Terms of Service

1. Definitions

• "Client", "you", "your" — the company or person using the Services.
• "Goods" — products, merchandise, or other items shipped to our address or handled by us on your behalf.
• "Return Services" — receiving, inspecting, photographing, storing, re-shipping, consolidating, or disposing of Goods as instructed by you.
• "Site" — our website at vernalpath.jp.
• "Operational Instructions" — your written rules for inspection criteria, classification, re-shipment, storage, and disposition.

2. Scope of Services

We provide a Japan-based return address and associated reverse logistics services, which may include:

• Receiving and logging returned parcels
• Opening parcels and inspecting Goods
• Creating photo reports (and where agreed, short videos)
• Short- or medium-term storage
• Re-shipping, consolidation, or disposal as instructed
• Operational updates in English

We are not a carrier, freight forwarder, or customs broker. Physical transport is carried out by third-party carriers under their own terms. We may act as your operational agent to arrange shipments when you instruct us to do so.

3. Onboarding and account

You agree to provide accurate company information, contact details, billing information, and realistic shipment/return volume estimates. You must promptly notify us of changes.

We may refuse, delay, or suspend onboarding where required by law or where proposed use creates unreasonable operational, legal, safety, or compliance risks.

4. Client responsibilities

• Ensure Goods are lawful and compliant with applicable laws and carrier rules in Japan and any destination country.
• Provide clear written Operational Instructions (inspection criteria, defect grading, re-shipment rules, storage periods, disposal preferences).
• Provide accurate product descriptions, declared values, and customs-related information where needed.
• Maintain the relationship with your end customers. We do not provide end-customer support unless separately agreed in writing.
• Arrange appropriate insurance for Goods. We do not automatically insure Goods.

5. Prohibited and restricted Goods

You must not send Goods that are illegal, dangerous, or prohibited under law or carrier rules, including (without limitation) explosives, weapons, hazardous chemicals, counterfeit products, items that infringe IP rights, or items requiring special permits or temperature-controlled storage unless explicitly agreed in writing.

If prohibited/restricted Goods are discovered, we may suspend handling, isolate the parcel, notify you and/or authorities, and take reasonable measures for safety and compliance. You remain responsible for related costs and liabilities.

6. Parcels, inspection, and reporting

We register parcels using shipping label data and any tracking details you provide. We follow your Operational Instructions on a reasonable-efforts basis, but we do not guarantee detection of every issue, defect, or missing component.

Reports (photo/video) are created to support your decisions and are not a substitute for your own manufacturing QA or product safety testing. Colors/defects may appear differently depending on lighting and camera conditions.

7. Storage, abandonment, and disposal

Storage may be charged per parcel, bin, or pallet depending on the agreed pricing/workflow. You must provide timely instructions. If instructions and/or payments are overdue, Goods may be treated as abandoned to the extent permitted by law.

Where permitted, abandoned Goods may be disposed of, recycled, or liquidated after reasonable notice. Any net proceeds may be applied to outstanding balances. You remain liable for any remaining unpaid fees.

8. Fees, invoicing, and taxes

Fees follow our pricing page and/or a written agreement with you. Fees may include monthly plans, per-parcel handling, storage, re-shipment handling, consolidation, and special handling. Carrier charges, duties, and taxes are separate unless explicitly included.

Late payments may lead to suspension, storage holds, late fees (where permitted), or a requirement for prepayment. You are responsible for applicable taxes related to your use of the Services (excluding our own income taxes).

9. Shipping, customs, and third-party carriers

When you instruct us to ship on your behalf, we may act as your agent to arrange shipments. Carrier terms apply. Transit times, tracking updates, loss/damage in transit, customs delays, and delivery outcomes are outside our control.

You are responsible for declared values, customs paperwork, HS codes where applicable, prohibited-destination rules, and duties/taxes unless otherwise agreed in writing.

10. Service levels and operational limitations

We aim to provide the Services with reasonable care and skill consistent with industry standards. We do not guarantee uninterrupted service, specific processing times, or specific outcomes unless explicitly agreed in a written SLA.

Delays may occur due to carrier issues, customs, peak volumes, holidays, access restrictions, safety checks, or other circumstances outside our reasonable control.

11. Liability and limitations

To the maximum extent permitted by law, our total liability for any claim arising out of or relating to the Services is limited to the lower of:

• the documented value of the affected Goods; or
• the limit specified in a written agreement with you.

We are not liable for (i) wear and tear, pre-existing defects, or manufacturing issues, (ii) inadequate packaging, (iii) inaccurate information supplied by you, (iv) carrier delays/loss/damage, (v) customs issues, or (vi) events of force majeure.

We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or business interruption.

12. Indemnification

You agree to indemnify and hold harmless Vernal Path/UNFOLD from claims, damages, liabilities, penalties, and reasonable costs arising from: (i) your breach of these Terms, (ii) illegal/dangerous/infringing Goods, (iii) inaccurate or incomplete information provided by you, or (iv) claims by your customers relating to your products, warranties, or return policies.

13. Intellectual property

All content on the Site and materials provided by us (excluding your materials) are owned by Vernal Path/UNFOLD or licensors. You may not copy, distribute, or create derivative works without our written consent.

14. Confidentiality

Each party must protect confidential information with reasonable care and use it only to perform obligations related to the Services. Disclosure is permitted only to the extent necessary for performance (e.g., vendors/carriers) or required by law.

15. Data protection and privacy

Our handling of personal data is described in the Privacy Policy, which forms part of these Terms.

16. Term, suspension, and termination

These Terms apply from first use until termination. We may suspend Services for non-payment, misuse, prohibited Goods, compliance concerns, or security reasons. Either party may terminate with reasonable notice unless otherwise agreed in writing.

Upon termination, you remain responsible for outstanding fees and for providing final instructions regarding any Goods in storage.

17. Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, carrier disruptions, labor disputes, power/internet outages, governmental actions, or other emergencies.

18. Governing law and jurisdiction

These Terms are governed by Japanese law. Disputes are subject to the exclusive jurisdiction of the Tokyo District Court (or the Tokyo Summary Court, as applicable), unless mandatory law states otherwise.

19. Changes to these Terms

We may update these Terms from time to time. Updated versions will be posted on this page with a revised “Last updated” date. Continued use after the effective date constitutes acceptance of the updated Terms.

20. Contact

Vernal Path LLC (Operator of UNFOLD)
Tokyo, Japan
Email: info@vernalpath.jp