Service scope
Reorder Desk provides demand-planning recommendations for the contracted managed-SKU capacity. It does not guarantee sales, inventory availability, supplier performance, or financial outcomes.
Forecasts are statistical estimates, not guarantees
Every forecast, reorder recommendation, stockout-risk percentage, and dollar figure in a Reorder Desk report is the output of statistical and algorithmic methods (including backtested time-series models and Monte Carlo simulation) applied to historical data the customer supplied. These methods identify patterns in past data and project them forward under stated assumptions. They are inherently probabilistic and can be wrong — because of data quality, changes in demand, supplier behavior, market conditions, or any other factor outside the model's inputs. A forecast, a stockout-risk percentage, or a recommended order quantity is not a prediction of a certain outcome and is not a warranty that any particular result will occur.
ALL FORECASTS, RECOMMENDATIONS, AND REPORTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY OF ACCURACY, AND ARE NOT A SUBSTITUTE FOR THE CUSTOMER'S OWN BUSINESS JUDGMENT. TAKE THEM AS ONE INPUT AMONG OTHERS, NOT AS A GUARANTEE.
No reliance — independent business judgment required
The customer represents that it will independently evaluate, and exercise its own business judgment about, every purchasing, inventory, or financial decision before acting on a Reorder Desk report, and that it is not relying on Reorder Desk as its sole or primary basis for any such decision. Reorder Desk does not provide financial, investment, accounting, tax, or legal advice, and nothing in a report should be treated as such.
Can I sue Reorder Desk if a forecast turns out to be wrong?
No. By using the service, the customer waives and releases, to the maximum extent permitted by applicable law, any and all claims, demands, and causes of action against Reorder Desk, its owner(s), and its personnel, arising out of or related to a forecast, recommendation, stockout-risk estimate, or report being inaccurate, incomplete, or untimely — including claims for lost profits, lost sales, excess or insufficient inventory, or any other loss allegedly resulting from a purchasing decision made using the service. This release does not apply to claims arising from Reorder Desk's fraud, gross negligence, or willful misconduct, or to rights that cannot be waived under applicable law. Where this release is found unenforceable as to a particular claim, the Limitation of liability and Dispute resolution sections below still apply to that claim to the fullest extent the law allows.
Customer responsibilities
The customer remains responsible for source-data accuracy, final purchase approval, supplier negotiation, logistics, regulatory compliance, inventory accounting, and business decisions made from recommendations.
Payment and capacity
The applicable subscription price, billing interval, managed-SKU capacity, and any trial or pilot terms are shown at checkout or in a separately signed customer agreement. Service capacity is measured by the number of actively managed SKUs. Customers are responsible for keeping their billing and account information current.
Subscriptions and cancellation
Subscriptions renew as presented at checkout unless cancelled through the customer billing portal or by contacting Reorder Desk before the next renewal. Cancellation stops future renewal; access continues through the paid period unless otherwise required by law or agreed in writing. Fees already paid are non-refundable except where required by law or stated at checkout.
Data and confidentiality
Customer operational data is used only to provide, secure, and improve the service as described in the Privacy notice. Customers must have the right to provide the data and authorize the requested store connection. Each party will use reasonable measures to protect the other party's confidential business information.
No automatic purchasing authority
Reorder Desk does not transmit or commit purchase orders unless the customer grants separate, explicit authority through an approved workflow.
Intellectual property
The customer retains ownership of its source data (sales, inventory, supplier, and Shopify data) and the reports generated from it. Reorder Desk retains ownership of its software, forecasting methodology, and service infrastructure. Nothing here transfers ownership of one party's pre-existing intellectual property to the other.
Disclaimer of warranties
THE SERVICE, INCLUDING ALL FORECASTS, RECOMMENDATIONS, AND REPORTS, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. REORDER DESK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REORDER DESK DOES NOT WARRANT THAT FORECASTS OR RECOMMENDATIONS WILL BE ACCURATE, THAT THEY WILL PREVENT STOCKOUTS OR EXCESS INVENTORY, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost sales, or lost inventory value, arising from or related to the service. Reorder Desk's total liability arising from or related to the service is limited to the fees the customer paid Reorder Desk in the 12 months before the claim arose. These limits do not apply to a party's indemnification obligations, willful misconduct, or violations of the other party's confidential information or intellectual property.
Indemnification
The customer will indemnify, defend, and hold Reorder Desk harmless from third-party claims (including reasonable attorneys' fees) arising from: the customer's source data; a purchasing, inventory, or financial decision the customer made using a Reorder Desk report or recommendation; or the customer's breach of these terms. Reorder Desk will indemnify and hold the customer harmless from third-party claims that the service, as provided, infringes a third party's intellectual property rights, except to the extent such a claim arises from the customer's own source data, SKU or brand names, or other content the customer supplied.
Term and termination
Either party may terminate for the other party's uncured material breach on 30 days' written notice. Reorder Desk may suspend or terminate the service immediately for non-payment, suspected fraud, or a security risk to the service or other customers. Sections on payment obligations already accrued, intellectual property, confidentiality, disclaimers, no reliance, the release of forecast-accuracy claims, limitation of liability, indemnification, and dispute resolution survive termination.
Governing law and dispute resolution
These terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules.
Before filing any claim, the parties agree to first attempt in good faith to resolve the dispute informally by giving written notice and negotiating for at least 30 days.
If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these terms or the service — including disputes about a forecast's or recommendation's accuracy — will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. The arbitration will be held (or conducted by video/phone at the arbitrator's discretion) in Illinois. The arbitrator's decision is final and binding, and judgment on it may be entered in any court of competent jurisdiction.
Class action waiver: disputes must be brought individually, not as a plaintiff or class member in any purported class, collective, or representative action. Neither party may consolidate an arbitration or lawsuit with any other person's or entity's claim.
Either party may seek injunctive relief in court to protect its intellectual property or confidential information without first arbitrating. Each party waives any right to a jury trial for any dispute covered by this section, to the extent arbitration does not apply.
General
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. Neither party may assign these terms without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. If any provision is found unenforceable, the remaining provisions remain in effect. These terms, together with any separately signed customer agreement, are the entire agreement between the parties regarding the service.