GOL BPO and Importer/Exporter of Record (IOR/EOR) Services Terms and Conditions

Effective Date: 2 October 2026

Company: GOL PTE. LTD. (UEN: 202136419N), a company incorporated in Singapore with its registered office at 160 Robinson Road #14-04, Singapore 068914 (“GOL“, “we“, “us“, “our“, or “Company“).

These Terms and Conditions (“Terms“) govern GOL’s provision of Fulfilment Services, eCommerce Import Program Services, IOR Services, and BPO Services (each defined below, together the “Services“) to the party named in the applicable quotation, engagement letter, or order form (“Agreement“) that has signed up for GOL’s Services (“Customer“, “you“). By engaging GOL for any Service, you agree to be bound by these Terms.

1. Definitions

“Agreement” means Company’s proposal, quotation, engagement letter, or order form that is duly agreed and accepted by Customer, which sets out the scope of the project, the tasks to be performed, Customer’s responsibilities, deliverables, delivery schedule, and price, together with these Terms.

“Party” means Company or Customer; “Parties” means both.

“System” means the computer system, filing platform, programming, or communications facilities Company uses to operate the Services, whether operated by Company itself or by a Third-Party Provider.

“Third-Party Provider” means any vendor, subcontractor, platform operator, or service provider (including for freight, trucking, courier, or customs clearance) that Company engages, from time to time and at its discretion, to help deliver a Service. Company may engage one or more Third-Party Providers for a given Service, and may change them, provided the Service is not materially reduced.

“Fulfilment Services” means trucking, freight arrangement, courier, customs clearance, and brokerage services quoted by Company under a fulfilment setup scope of work.

“eCommerce Import Program Services” means services performed in connection with an eCommerce import program, such as Container Freight Station (CFS) services, but excluding Type 86 (T86) entry filings, which Company does not offer.

“Designated Local Entity” means a local subsidiary, affiliate, or appointed partner entity that Company designates, in its discretion, to act as the legal importer, exporter, consignee, applicant, record owner, merchant of record, or seller of record in a jurisdiction where local law or the relevant marketplace requires that role to be held by an entity incorporated or registered in that jurisdiction.

“IOR Services” means Services where Company or a Designated Local Entity is named as the legal importer of record, exporter of record, consignee, applicant, or record owner for a shipment, product registration, or filing, and thereby assumes regulatory obligations and liabilities to a customs or regulatory authority beyond those Company assumes when performing BPO Services alone.

“MOR Services” means Services where Company or a Designated Local Entity acts as merchant of record or seller of record for Customer’s products, including holding or operating the marketplace seller account, store, or listings through which the products are sold, and receiving and settling the sales proceeds.

“BPO Services” means filing, documentation, regulatory registration processing (including customs filings such as AFR and AMS, and FDA or other regulatory registration processing), and other back-office or agent services Company performs on Customer’s behalf, and which do not fall within Fulfilment Services, eCommerce Import Program Services, IOR Services, or MOR Services.

2. Scope of Services

2.1 The scope of the Services is set out in the Agreement.

2.2 Subject to acceptance of the Agreement and Company’s receipt of all applicable fees payable by Customer, Company will provide the Services to Customer, provided always that Company reserves the right to modify, enhance, withdraw, or suspend the Services, or any part of them, at any time. It is Customer’s responsibility to regularly check this webpage for updates to these Terms. Company reserves the right to modify or update these Terms at any time and will announce new terms on this webpage; the announcement will remain in place for 30 days, and Customer’s continued use of the Services after any change constitutes acceptance of that change.

2.3 Where the Agreement engages Company for IOR Services, Company, whether itself or through a Designated Local Entity, will act as the named importer/exporter of record, consignee, applicant, or record owner for the specific shipments, SKUs, or registrations identified in the Agreement. Company may itself decide whether it or a Designated Local Entity takes on that role for a given jurisdiction, and may accept, decline, or withdraw from acting (or from having a Designated Local Entity act) as IOR/EOR for any shipment or product at its sole discretion, including where Customer’s information or documentation is incomplete, inconsistent, or raises a compliance concern.

3. Terms of Payment

3.1 Unless the Agreement states otherwise, Customer shall pay 100% of the applicable service fee as a deposit before Company commences the Services under that engagement. Company is not obliged to commence work until the deposit is received.

3.2 As an exception to Clause 3.1, for Fulfilment Services quoted under a fulfilment setup, Company may in its discretion extend a 30-day credit term from the date of its invoice.

3.3 Where Company provides IOR Services, whether acting itself or through a Designated Local Entity, Customer shall separately fund, at cost and in advance of the date they fall due, all duties, taxes, bonds, and regulatory fees Company or the Designated Local Entity is required to pay in its capacity as importer/exporter of record; neither Company nor any Designated Local Entity is required to advance these amounts from its own funds.

3.4 Where a credit term applies under Clause 3.2, or where any amount otherwise remains unpaid past its due date, Customer shall pay within 30 days of the invoice date unless the Agreement states otherwise, and Company may impose late payment interest of 2% per month on amounts unsuccessfully collected or outstanding from the due date until actual payment.

3.5 Payments by Customer to Company shall be free of any withholding or deduction of any nature, including bank charges, official fees, or taxes incurred by Customer.

3.6 Customer shall notify Company of any discrepancy in an invoiced amount within 30 days of the invoice date, failing which the amount shall be deemed correct and Customer shall not be entitled to dispute it.

3.7 Company may suspend the Services, including declining to act further as IOR/EOR for further shipments, where a required deposit, credit-term payment, or duty/tax/bond funding is overdue, and is not liable for any consequence of that suspension, including missed filing deadlines, demurrage, or storage charges.

4. Confidential Information

4.1 “Confidential Information” means a Party’s confidential information relating to the subject matter of the Agreement, including: (a) information relating to the project, Services, or deliverables, including the Agreement; (b) information relating to the personnel, policies, or business strategies of either Party; and (c) know-how, trade secrets, and other information not in the public domain, whether or not marked confidential.

4.2 Except as provided in these Terms, a Party receiving Confidential Information (“Receiving Party”) shall not disclose it to any other party without the prior written consent of the disclosing Party. Company may disclose Confidential Information to its parent, subsidiary, or related companies, or to its Third-Party Providers and subcontractors, for the purposes of carrying out its obligations under the Agreement.

4.3 The Receiving Party shall protect Confidential Information from disclosure to the same extent and by the same means it uses to protect its own confidential information, until it lawfully becomes public knowledge.

4.4 The Receiving Party is not obliged to preserve the confidentiality of information which: (a) was previously known to it free of any obligation of confidence; (b) is or becomes publicly available other than by unauthorised disclosure; (c) is released pursuant to the disclosing Party’s written consent; or (d) the Receiving Party can show was independently developed by it.

4A. Non-Circumvention of IOR and MOR Services

4A.1 Customer acknowledges that each Designated Local Entity is made available through Company’s commercial relationships and effort, and that its identity, rates, and terms are Company’s Confidential Information.

4A.2 During the term of the Agreement and for twelve (12) months after its expiry or termination (“Restricted Period“), Customer shall not, and shall procure that its affiliates, directors, officers, employees, and agents do not, directly or indirectly, without Company’s prior written consent:

(a) solicit, engage, or contract with any Designated Local Entity to act as importer of record, exporter of record, merchant of record, or seller of record, or in any equivalent role, for Customer’s products in any jurisdiction covered by the Agreement;

(b) negotiate or agree any rates or commercial terms with any Designated Local Entity for such a role; or

(c) induce or encourage any Designated Local Entity to reduce, end, or change its dealings with Company.

4A.3 Customer remains free to engage any party directly, including a Third-Party Provider or a Designated Local Entity, for fulfilment, warehousing, logistics, or marketplace enablement services, and to change those providers, subject to any bundling condition stated in the Agreement and provided that IOR Services and MOR Services continue to be contracted through Company.

4A.4 If a Designated Local Entity approaches Customer directly regarding an IOR or MOR role, Customer shall promptly notify Company in writing and refer it to Company.

4A.5 Clause 4A.2 does not apply to a Designated Local Entity with which Customer can show, by written records, that it had a contract for the same role before Company’s introduction.

5. Indemnities and Limitation of Liability

5.1 Customer shall indemnify, defend, and hold harmless Company, its subsidiaries, affiliates, and their respective directors, officers, and employees, from and against any claims, suits, actions, proceedings, or liabilities of any kind, including reasonable legal costs and expenses, arising out of Customer’s wrongful conduct, omission, or the fault of Customer’s agents or employees.

5.2 Notwithstanding any other provision of the Agreement, neither Party shall be liable to the other, howsoever arising and including from negligence or wilful default, for: (a) any consequential loss or damage that does not flow directly from the act or omission in question; (b) loss or anticipated loss of profit, revenue, or economic loss; (c) business interruption, loss of use of any equipment or system, or loss of contract or business opportunity; or (d) special, contingent, punitive, or penal damages.

5.3 Except as expressly provided in the Agreement, Company makes no warranties to Customer, express or implied, in respect of the Services. All warranties, conditions, and terms implied by statute or common law (including fitness for purpose and merchantability) are excluded to the fullest extent permitted by law.

5.4 Customer warrants that the information it provides in the Agreement, or otherwise for the performance of the Services, is true and complete, and shall be responsible under Clause 5.1 for any liability arising from wrongful, incomplete, or false information it provides. Company may, at its sole determination, suspend the Services or terminate the Agreement where it deems Customer has provided inaccurate, incomplete, or false information, and may disclose information in the Agreement or otherwise held by Company if required by a regulatory or customs authority or by law.

5.5 Subject to Clause 5.6, Company’s liability for provision of each category of Services is limited as follows:

(a) For Fulfilment Services, the applicable limit of liability set out in the terms and conditions of the Third-Party Provider shall apply, and Company’s liability shall be determined in accordance with such terms and conditions. In the absence of any applicable limit of liability in the terms and conditions of the Third-Party Provider, Company’s liability shall be limited to actual loss of the cargo declared value per shipment; or

(b) For eCommerce Import Program Services, the applicable limit of liability set out in the terms and conditions of the Third-Party Provider shall apply, and Company’s liability shall be determined in accordance with such terms and conditions; or

(c) For IOR Services, the liability of Company or the relevant Designated Local Entity resulting from or arising by reason of negligence or a wilful act or omission of Company or that Designated Local Entity shall in no circumstance exceed the amount of the fees paid by Customer to Company for the Services provided for the particular month where the incident arises; or

(d) Where Company acts as an agent handling trade documentation, customs filing service, or any BPO Services not listed in this Clause 5.5, Company’s liability in rendering of Services shall be limited to five times the service fee (excluding any disbursements, third-party, or pass-through costs) paid by Customer to Company per occurrence.

5.6 For the avoidance of doubt, in any event, the aggregate liability of Company for all loss, damage, cost or expense to the Customer within each consecutive twelve-month period of the Agreement, for any cause whatsoever and regardless of the form of action, whether in contract or in tort including negligence or otherwise, shall not exceed a total of the last three (3) months’ of fees paid by the Customer to Company for all Services rendered by Company (any payment to Company on account of third party charges, advances, reimbursements, or amounts for regulatory fees such as taxes and duties shall not be taken into account for this purpose).

5.7 Except as required by law or where explicitly undertaken by Company in the Agreement, Company assumes no liability for advice or recommendations, including advice or recommendations on customs classifications, procedures, processes, duties, or taxes.

6. Term and Termination

Either Party may terminate the Agreement by giving thirty (30) days’ prior written notice to the other Party. Termination does not affect fees, duties, taxes, or liabilities accrued, or filings and IOR/EOR obligations in progress, before the termination date; Company’s (and any Designated Local Entity’s) rights and Customer’s obligations in respect of any shipment where Company or a Designated Local Entity acted as IOR/EOR continue until that shipment has fully cleared and all related liabilities are resolved.

7. Governing Law

The Agreement is governed by and construed in accordance with the laws of Singapore. The Parties agree that any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the courts of Singapore.

8. General

8.1 A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of the Agreement, except that a Third-Party Provider may rely on Clause 5.5(a) or 5.5(b) to the extent it limits Company’s liability.

8.2 The Agreement (including these Terms) is the entire agreement between the Parties regarding the Services and supersedes all prior discussions, whether oral or written, on the same subject.

8.3 If any provision of these Terms is held invalid, unenforceable, or illegal for any reason, the remaining provisions shall continue in full force.

Contact

Questions about these Terms can be sent to clients@golsolution.com or GOL PTE. LTD., 160 Robinson Road #14-04, Singapore 068914.