Last Updated: [14 February, 2026]
1. Nature of Service: “Agency Only”
Pengui provides virtual coordination and customer support services (“Services”) as an independent contractor.
- No Ownership: Pengui does not own, store, manufacture, or ship any physical goods.
- The “Interface” Rule: Our role is strictly limited to communicating on behalf of the Client (You) to your customers and logistic providers.
- Non-Fiduciary: We are a service provider, not a legal fiduciary or insurer.
2. Liability
To the maximum extent permitted by law, Pengui, its employees, and its directors shall not be held liable for any direct, indirect, incidental, or consequential damages including, but not limited to:
- Shipping Failures: Lost, stolen, delayed, or damaged packages.
- Warehouse Errors: Incorrect picking, packing, or inventory mismanagement.
- Product Defects: Any injury, loss, or dissatisfaction caused by the Client’s products.
- Financial Loss: Loss of profits, data, or “goodwill” resulting from a customer support interaction.
The “Cap” Clause: In the event that Pengui is found liable for any reason, the total aggregate liability shall not exceed the amount paid by the Client to Pengui for one (1) month of service.
3. “As-Is” Communication & Decision Making
While Pengui strives for accuracy, we act based on the data provided by the client, its storefront (e.g., Shopify) and its warehouse operations.
- Instructional Reliance: We rely entirely on the policies and instructions provided by the Client. If an exchange is processed based on your stated policy, Pengui is not liable for the cost of that inventory.
- No Guarantee of Outcome: We do not guarantee that our support will prevent refunds, negative reviews, or chargebacks.
4. Indemnification
The Client agrees to indemnify, defend, and hold harmless Pengui from any and all third-party claims, lawsuits, or demands (including legal fees) arising from:
- The Client’s products or business operations.
- Disputes between the Client and their warehouse/carrier.
- Disputes between the Client and their end-customers.
- Any breach of these Terms by the Client.
5. Third-Party Platforms & Access
To perform our duties, you must grant us “Staff” or “Collaborator” access to your tools (Shopify, Gorgias, ShipStation, etc.).
- Security: We use standard security protocols, but we are not responsible for security breaches occurring on these third-party platforms.
- Authority: By granting access, you authorize Pengui to take actions (refunds, re-orders, ticket closures) on your behalf. You are responsible for monitoring these actions.
6. Fraud & Verification
Pengui assists in identifying potential refund fraud using your internal criteria. However, the final decision and financial risk of any refund or replacement rest solely with the Client. Pengui is not an insurance product against fraud.
7. Non-Solicitation
The Client agrees not to hire, or attempt to hire, any Pengui support agents or coordinators directly for a period of 12 months following the termination of this agreement.
8. Termination & “Kill Switch”
Either party may terminate this agreement with [30] days’ notice. Upon termination, all access to Client systems must be revoked by the Client. Pengui is not responsible for any “hanging” customer tickets after the termination date.
9. Force Majeure
Pengui shall not be liable for any failure to perform its virtual services due to “Acts of God,” internet outages, or technical failures of third-party software (e.g., Shopify/Slack going down).
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