Fulfillment Services Addendum
Last updated: 2026-09-19
This English version is provided for reference; the Japanese version prevails.
This Fulfillment Services Addendum (the "Addendum") sets out, under the Terms of Service of Last Mile, Inc. ("we", "us") (the "Terms"), the conditions for using the Fulfillment Services (receiving, storage, shipping, and related work for goods performed by us or by warehouse operators we engage; the same applies below).
Article 1. Application
- This Addendum applies only to Users that have applied for Fulfillment Services and agreed to this Addendum. It does not apply to Users that have not applied for Fulfillment Services.
- This Addendum forms the Service Agreement together with the Terms. Terms used here have the meanings given in the Terms and the Fee Terms unless otherwise defined.
- Where this Addendum and the Terms differ on matters specific to Fulfillment Services (other than fees), this Addendum prevails. Fees for the Fulfillment Services are set out in Article 19, and their billing and payment are governed by the Fee Terms. Where there is an Individual Agreement on a matter, it prevails first.
Article 2. Application and formation
- A User wishing to use Fulfillment Services shall apply for them by an Order Form or another method we prescribe, and agree to this Addendum.
- A User that does not use Fulfillment Services may add them at any time during the Service Agreement by applying under the preceding paragraph and agreeing to this Addendum.
- Use of Fulfillment Services is added to the Service Agreement when we approve the application.
Article 3. Relationship with the Standard Warehouse Deposit Terms
- The deposit of goods in the Fulfillment Services is governed by this Addendum, the Terms, and the Fee Terms and, beyond those, conforms to the Standard Warehouse Deposit Terms (B) established by Japan's Ministry of Land, Infrastructure, Transport and Tourism (Ministry Notice No. 351 of 2026; the "Standard Terms").
- On the following matters, the provisions stated in each item apply in place of the Standard Terms.
- (1) Fees, due dates, late-payment damages, and changes to fees (Article 49, paragraph 1, Article 50, and Article 51 of the Standard Terms): Article 19 and the Fee Terms
- (2) Our liability, the amount of damages, and the procedure for claims (Articles 39, 43, and 45 of the Standard Terms): Articles 8 to 14
- (3) Collection of goods after the Service Agreement ends: Articles 17 and 18
- (4) Storage period (Article 20 of the Standard Terms): goods are stored without a fixed period while the Fulfillment Services are used.
- Errors in shipping work (such as wrong shipments and wrong packing) and incidents after handover to a carrier are not covered by the Standard Terms and are governed by this Addendum.
Article 4. Declaration of deposit value
- When depositing goods, the User shall declare the cost of each item as its deposit value by the method we prescribe (registration in the product master or the inbound plan).
- If no value is declared, or we consider a declared value inappropriate, we will set an amount we consider appropriate as the deposit value and notify the User.
- If the price of goods changes significantly, the User shall request a change to the deposit value without delay.
Article 5. Re-deposit
- If unavoidable, we may re-deposit goods with another warehouse operator at our expense without the User's consent.
- In that case, we remain liable for the goods under this Addendum.
- We impose on the warehouse operator obligations equivalent to those on confidentiality and the handling of personal data in the Terms.
Article 6. Insurance
- Unless the User objects, we (or, for re-deposited goods, the warehouse operator) insure the goods against fire for the User's benefit. The fire insurance amount is the deposit value.
- The incidents covered by the fire insurance, the deductible, and other conditions follow the contract between us (or, for re-deposited goods, the warehouse operator) and the insurer. At the User's request, we notify the User of those conditions in writing.
- Where the User needs cover for damage not covered by the insurance in the preceding two paragraphs (including damage from incidents other than fire), it shall take out insurance at its own expense.
Article 7. Stocktaking and cooperation with inventory checks
- We take stock at least once a year and report the result to the User.
- A User wishing to inspect deposited goods, attend a stocktake, or check inventory for an accounting audit shall request it by the method we prescribe at least 10 business days before the desired date. We cooperate to the extent that it does not interfere with warehouse safety or with keeping other depositors' information confidential. Our cooperation is free of charge up to once a year; beyond that, and for special work requested by the User, we may charge actual costs.
- The User shall provide the product master and other information needed for our stocktake at our request.
- Where a stocktake shows a difference between recorded and actual inventory, we investigate the cause and report to the User. Where a shortage is a loss for which we are liable, the next Article applies.
Article 8. Loss of or damage to goods in storage
- This Article applies to loss of or damage to goods in storage arising between the time we (including a warehouse operator to which goods are re-deposited; the same applies through Article 13) receive the goods and the time our liability ends under Article 11, paragraph 1.
- We are liable for damages only when the damage is caused by the willful misconduct or gross negligence of us, our employees, or a warehouse operator to which the goods are re-deposited. A User claiming damages shall prove that the damage was caused by such willful misconduct or gross negligence.
- Damages are calculated according to the extent of the damage, based on the market value at the time the damage occurred (or, if that time is unknown, at the time it was discovered), capped at the following amounts.
- (1) Damage caused by fire: the amount paid under the fire insurance in Article 6
- (2) Damage from causes other than fire: the deposit value of the goods
- Damages other than those in the preceding paragraph (including lost sales opportunities and damage to brand value) are capped at the total fees already incurred for the goods concerned.
Article 9. Wrong shipments, wrong packing, and other work errors
- This Article applies to errors in our work, such as shipping merchandise, quantities, or to addresses different from the shipping instructions, errors in inserts, damage caused by inadequate packing, and errors in receiving inspection or labelling.
- We are liable for the errors in the preceding paragraph, unless we show that the error was not attributable to us.
- We are not liable for errors caused by mistakes in shipping instructions, the product master, or other data the User connected or entered into the Service.
- Where we are liable, the following are compensated.
- (1) Fulfillment fees and shipping fees for shipping the correct merchandise again
- (2) Shipping fees for recovering the merchandise shipped in error
- (3) Merchandise that could not be recovered, or that was recovered but can no longer be sold: the amount calculated under paragraph 3 of the preceding Article
- (4) Damages other than those in the preceding items (such as lost sales opportunities, damage to brand value, and compensation to purchasers): capped, as in paragraph 4 of the preceding Article, at the total fees already incurred for the goods concerned
Article 10. Wrong shipments and the like caused by system failures or processing errors
- This Article applies where a failure of the Service's systems or a processing error (such as sending shipping instructions in error or in duplicate, or an error in allocating inventory) causes a wrong shipment, a delayed shipment, or a missed shipment.
- In that case, damage concerning loss of or damage to goods, recovery, and re-delivery is compensated to the same extent as items 1 to 3 of paragraph 4 of the preceding Article. Other damages are governed by Article 21 of the Terms (Disclaimer and limitation of liability).
- Damage caused by failures or specification changes of external services, or by errors in the User's settings or data, is governed by Article 9 of the Terms and paragraph 3 of the preceding Article.
- Where the damage is caused both by the Service's systems and by our fulfillment work, this Addendum applies to damage concerning loss of or damage to goods, recovery, and re-delivery, and Article 21 of the Terms applies to other damages. The same damage is not compensated twice.
- Compensation we pay under this Addendum is not included in calculating the cap in Article 21, paragraph 2 of the Terms (the total fees for the preceding 12 months).
Article 11. Incidents after handover to a carrier
- Our liability for the goods ends when we hand them over to a carrier or another person the User designates (Article 38 of the Standard Terms).
- Loss, damage, delayed delivery, and misdelivery of goods arising after handover are compensated under the carrier's conditions of carriage.
- Where we or the warehouse operator are the party to the contract of carriage with the carrier, we request the investigation and claim the compensation from the carrier, and hand over to the User the compensation received from the carrier. Where the User is the party to the contract of carriage, the User makes the claim, and we cooperate by providing shipping records and otherwise.
- Who bears damage not compensated by the carrier (such as the part exceeding the limit in the conditions of carriage, and re-delivery costs) is governed by the next Article.
- Where damage arising after handover is caused by inadequate packing or another error in our work, Article 9 applies.
Article 12. Recovery and re-delivery costs
The costs of recovering and re-delivering goods arising from an incident are borne as follows.
| Cause of the incident | Who bears recovery and re-delivery costs |
|---|---|
| A cause for which we are liable under Articles 8 to 10 | Us |
| Errors in the User's shipping instructions or data, or the nature or defects of the goods | The User |
| Incidents after handover to a carrier (other than those caused by errors in our work) | Covered by the carrier's compensation. The User bears the part not compensated |
| Causes exempted under Article 14 | The User |
Article 13. Notice, investigation, and claims for incidents
- When the User learns of loss of or damage to goods, a wrong shipment, or another incident, it shall notify us by the method we prescribe within 14 days of learning of it, with the order number, merchandise, quantity, circumstances, and photographs or other materials.
- When we receive the notice in the preceding paragraph, we investigate the cause and report the result and whether compensation will be paid within 10 business days. If the investigation is not finished within that period, we report the status at that time and when we expect to respond.
- Until the investigation is finished, the User shall keep the goods and packing materials concerned, or ask the purchaser to keep them.
- Where the cause can no longer be investigated because the User did not give notice within the period in paragraph 1, we are not liable for that incident. For goods shipped directly to purchasers, this Article applies in place of Article 45 of the Standard Terms (no liability after goods are received without reservation).
- Compensation is paid by deducting it from later invoices for fees. Where it cannot be deducted, because the Service Agreement has ended or for another reason, we pay the compensation to the User.
Article 14. Exemption
We are not liable for damage caused by earthquakes, tsunamis, floods, storms, or other natural disasters, war, riots, cyberattacks, epidemics, labor disputes, the nature or defects of the goods, inadequate packing, or other causes we cannot avoid.
Article 15. Stopping shipping and release
- Where we suspend provision of the Service under Article 17 of the Terms (Suspension of use), this includes, for Fulfillment Services, stopping the shipping and release of goods.
- We do not stop the shipping or release of goods solely because an amount that may be withheld under Article 8 of the Fee Terms is unpaid.
- Storage and other fees during the stop are borne by the User.
- When we confirm that the cause of the stop has been resolved, we resume shipping and release without delay.
Article 16. Ending Fulfillment Services only
- The User may cancel Fulfillment Services only, by the same method and deadline as in Article 19, paragraph 1 of the Terms. In that case, use of the Service other than Fulfillment Services continues.
- When Fulfillment Services end, the next Article and Article 18 apply.
Article 17. Collection of goods at the end
- When the Service Agreement or the Fulfillment Services end, the User shall, within 30 days of the end date, specify where and how the goods are to be collected and collect them.
- Collection costs, and storage and other fees until collection, are borne by the User. However, where the Service Agreement ends for a cause attributable to us, we bear the collection costs and the storage fees during the period in the preceding paragraph.
Article 18. Goods not collected
- If the goods are not collected within the period in paragraph 1 of the preceding Article, we may, in accordance with Articles 29 to 32 of the Standard Terms, set a deadline and demand collection, and then auction, sell, or dispose of the goods.
- From the sale proceeds, we deduct unpaid fees and the costs of the sale and disposal, and pay the remainder to the User.
- We are not liable for damage to the goods arising after the period in paragraph 1 of the preceding Article.
Article 19. Fulfillment fees
- Fees for the Fulfillment Services ("Fulfillment Fees") are the base fee, overage fees for monthly active SKUs beyond those included in the base fee, storage fees, fulfillment fees, shipping fees, and fees for other related work. Amounts follow the fee table on our website or a quote we present and the User accepts.
- A User that has applied for Fulfillment Services pays both the platform fee for the Features it has applied for and Fulfillment Fees.
- Billing, payment, disputes over invoices, late payment, and settlement when the Service Agreement ends for Fulfillment Fees are governed by the Fee Terms. Storage and other fees until goods are collected under Article 17 are invoiced separately from the settlement under Article 10 of the Fee Terms.
Article 20. Handling of shipping details and related data
- To provide the Fulfillment Services, we obtain shipping details (such as name, address, and telephone number), the product master, deposit values, and records of receiving, storage, and shipping, and use them for storing goods, shipping work, and handing goods over to carriers. The retention period and the return and deletion at the end are governed by Article 12, paragraph 8 of the Terms.
- The personal data we provide to warehouse operators to which goods are re-deposited and to carriers is limited to what is necessary to perform the entrusted work.