Client Agreement &
Engagement Terms
This agreement governs the relationship between Direct Recovery Solutions and our clients. Please read carefully before engaging our services.
This Client Agreement and Engagement Terms (the “Agreement”) is entered into between Direct Recovery Solutions LLC (“DRS,” “we,” “us,” or “our”) and the business entity or individual identified in the accompanying Engagement Letter or online sign-up form (the “Client”). By engaging DRS’s services — whether by signing below, submitting an online form, or providing access to accounts or invoices — Client agrees to be bound by all terms herein.
Performance Fees Only
You pay nothing unless we recover money for your business.
Your Data is Protected
Read-only access only. We never move, modify, or share your data.
Policy-Compliant Always
All claims are filed within carrier and marketplace terms of service.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
- “DRS” means Direct Recovery Solutions LLC, a limited liability company organized under the laws of the United States, together with its officers, employees, agents, and authorized subcontractors.
- “Client” means the business entity or individual who has engaged DRS for recovery audit services, as identified in the Engagement Letter, online enrollment, or mutually executed agreement.
- “Services” means the invoice auditing, claim filing, account reconciliation, refund recovery, and related services described in Section 2 of this Agreement.
- “Recovered Amount” means any credit, refund, payment, or monetary benefit actually received by the Client as a direct result of DRS’s efforts, including carrier credits, marketplace reimbursements, and direct refund payments.
- “Carrier” means any parcel, freight, or logistics company from which recoveries are pursued, including but not limited to UPS, FedEx, USPS, DHL, and regional carriers.
- “Marketplace” means any e-commerce platform or marketplace from which recoveries are pursued, including but not limited to Amazon, Walmart Marketplace, eBay, Shopify, Target Plus, and Wayfair.
- “Engagement Letter” means the signed or accepted document specifying Client-specific services, fee percentages, and the commencement date of this Agreement.
DRS will provide the following services as applicable to Client’s business operations and as specified in the Engagement Letter. Services are rendered on a best-efforts basis and DRS makes no guarantee of specific recovery amounts.
Included Services (as applicable)
- Audit of parcel carrier invoices (UPS, FedEx, USPS, DHL, and regional carriers) for billing errors, duplicate charges, incorrect dimensional weight calculations, and unauthorized surcharges.
- Identification and filing of guaranteed service failure refund claims within carrier-mandated filing windows.
- Amazon FBA and FBM inventory reconciliation, including lost inventory, inbound shipment discrepancies, warehouse damage, and fee overcharge identification and claim filing.
- Walmart Marketplace, eBay, Shopify, and other marketplace billing discrepancy identification and reimbursement claim filing.
- LTL, FTL, and international freight invoice auditing for classification errors, accessorial overcharges, and duplicate billing.
- Carrier contract compliance verification to ensure negotiated discounts are correctly applied on all shipments.
- Lost and damaged shipment claim filing, documentation management, and carrier negotiation.
- Customs and import duty review, overpayment identification, and duty drawback opportunity assessment (in cooperation with licensed customs brokers).
- Ongoing monitoring, claim tracking, and recovery dashboard reporting.
Services Not Included
- Legal representation, litigation support, or formal legal proceedings against carriers or marketplaces.
- Tax advisory, accounting, or financial planning services.
- Carrier rate negotiation unless specifically agreed in the Engagement Letter.
- Services for claim types or platforms not listed in the Engagement Letter without a written amendment.
Service amendments: Additional services may be added to this Agreement at any time by mutual written consent, including email. Amended services will be subject to the fee structure described in Section 3 unless otherwise specified.
DRS operates exclusively on a performance-based compensation model. Client owes no fees unless and until a Recovered Amount is actually received. There are no upfront fees, retainers, setup charges, or monthly minimums.
Performance Fee
DRS shall earn a fee equal to a percentage of each Recovered Amount, as specified in the Engagement Letter. Standard fee ranges by service type are indicated below for reference; the Client’s specific agreed rate is binding as stated in the Engagement Letter.
| Service Category | Standard Fee Range | Fee Basis |
|---|---|---|
| Parcel Carrier Audit (UPS/FedEx/USPS) | 25% – 35% of recovery | Per refund or credit received |
| Amazon FBA/FBM Reimbursement | 25% – 35% of recovery | Per reimbursement received |
| Marketplace Reimbursement (Other) | 25% – 35% of recovery | Per reimbursement received |
| LTL / FTL Freight Audit | 30% – 40% of recovery | Per refund or credit received |
| Carrier Contract Compliance | 30% – 40% of recovery | Per recovery period settled |
| Customs & Duty Recovery | 25% – 35% of recovery | Per duty refund or drawback received |
| Lost & Damaged Claims | 25% – 35% of recovery | Per claim settled and paid |
Invoicing & Payment
- DRS will invoice Client promptly upon confirmation that a Recovered Amount has been credited to Client’s carrier/marketplace account or paid directly to Client.
- Invoices are due and payable within 30 days of the invoice date.
- DRS may invoice monthly in arrears for all recoveries confirmed during that calendar month.
- Overdue invoices will accrue interest at the rate of 1.5% per month (18% per annum) from the due date until paid in full.
- Client is responsible for all reasonable costs of collection, including legal fees, for invoices not paid within 60 days.
No recovery, no fee. If DRS does not recover any amounts on Client’s behalf during the engagement, Client owes nothing. Our compensation is entirely contingent on results we actually deliver.
Client agrees to cooperate reasonably with DRS to enable effective delivery of the Services. Client’s cooperation is essential to maximizing recovery outcomes.
- Data and Access: Provide DRS with access to carrier invoices, marketplace seller accounts (read-only credentials), shipping records, and other data reasonably requested to perform the Services.
- Accuracy: Ensure that data and account credentials provided to DRS are accurate, current, and belong to the Client’s own business accounts.
- Timely Response: Respond to DRS requests for additional information, documentation, or approvals within a reasonable time (typically 5–10 business days) to avoid delays in claim filing deadlines.
- Notification of Changes: Promptly notify DRS of any changes to carrier accounts, marketplace accounts, business structure, or shipping volume that may affect the Services.
- No Duplicate Filing: Client agrees not to independently file claims for the same billing errors, losses, or overcharges that DRS has been engaged to pursue on Client’s behalf, to avoid duplication or carrier policy violations.
- Authorization: Client represents that it has authority to grant DRS access to its accounts and to authorize DRS to file claims on its behalf.
- Communication: Designate a primary point of contact who can receive communications from DRS and respond on behalf of Client.
Delays caused by Client: DRS shall not be responsible for missed claim deadlines, reduced recovery amounts, or unrecovered claims resulting from Client’s failure to provide timely access, data, or approvals. DRS will make reasonable efforts to notify Client of approaching deadlines.
Scope of Access
DRS will access Client accounts and data solely for the purpose of identifying and filing legitimate refund and reimbursement claims. All access will be:
- Read-only where possible: DRS requests the minimum level of account access necessary to perform the Services.
- Limited in scope: Access is used exclusively for audit, claim identification, and claim submission purposes.
- Non-disruptive: DRS will not modify account settings, place orders, alter inventory records, or take any action outside the scope of claim recovery.
- Revocable: Client may revoke account access at any time by notifying DRS in writing, subject to the termination provisions in Section 6.
Confidentiality Obligations
Both parties agree to maintain the confidentiality of the other party’s non-public business information disclosed in connection with this Agreement:
- DRS will not disclose Client’s shipping data, invoice details, account information, recovery amounts, or business information to any third party except as necessary to file claims with carriers and marketplaces, or as required by law.
- Client will not disclose DRS’s proprietary audit methodologies, software tools, or business processes to competitors or third parties.
- Confidentiality obligations survive termination of this Agreement for a period of three (3) years.
- Information that is publicly available, independently developed, or received from a third party without restriction is not subject to these confidentiality obligations.
Data Security
DRS employs industry-standard security measures to protect Client data, including encrypted data transmission, access controls, and secure credential storage. DRS will promptly notify Client of any known unauthorized access to Client’s data held by DRS.
Term
This Agreement commences on the date specified in the Engagement Letter and continues until terminated by either party in accordance with this Section. The Agreement automatically renews for successive 30-day periods unless terminated.
Termination by Either Party
- Either party may terminate this Agreement without cause upon 30 days’ written notice to the other party.
- Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receiving notice.
- DRS may suspend or terminate Services immediately if Client provides false or unauthorized account access, or violates carrier/marketplace terms of service in a manner that puts DRS or Client at risk.
Effect of Termination
- Upon termination, DRS will cease filing new claims on Client’s behalf and will transfer all pending claim documentation to Client upon written request.
- Tail Fee Provision: DRS shall remain entitled to its performance fee on any Recovered Amount received by Client within 180 days after the termination date that is attributable to claims filed or work performed by DRS prior to termination.
- Client remains obligated to pay all outstanding invoices for recoveries received prior to the termination date.
- Confidentiality obligations and any accrued rights survive termination.
Tail period: The 180-day tail fee provision ensures DRS is fairly compensated for work already performed that results in recoveries after termination. This does not prevent Client from engaging another service provider for new claims after termination.
DRS will provide Client with regular updates on the status of audits, filed claims, and recovered amounts. The following timelines are estimates based on typical carrier and marketplace processing times; actual timelines may vary.
- Initial Audit: Completed within 5–10 business days of receiving sufficient account access and invoice data.
- Claim Filing: Eligible claims are filed on an ongoing, rolling basis as they are identified, typically within 3–7 business days of identification.
- First Recoveries: Most clients receive their first carrier credits or reimbursements within 2–4 weeks of initial claim filing.
- Complex Claims: Contract compliance audits, customs duty drawback, and multi-year freight audits may take 6–14 weeks to process and settle.
- Reporting: DRS provides a recovery dashboard or regular email updates summarizing claims filed, claims in progress, and amounts recovered.
- Carrier Denial & Appeal: If a carrier denies a claim, DRS will assess the denial and, where appropriate, file an appeal or escalation at no additional cost to Client.
No guarantee of specific amounts: DRS does not guarantee any specific recovery amount. Recovery outcomes depend on the nature of billing errors present, carrier and marketplace cooperation, applicable filing deadlines, and the completeness of Client-provided data.
DRS Represents and Warrants:
- DRS has the legal authority and expertise to provide the Services described in this Agreement.
- All claims filed on Client’s behalf will be based on legitimate, documented billing errors, losses, or entitlements and will comply with applicable carrier and marketplace policies and terms of service.
- DRS will not engage in fraudulent, deceptive, or policy-violating claim practices on Client’s behalf.
- DRS maintains appropriate business insurance, including general liability and professional liability (E&O) coverage.
Client Represents and Warrants:
- Client has the legal authority to enter into this Agreement and to grant DRS access to the accounts and data described herein.
- All information, invoices, and account access provided to DRS are accurate and belong to Client’s legitimate business operations.
- Client’s use of carriers and marketplaces has been and will continue to be in compliance with their respective terms of service.
- Client has not already received reimbursement or credit for claims that DRS is engaged to recover.
To the fullest extent permitted by applicable law, the following limitations apply to each party’s liability under this Agreement:
- Consequential Damages Exclusion: Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
- Cap on Liability: DRS’s total aggregate liability to Client for any and all claims arising under this Agreement shall not exceed the total performance fees actually paid by Client to DRS in the twelve (12) months immediately preceding the event giving rise to the claim.
- Missed Deadlines: DRS shall not be liable for any recovery opportunities lost due to expired claim filing deadlines where such expiration was caused by Client’s failure to provide timely data, access, or approvals after DRS’s written request.
- Carrier and Marketplace Decisions: DRS shall not be liable for carrier or marketplace decisions to deny, reduce, or reverse claim settlements, provided DRS followed its standard claims process in good faith.
- Force Majeure: Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government actions, carrier system outages, or marketplace policy changes.
Informal Resolution
The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement informally before initiating formal proceedings. Either party may initiate informal resolution by providing written notice to the other party describing the dispute in reasonable detail. The parties will negotiate in good faith for a period of not less than 30 days from the date of such notice.
Binding Arbitration
If informal resolution is unsuccessful, any remaining dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the arbitrator’s decision shall be final and binding. Judgment upon the award may be entered in any court of competent jurisdiction.
Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the federal and state courts located in Delaware.
Class Action Waiver
Each party waives any right to pursue disputes on a class-wide, collective, or consolidated basis. All disputes must be brought in the parties’ individual capacities.
Independent Contractor
DRS is an independent contractor of Client. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. DRS has no authority to bind Client to any contract or obligation without Client’s express prior written consent.
Entire Agreement
This Agreement, together with the Engagement Letter and any written amendments, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written.
Amendments
This Agreement may only be amended by a written instrument signed by authorized representatives of both parties, or by mutual email agreement between designated contacts. DRS reserves the right to update these standard terms upon 30 days’ written notice; continued engagement after such notice constitutes acceptance.
Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
Assignment
Client may not assign this Agreement or its rights hereunder without DRS’s prior written consent. DRS may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of substantially all its assets, provided that the successor assumes all obligations herein.
Notices
All notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt), overnight courier, or certified mail to the addresses provided in the Engagement Letter. Notices to DRS should be directed to: legal@directrecoverysolutions.com and info@directrecoverysolutions.com.
Waiver
A party’s failure or delay in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of that right. A single or partial exercise of any right shall not preclude further exercise of that or any other right.
By signing below (or by accepting electronically via DRS’s online enrollment process), each party acknowledges that it has read, understood, and agrees to be bound by all terms of this Agreement. Electronic acceptance, including submission of an online enrollment form or email confirmation from an authorized representative, constitutes a valid and binding signature.
Agreement Execution
This Agreement is executed as of the date last signed below. Both parties intend to be legally bound by these terms.
Direct Recovery Solutions LLC
Client
By signing or accepting electronically, Client confirms that the individual signing is duly authorized to bind the Client entity to the terms of this Agreement. Electronic signatures are accepted and deemed equivalent to handwritten signatures for all purposes. To sign electronically or request a countersigned PDF copy, please contact us at legal@directrecoverysolutions.com or visit directrecoverysolutions.com/contact-us/