Terms of Service

1 Definitions

The following terms, when used in these Terms of Service, shall have the meanings set forth below:

2 Services Provided

DRS provides the following categories of recovery and audit services, subject to the specific scope agreed upon in each Engagement Agreement:

• Parcel Carrier Invoice Auditing: Review of UPS, FedEx, USPS, DHL, and regional carrier invoices for billing errors, late delivery refund eligibility, DIM weight miscalculations, surcharge overcharges, and duplicate charges.
• E-Commerce & Marketplace Reimbursement: Identification and filing of reimbursement claims for Amazon FBA/FBM inventory discrepancies, Walmart Marketplace fee errors, and related Marketplace overcharges.
• Freight Invoice Auditing: Review of LTL, FTL, and international freight invoices for classification errors, accessorial overcharges, and duplicate billing.
• Carrier Contract Compliance: Verification that Carrier billing adheres to negotiated contract terms, including applicable discounts, surcharge caps, and tier incentives.
• Lost & Damaged Shipment Claims: Preparation, submission, and follow-up of claims for lost or damaged shipments with Carriers.
• Customs & Import Duty Recovery: Identification of overpaid import duties, duty drawback opportunities, and HTS code misclassifications in cooperation with licensed customs brokers.
• Rate Benchmarking & Renegotiation Support: Analysis of Client shipping rates relative to industry benchmarks and support for carrier contract renegotiations.

2.1 No Guarantee of Recovery

DRS makes no guarantee that any specific amount will be recovered, that any claim will be approved by a Carrier or Marketplace, or that any particular error type will be found in the Client’s billing history. The availability of recoveries depends entirely on the Client’s individual billing history, carrier relationships, and applicable claim windows.

2.2 Service Limitations

DRS reserves the right to decline, limit, or discontinue any Service if, in DRS’s reasonable judgment, pursuing a particular claim or audit would violate a Carrier’s or Marketplace’s terms of service, applicable law, or DRS’s own ethical standards.

3 Engagement & Onboarding

3.1 Engagement Agreement

All engagements are governed by a separate Engagement Agreement executed between DRS and the Client. These Terms are incorporated by reference into every Engagement Agreement. In the event of a conflict between these Terms and the Engagement Agreement, the Engagement Agreement shall control.

3.2 Client Responsibilities

To enable DRS to perform the Services, the Client agrees to:

• Provide accurate, complete, and timely access to all Client Data reasonably requested by DRS, including carrier invoices, account portal credentials, and shipping records.
• Grant DRS read-only or limited access to Carrier portals and Marketplace seller accounts solely for the purpose of performing the Services.
• Promptly notify DRS of any changes to carrier accounts, marketplace accounts, or business operations that may affect the Services.
• Review and approve any claim or dispute filing that requires Client authorization prior to submission.
• Respond to DRS communications within a reasonable timeframe to avoid forfeiture of claim windows.

3.3 Account Access

The Client represents and warrants that it has full authority to grant DRS access to any Carrier accounts, Marketplace accounts, or data provided, and that such access does not violate any third-party terms of service, contractual restriction, or applicable law. DRS will use such access exclusively for the purposes described in the Engagement Agreement and will maintain reasonable security measures to protect account credentials.

4 Fees & Payment

4.1 Contingency-Based Fees

DRS operates on a pure performance-based fee model. No fees are charged unless and until DRS achieves a Recovery on the Client’s behalf. The applicable Contingency Fee percentage is specified in the Engagement Agreement and is calculated as a percentage of the gross amount of each Recovery.

4.2 Fee Calculation

The Contingency Fee is calculated on the gross Recovery amount — that is, the total refund, credit, or reimbursement obtained — before any applicable taxes, carrier adjustments, or other deductions. DRS will provide the Client with a Recovery statement detailing each Recovery event and the corresponding fee calculation.

4.3 Payment Terms

DRS invoices are due and payable within thirty (30) days of the invoice date. Recoveries delivered as carrier account credits are invoiced upon confirmation of the credit posting. Recoveries delivered as direct payments are invoiced upon receipt of funds. Late payments accrue interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).

4.4 Disputed Invoices

If the Client disputes any invoice, the Client must notify DRS in writing within fifteen (15) days of receipt, specifying the basis for the dispute. Undisputed portions of an invoice remain payable by the original due date. DRS and the Client agree to negotiate disputed amounts in good faith.

4.5 Expenses

Unless otherwise specified in the Engagement Agreement, DRS bears its own operating expenses in performing the Services. Unusual or extraordinary out-of-pocket expenses (such as customs broker fees for duty drawback claims or expert witness fees for contested arbitrations) will be disclosed to and approved by the Client in advance before being billed separately.

5 Data & Confidentiality

5.1 Confidential Information

Both parties acknowledge that in the course of the engagement, each party may receive Confidential Information belonging to the other. “Confidential Information” means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 DRS Confidentiality Obligations

DRS agrees to:

• Use Client Data solely for the purpose of performing the Services.
• Not disclose Client Data to any third party except as strictly necessary to perform the Services (e.g., to Carriers or Marketplaces in the course of filing claims).
• Maintain reasonable technical and organizational security measures to protect Client Data from unauthorized access, disclosure, or misuse.
• Promptly notify the Client of any known or suspected unauthorized access to Client Data.

5.3 Data Retention & Deletion

DRS retains Client Data for a period of three (3) years following the termination of the engagement, for audit and record-keeping purposes. Upon written request from the Client following this retention period, DRS will securely delete or return Client Data. DRS may retain anonymized, aggregate data derived from Client Data indefinitely for internal benchmarking and analytics purposes.

5.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives reasonable prior notice to the other party.

6 Intellectual Property

6.1 DRS Proprietary Tools

All audit software, methodologies, algorithms, templates, processes, and tools developed or used by DRS in performing the Services (“DRS Tools”) are and remain the exclusive intellectual property of DRS. The Client receives no license to, ownership of, or rights in DRS Tools as a result of the engagement.

6.2 Client Materials

All Client Data remains the exclusive property of the Client. The Client grants DRS a limited, non-exclusive, non-transferable license to use Client Data solely for the purpose of performing the Services during the term of the engagement.

6.3 Work Product

Audit reports, recovery summaries, and other deliverables produced by DRS specifically for and delivered to the Client (“Work Product”) become the property of the Client upon full payment of all applicable fees. DRS retains the right to use aggregated, anonymized insights from Work Product for internal purposes.

7 Representations & Warranties

7.1 Client Representations

The Client represents and warrants that:

• It has full legal authority to enter into these Terms and any Engagement Agreement.
• All Client Data provided to DRS is accurate, complete, and lawfully obtained.
• The Client has the right to grant DRS access to all accounts and data provided.
• Engaging DRS does not violate any agreement, law, regulation, or court order applicable to the Client.
• The Client will promptly notify DRS of any fact or circumstance that may affect DRS’s ability to perform the Services or the validity of any claim.

7.2 DRS Representations

DRS represents and warrants that:

• It has the expertise, resources, and authority to perform the Services as described.
• The Services will be performed in a professional manner consistent with industry standards.
• DRS will comply with all applicable laws and regulations in performing the Services.
• DRS will not take any action that DRS knows or reasonably suspects would violate a Carrier’s or Marketplace’s terms of service.

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.2, DRS PROVIDES ALL SERVICES “AS IS” AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DRS DOES NOT WARRANT THAT ANY PARTICULAR RECOVERY AMOUNT WILL BE ACHIEVED OR THAT ANY CLAIM WILL BE APPROVED BY A CARRIER OR MARKETPLACE.

8 Limitation of Liability

8.1 Exclusion of Consequential Damages

IN NO EVENT SHALL DRS BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF DRS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

DRS’s total cumulative liability to the Client arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the total Contingency Fees paid by the Client to DRS in the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Essential Basis

The limitations of liability in this Section 8 reflect a reasonable allocation of risk between the parties and are an essential basis of the bargain between the parties. DRS would not have entered into these Terms without these limitations.

8.4 Carrier and Marketplace Actions

DRS is not liable for any decisions made by Carriers or Marketplaces, including denial of claims, changes to terms of service, account restrictions, or other actions taken by Carriers or Marketplaces in response to claims filed by DRS on the Client’s behalf.

9 Indemnification

9.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless DRS and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Client’s breach of these Terms or any Engagement Agreement.
• Any inaccuracy or incompleteness in Client Data provided to DRS.
• The Client’s infringement of any third-party intellectual property or other rights.
• Any claim by a Carrier or Marketplace arising from information provided by the Client to DRS.
• The Client’s violation of any applicable law or regulation.

9.2 DRS Indemnification

DRS agrees to indemnify, defend, and hold harmless the Client from and against any claims, damages, losses, and expenses arising directly from DRS’s gross negligence, willful misconduct, or material breach of these Terms, excluding any claims arising from Carrier or Marketplace decisions.

10 Term & Termination

10.1 Term

These Terms remain in effect for the duration of any active Engagement Agreement and for three (3) years thereafter with respect to confidentiality obligations and any surviving provisions.

10.2 Termination by Either Party

Either party may terminate an Engagement Agreement with thirty (30) days’ written notice to the other party. During the notice period, DRS will continue to perform Services in good faith and the Client will continue to fulfill payment obligations for Recoveries achieved.

10.3 Termination for Cause

Either party may terminate an Engagement Agreement immediately upon written notice if the other party materially breaches the agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

10.4 Effect of Termination

Upon termination of any Engagement Agreement:

• DRS will promptly cease performing Services and return or destroy Client credentials as requested.
• All fees owed for Recoveries achieved prior to the termination date remain payable in full.
• DRS’s Contingency Fee rights survive termination with respect to any claim filed by DRS prior to the termination date that results in a Recovery after termination.
• Sections 5 (Confidentiality), 6 (Intellectual Property), 7.3 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution), and 12 (Governing Law) survive termination.

11 Dispute Resolution

11.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties agree to first attempt in good faith to resolve the dispute through direct negotiation between senior representatives of each party for a period of thirty (30) days following written notice of the dispute.

11.2 Mediation

If the dispute is not resolved through negotiation, either party may request non-binding mediation administered by a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

11.3 Binding Arbitration

If mediation fails or if either party declines mediation, any unresolved dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator and shall take place in Delaware, United States. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

11.4 Class Action Waiver

THE CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST DRS. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

11.5 Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.

12 Governing Law

These Terms and any Engagement Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Subject to the arbitration provisions in Section 11, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any matters not subject to arbitration.

13 Changes to These Terms

DRS reserves the right to modify these Terms at any time. When changes are made, DRS will:

• Update the “Last Updated” date at the top of this page.
• Provide notice to active Clients via email at least thirty (30) days before material changes take effect.
• Post a summary of material changes on the DRS website.

Continued use of DRS Services after the effective date of any revised Terms constitutes acceptance of the revised Terms. If the Client does not agree to the revised Terms, the Client may terminate the engagement in accordance with Section 10.2.

14 Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us using any of the following methods: