute legitimate charges for goods that were shipped as ordered

Returns and Refunds

Manage returns in accordance with the supplier's stated return policy
Not commit to return terms that exceed what the supplier offers
Coordinate return shipments with suppliers as required

5. Order Cancellations and Platform Fees

When orders are cancelled or refunded, platform fees are handled as follows:

Scenario	Product Refund	Platform Fee
Cancellation (before dispatch)	100% refunded	100% refunded
Full refund (after dispatch)	100% refunded	100% refunded
Partial refund	Proportional	Proportional (same %)

Example: If 40% of an order is refunded, 40% of the platform fee is also refunded.

Important notes:

Stripe payment processing fees are non-refundable (Stripe does not return these on refunds)
Refunds are processed through Stripe and may take 5-10 business days to appear
Cancellations must be communicated promptly — orders that have already been dispatched cannot be cancelled
The supplier initiates refunds; dropshippers cannot unilaterally trigger refunds for orders they have paid for

6. Prohibited Conduct

The following conduct is prohibited and may result in immediate termination:

For Suppliers

Sub-dropshipping: Fulfilling orders by purchasing from third-party retailers or marketplaces rather than from genuine inventory
Third-party branding: Shipping products in Amazon, AliExpress, Wish, or other marketplace-branded packaging
Price exposure: Including invoices, receipts, or any documentation showing wholesale pricing
Misrepresentation: Listing products they cannot reliably supply or fulfill
Direct solicitation: Contacting dropshippers' end customers to solicit direct business

For Dropshippers

Misrepresentation: Falsely claiming to hold inventory or operate a warehouse
Policy violations: Violating sales channel policies in ways that could implicate suppliers
Fraudulent orders: Submitting orders with false information or fraudulent payment
Unauthorized returns: Accepting returns that violate supplier return policies and expecting supplier refunds

7. User Discretion and Blocking

Supplier Rights

Suppliers have sole discretion over their business relationships. Suppliers may:

Choose which dropshippers may access their catalog and products
Block any dropshipper from viewing their products, placing orders, or linking to their catalog, for any reason or no reason
Set different pricing, discount tiers, or terms for different dropshippers
Limit which products are available to specific dropshippers
Require approval before dropshippers can link to their products
Remove dropshipper access at any time

Suppliers are under no obligation to supply any particular dropshipper, explain blocking decisions, or provide equal access to all users.

Dropshipper Rights

Dropshippers may:

Choose which suppliers to work with
Disconnect from any supplier at any time (outstanding orders must still be paid)
Report suppliers who violate platform policies

No Entitlement

Neither suppliers nor dropshippers are entitled to:

Access to any particular user's products or catalog
Continued business relationships with any user
Explanation of blocking or restriction decisions
Equal treatment compared to other users
Mediation or intervention from DSInfra in relationship disputes

All blocking and restriction decisions between users are final. DSInfra does not arbitrate these decisions.

8. Platform Evidence and Documentation

DSInfra maintains records that document the legitimate B2B fulfillment relationship:

Supplier authorization: Record of supplier making products available for fulfillment
Catalog linking: Record of dropshipper linking to authorized supplier products
Order history: Transaction records showing B2B purchases from authorized suppliers
Payment records: Evidence of B2B payment for goods

This documentation may be provided to dropshippers upon request to demonstrate compliance with sales channel policies regarding fulfillment arrangements. If you are questioned by a marketplace (eBay, Amazon, etc.) about your dropshipping arrangement, this documentation serves as evidence of your legitimate wholesale supplier relationship.

9. Intellectual Property

Suppliers retain all intellectual property rights in their products, brand, and content
By making products available, suppliers grant dropshippers a limited licence to use product images and descriptions for resale purposes
This licence terminates immediately when a dropshipper unlinks from a supplier's products
Dropshippers may not modify supplier trademarks or misrepresent brand relationships

10. Liability and Disputes

Product liability: Suppliers are responsible for product quality, safety, and compliance with applicable laws
Fulfillment liability: Suppliers are responsible for shipping errors, delays, and damage in transit
Customer service: Dropshippers are responsible for end-customer relationships and satisfaction
Disputes: Disputes between suppliers and dropshippers must be resolved directly between those parties. DSInfra does not mediate or arbitrate such disputes

11. Termination and Consequences

Voluntary Termination

Either party may terminate the fulfillment relationship at any time by unlinking products on DSInfra
Suppliers may remove dropshipper access at any time
Dropshippers may disconnect from suppliers at any time

Termination for Cause

DSInfra may immediately terminate a user's access for violations of this Agreement, including:

Sub-dropshipping or fulfilling orders from third-party marketplaces
Shipping products in prohibited packaging (Amazon, AliExpress, etc.)
Repeated failure to fulfil orders in a timely manner
Fraudulent activity or deceptive practices
Excessive chargebacks or payment disputes
Harassment or abuse of other users
Any violation of the DSInfra Terms of Service

Effect of Termination

Outstanding orders at the time of termination must still be fulfilled by the supplier and paid for by the dropshipper
All product links and catalog access are revoked immediately
Intellectual property licences terminate immediately
Termination does not affect any rights or obligations that accrued prior to termination
Users terminated for cause are not entitled to refunds or reinstatement

Platform Discretion

All termination decisions by DSInfra are made at our sole discretion and are final. We are not obligated to provide warnings, detailed explanations, or opportunities to appeal.

12. Amendments

DSInfra may update this Agreement from time to time. Material changes will be communicated via email or platform notification. Continued use of the platform after changes take effect constitutes acceptance.

13. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Contact

For questions about this Agreement, contact:

Essential Online Traders LTD
Email: support@dsinfra.io
Registered Office: 8 Summering Close, Okehampton, England, EX20 1FY
Company Number: 11901044