PASSPORT GLOBAL

RETURNS RECOVERY PROGRAM TERMS

Effective version: July, 2026 | passportglobal.com/returns-recovery-terms/

These Returns Recovery Program Terms (“Program Terms“) govern Company’s enrollment in Passport Global Inc.’s high-value returns duty and tax recovery program (the “Returns Recovery Program“) and are incorporated by reference into the Duty & Tax Recovery Addendum executed by Company (the “Addendum“. Terms used but not defined herein have the meanings given in the Addendum or the MSA referenced therein.

1. Definitions

“Applicable Agent” means Brand Access, LLC with respect to EU Covered Orders and Canada Covered Orders, and Passport Global Inc. (or its applicable UK affiliate) with respect to UK Covered Orders.

“Covered Goods” means goods included in a Covered Order.

“Covered Order” means an order of goods sold by Company to a consumer in an enrolled Lane-in-Scope where: (a) for EU Lanes, the intrinsic value of the consignment exceeds €150; (b) for UK Lanes, the intrinsic value of the consignment exceeds £135; (c) for Canada Lanes, any shipment value; (d) the order is enrolled in the Returns Recovery Program; and (e) the Applicable Agent or Passport has accepted the order as eligible.

“Customs Clearance Fee” means any clearance fee, advancement fee, deferment fee, or disbursement fee charged at import (including any fee calculated as a percentage of duty and tax advanced). It is a separate charge under the MSA and is not a Recovery Amount. It is not refunded or credited through the Returns Recovery Program regardless of whether the underlying duty or tax is subsequently recovered.

“Customs Handling Fee” means any per-item or per-consignment customs handling fee, flat-rate customs charge, or similar non-refundable levy imposed by applicable EU or UK customs legislation on distance-sale imports, including any fee introduced pursuant to EU customs reform legislation (including any fee introduced on or around 1 November 2026 or thereafter). Customs Handling Fees are non-refundable and are excluded from Recovery Amounts in all circumstances.

“Declaration Item” means a separate item-level entry within a customs import declaration. For EU Covered Orders, a Declaration Item corresponds to an “item” within the meaning of the Union Customs Code and associated delegated and implementing acts.

“Monthly Reconciliation” means the monthly process by which Passport identifies Qualified Returns, confirms duty, import VAT, and other recoverable charges originally accounted for, calculates service fees, and determines amounts payable to or from Company.

“Qualified Return” [object Object]

EU Duty Recovery — Declaration Item requirement: Customs duty recovery on a partial return is available only where the returned goods were declared as a separate Declaration Item at import. Where two or more units of the same product were grouped as a single Declaration Item under the same tariff subheading, duty recovery is available only upon return of all goods comprising that Declaration Item; recovery on a subset is not available and does not constitute a Qualified Return for duty purposes.
EU Duty Recovery — 90-day UCC window: An application for customs duty repayment or remission must be submitted to the applicable EU Member State customs authority within ninety (90) calendar days of the date of acceptance of the original import declaration (the “UCC Recovery Window”), as required under Article 148(3) of the UCC Delegated Act. A return or event for which the UCC Recovery Window has expired does not constitute a Qualified Return for EU customs duty recovery purposes.
UK Duty Recovery — 90-day UCC window: For goods imported into Great Britain, an application for customs duty repayment or remission must be submitted to HMRC within ninety (90) calendar days of the date of acceptance of the original import declaration (the “UK Declaration Withdrawal Window”). A return or event for which the UK Declaration Withdrawal Window has expired does not constitute a Qualified Return for UK customs duty recovery purposes. Customs duty recovery for UK Covered Orders is subject to the applicable HMRC requirements and procedures established under Passport’s arrangements with its UK customs partners.
VAT recovery: VAT adjustment and import VAT recovery are assessed separately from customs duty recovery and are not subject to the Declaration Item grouping restriction, provided that the audit trail requirements set out in Schedule A or Schedule B are satisfied.
Customs Handling Fees excluded: Customs Handling Fees are excluded from Qualified Returns and Recovery Amounts in all circumstances.

“Recovery Amounts” means any customs duty, import VAT, GST, HST, QST, PST/RST, or other applicable indirect tax, together with any credit, repayment, remission, drawback-equivalent relief, returned-goods relief, adjustment, or similar amount recovered, credited, repaid, or otherwise obtained in connection with a Qualified Return. Recovery Amounts expressly exclude any Customs Handling Fee or Clearance Fee. Recovery Amounts do not include any customs clearance fee, deferment fee, advancement fee, or similar fee charged by Passport or its service providers in connection with the original importation of Covered Goods (including any fee calculated as a percentage of duty and tax advanced at import).

2. Customs, VAT, and Recovery Authority

Company authorizes the Applicable Agent to act in the Applicable Agent’s own name and/or on Company’s behalf in connection with the importation, exportation, release, movement, delivery, return, recovery, and clearance of Covered Goods. This authority includes the authority to:

act as importer, exporter, declarant, customs principal, customs representative, consignee, or other required customs or tax party;
appoint customs brokers, freight forwarders, fiscal representatives, VAT agents, tax advisers, return providers, and other service providers;
account for, advance, pay, defer, reclaim, recover, or adjust import VAT, customs duties, and related charges;
issue invoices, credit notes, receipts, refund documentation, and other transaction documents in the Applicable Agent’s own name;
facilitate the transfer of title in Covered Goods from Company to consumers;
facilitate returns, refusals, cancellations, exports, re-exports, and other qualifying recovery events;
claim, administer, receive, and manage Recovery Amounts; and
communicate with customs authorities, tax authorities, brokers, carriers, return providers, and other relevant parties in connection with Covered Orders, Qualified Returns, and Recovery Amounts.

3. Title, Risk, and Product Responsibility

This Section 3 applies to EU Covered Orders and UK Covered Orders only. For Canada Covered Orders, title, risk, and place of supply are governed by Schedule D. As between Company and the Applicable Agent, Company retains legal and beneficial ownership, risk of loss, product responsibility, and economic risk in Covered Goods until title transfers to the consumer, except to the extent expressly assumed by the Applicable Agent or imposed by applicable law. The Applicable Agent does not purchase Covered Goods for its own account and does not assume inventory ownership risk by acting in its own name for VAT purposes.As between Company and the Applicable Agent, Company retains legal and beneficial ownership, risk of loss, product responsibility, and economic risk in Covered Goods until title transfers to the consumer, except to the extent expressly assumed by the Applicable Agent or imposed by applicable law. The Applicable Agent does not purchase Covered Goods for its own account and does not assume inventory ownership risk by acting in its own name for VAT purposes.

4. Returns, Monthly Refunds, and Recovery Rights

The Applicable Agent and Passport may determine, in their reasonable discretion, whether a return or other event satisfies the conditions to constitute a Qualified Return. Company acknowledges that:

customs duty recovery depends on the declaration structure at import, the UCC Recovery Window, Dutch Customs or HMRC systems, and other eligibility conditions;
VAT recovery depends on the availability of a complete audit trail and compliance with applicable tax authority requirements; and
Customs Handling Fees are non-refundable in all circumstances.

For each Qualified Return accepted into the program, Passport will refund to Company the full amount of duty, import VAT, and other recoverable import taxes (excluding Customs Handling Fees) originally accounted for by the Applicable Agent, Passport, or their appointed service providers, once per month based on the applicable Monthly Reconciliation.

The Applicable Agent and Passport shall retain the right to receive and retain any corresponding Recovery Amounts from the applicable customs authority, tax authority, broker, or carrier. Once Passport has refunded applicable duty and tax amounts to Company for a Qualified Return, the Applicable Agent and Passport are entitled to receive and retain any corresponding Recovery Amounts when received, subject to the service fee described in Section 6.

5. Company Obligations

Company shall provide all information and documentation reasonably required in connection with Covered Orders, Qualified Returns, and Recovery Amounts, including:

original order data and commercial invoices;
product descriptions, HS classifications, customs values, and country-of-origin data;
proof of import and import entry numbers, including Movement Reference Numbers (MRNs);
evidence of import VAT, customs duty, or related charges paid or accounted for;
return authorizations and refund records;
proof that returned goods can be matched to the specific Declaration Item on the original import entry;
carrier tracking and proof of export or re-export from the applicable market;
proof of receipt at the return destination and evidence of product condition; and
any other records reasonably required to support a recovery claim or satisfy applicable audit trail requirements.

Company shall ensure its checkout, order confirmations, invoices, website terms, return policy, and customer communications include such language and disclosures as the Applicable Agent or Passport reasonably requires.

Company shall not, with respect to Covered Orders, act as importer, VAT reporting party, duty recovery claimant, or submit competing recovery claims, or use its own VAT or EORI registration in the applicable market, without the Applicable Agent’s prior written approval.

Company shall promptly notify the Applicable Agent and Passport of any existing or future VAT registration, EORI number, fiscal representative, or recovery arrangement in any EU Member State or in the United Kingdom that may relate to Covered Orders.

6. Fees, Billing, and Monthly Refunds

Service fees are charged as a percentage of Recovery Amounts: twenty percent (20%) for EU and UK Covered Orders; ten percent (10%) for Canada Covered Orders. Customs Handling Fees are not included in the calculation base.

The service fee may be invoiced to Company, netted against amounts payable to Company, deducted from Recovery Amounts, or otherwise settled in accordance with the Addendum, MSA, or Monthly Reconciliation statement.

Where Passport refunds duty or tax amounts to Company before the corresponding Recovery Amounts are received, Passport is advancing such amounts as an accommodation. The Applicable Agent and Passport retain the right to receive and retain the corresponding Recovery Amounts when recovered.

If a recovery claim is denied, reduced, reversed, clawed back, or later determined to be invalid after Passport has refunded amounts to Company, Company shall reimburse Passport for the denied or invalid amount, unless the denial was caused by Passport’s fraud, gross negligence, or willful misconduct.

7. Consumer Refunds and Credit Notes

Company remains responsible for issuing customer refunds unless otherwise agreed in writing. Where the Applicable Agent has accounted for VAT on a Covered Order, Company shall promptly notify the Applicable Agent and Passport of any refund, return, chargeback, or other event that may affect VAT or customs reporting. The Applicable Agent may issue credit notes in the Applicable Agent’s own name where required to support VAT adjustment or duty recovery.

8. Records

Each party shall maintain records sufficient to support the VAT, customs, import, export, return, and recovery treatment of Covered Orders for the period required by applicable law. Company shall retain and provide records that allow the Applicable Agent and Passport to match each Qualified Return to the corresponding original import Declaration Item and consumer order, including a system-based linkage (import MRN to order to return authorization to export MRN) sufficient to establish a complete audit trail for each recovery claim.

9. No Guarantee of Recovery

The Applicable Agent and Passport do not guarantee that any Recovery Amounts will be available or granted. The Applicable Agent and Passport shall not be liable for denied, reduced, delayed, or unavailable Recovery Amounts except to the extent caused by their fraud, gross negligence, or willful misconduct.

10. General

Updates. Passport may update these Program Terms on thirty (30) days’ written notice to enrolled Companies. Updates do not affect the fee, Lane-in-Scope enrollment, or agent appointment set out in the Addendum, which require written amendment to the Addendum.

Conflict. In the event of conflict between these Program Terms and the Addendum, the Addendum governs.

SCHEDULE A — EU-SPECIFIC PROVISIONS

A.1 Legal Basis — EU Commissionaire

For EU Covered Orders, Brand Access, LLC is appointed as Company’s commissionaire and undisclosed agent in accordance with:

Article 14(2)(c) of Council Directive 2006/112/EC (the EU VAT Directive), such that Brand Access, LLC is treated for EU VAT purposes as supplying Covered Goods to EU consumers in its own name while acting for the account of Company; and
Article 3(1) of the Dutch VAT Act 1968 (Wet op de omzetbelasting 1968), to the same effect under Netherlands law.

A.2 EU Customs Mechanics

EU Covered Orders will initially be cleared through the Netherlands unless otherwise agreed. Brand Access, LLC or Passport’s appointed customs broker will act as declarant or customs representative. Where applicable, import VAT is accounted for under the Dutch Article 23 import VAT deferral mechanism via periodic Dutch VAT returns; the recovery process for import VAT operates through VAT return adjustment.

Customs duty recovery is pursued via invalidation or partial invalidation of the import declaration under Article 116(1) and Article 148(3) of the UCC Delegated Act, on the basis that Covered Goods are goods sold under a distance contract (as defined in Article 2(7) of Directive 2011/83/EU) that have been returned.

A.3 Declaration Item Requirements and Dutch Customs Pre-Alignment

The ability to recover customs duty on a partial return depends on the import declaration structure:

Where each unit was declared as a separate Declaration Item, partial invalidation at item level may be legally possible, subject to Dutch Customs systems support.
Where units of the same product were grouped as a single Declaration Item under the same tariff subheading, partial invalidation of only some of those units is not legally possible under EU customs legislation.
The operational default for EU Covered Orders is to declare each unit as a separate Declaration Item where practicable.

A.4 UCC Recovery Window — 90-Day Deadline

Any application for customs duty repayment or remission for EU Covered Orders must be submitted within the UCC Recovery Window (ninety (90) calendar days of the date of acceptance of the original import declaration). Passport will use commercially reasonable efforts to identify and process Qualified Returns within the UCC Recovery Window but cannot guarantee recovery where returns are initiated or confirmed after the 90-day period has elapsed. Company shall notify Passport of a return or anticipated return promptly and in any event in sufficient time to allow a timely recovery application.

A.5 Customs Handling Fee — EU

A Customs Handling Fee applicable to distance-sale imports in the EU is expected to be introduced on or around 1 November 2026 under EU customs reform legislation. Company acknowledges that: (a) the CHF is non-refundable and excluded from Recovery Amounts; (b) Passport and Brand Access, LLC have no obligation to seek, recover, or refund any CHF; and (c) the CHF is a non-recoverable cost of import regardless of whether the Covered Goods are subsequently returned.

A.6 Governing Law — EU

Schedule A and all matters relating to EU Covered Orders are governed by the laws of the Netherlands. Disputes relating to EU Covered Orders shall be subject to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

SCHEDULE B — UK-SPECIFIC PROVISIONS

B.1 Legal Basis — UK Undisclosed Agent

For UK Covered Orders, Passport Global Inc. (or its applicable UK affiliate as notified to Company in writing) is appointed as Company’s undisclosed agent for UK VAT purposes in accordance with section 47 of the Value Added Tax Act 1994, such that Passport is treated as both receiving a supply from Company and making a supply of Covered Goods to UK consumers.

B.2 UK Customs Mechanics

Passport (or its applicable UK affiliate) will act as importer for UK Covered Orders using the applicable UK EORI number. Passport’s appointed UK customs partner will handle customs clearance and duty recovery. Customs duty recovery for UK Covered Orders is managed through HMRC’s applicable duty drawback or repayment procedures, including procedures available under Passport’s customs partner’s arrangements with HMRC. Import VAT and output VAT adjustments will be made through periodic UK VAT returns, supported by the required audit trail.

B.3 UK Customs Duty Recovery — Conditions

Duty recovery for UK Covered Orders is subject to applicable HMRC requirements and the procedures of Passport’s UK customs partner. Company shall provide all documentation required by Passport or its UK customs partner, including proof of import, proof of return or re-export from the UK, and records linking the original import to the return.

B.4 Customs Handling Fee — UK

To the extent that any non-refundable per-item customs handling fee or similar charge is introduced in the UK applicable to distance-sale imports, such fee is treated as a Customs Handling Fee and excluded from Recovery Amounts.

B.5 Governing Law — UK

Schedule B and all matters relating to UK Covered Orders are governed by the laws of England and Wales. Disputes relating to UK Covered Orders shall be subject to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE C — SOR LOW-VALUE VAT/GST RECOVERY

C.1 Scope and Activation

Schedule C applies to any Company that: (a) has a current Seller of Record agreement with Passport (a “SOR Agreement“) covering one or more SOR Low-Value Markets; and (b) has been enrolled in the SOR Low-Value VAT/GST Recovery program, either by execution of the Addendum (if applicable) or by written confirmation from Passport. Schedule C governs the recovery and refund of VAT and GST on low-value SOR orders that are returned. It operates independently of Schedules A and B, which govern high-value Covered Orders above the applicable de minimis threshold.

C.2 SOR Low-Value Markets and Applicable Frameworks and Thresholds

The following markets and VAT/GST frameworks are covered by Schedule C:

United Kingdom (UK): Orders with intrinsic value at or below £135. UK VAT is collected at checkout by Passport as Seller of Record and reported via Passport’s periodic UK VAT return to HMRC.
European Union (EU): Orders with intrinsic value at or below €150. VAT is collected at checkout by Passport as Seller of Record at the applicable destination member state rate and reported via Passport’s monthly IOSS return.
Australia (AU): Orders with intrinsic value at or below AUD 1,000. Australian GST at 10% is collected at checkout by Passport as Seller of Record and reported via Passport’s periodic Business Activity Statement (BAS) to the ATO.

Note on thresholds: These thresholds reflect current law as of the effective version date of these Program Terms. Passport will update Schedule C to reflect any legislative changes.

C.3 VAT/GST Collection by Passport as Seller of Record

For each enrolled SOR Low-Value Market, Passport acts as Seller of Record and, in that capacity, collects VAT or GST from the consumer at checkout, reports those amounts to the applicable tax authority on a periodic basis, and is responsible for accounting for adjustments when goods are returned. Company does not independently collect, report, or remit VAT or GST in enrolled SOR Low-Value Markets.

C.4 SOR Low-Value Qualified Returns

A return of a low-value SOR order constitutes a “SOR Qualified Return” eligible for VAT/GST recovery under this Schedule C where:

the goods were sold through an enrolled SOR Low-Value Market at or below the applicable de minimis threshold;
a valid consumer refund (full or partial) has been processed;
Passport has received confirmation that the returned goods have been received at the applicable return facility or nominated return address;
the return can be linked to the original SOR order in Passport’s systems; and
the return is not fraudulent (e.g., empty parcel, incorrect goods, or return of goods not matching the original order).

Note on EU IOSS returns: Under current EU VAT guidance, adjusting IOSS-reported VAT on returned goods may, in some member states, require evidence that goods have physically left the EU before the adjustment is recognized. Passport will pursue VAT adjustment via IOSS return based on proof of consumer refund and return receipt, but Company acknowledges that recovery may vary by member state. Passport will use commercially reasonable efforts to recover EU IOSS VAT on SOR Qualified Returns but does not guarantee recovery in all member states.

C.5 VAT/GST Recovery Mechanism

For each SOR Qualified Return, Passport will:

reverse the VAT or GST originally collected and reported on the order by applying a credit or decreasing adjustment to the applicable periodic tax return (UK VAT return, IOSS monthly return, or AU BAS) for the period in which the return is confirmed; and
include the recovered VAT or GST amount in the Monthly Reconciliation for the period following the tax return period in which the adjustment is made.

VAT and GST recovery under Schedule C does not require customs declaration invalidation and is not subject to the 90-day UCC Recovery Window or the Declaration Item requirements in Schedules A and B. The recovery mechanism is a tax return adjustment, not a customs procedure.

C.6 Monthly Refund to Company

Passport will refund to Company the VAT or GST originally collected and reported on each SOR Qualified Return, once per month based on the applicable Monthly Reconciliation. The service fee applicable to SOR Low-Value VAT/GST Recovery is as specified in Company’s SOR Agreement or applicable SOW. If not separately specified, a service fee equal to the percentage set out in Section 6 of these Program Terms applies.

Advance refund: Where Passport refunds VAT or GST amounts to Company before the corresponding adjustment is reflected in the applicable tax return, Passport is advancing such amounts as an accommodation. If a VAT or GST adjustment is subsequently disallowed or clawed back by the applicable tax authority, Company shall reimburse Passport for the disallowed or clawed-back amount, unless the disallowance was caused by Passport’s fraud, gross negligence, or willful misconduct.

C.7 Company Obligations

Company shall provide all information and documentation reasonably required to support SOR Qualified Return VAT/GST recovery, including:

original order data, including order ID, consumer shipping address, item descriptions, and VAT/GST-inclusive amounts;
return authorization records;
proof of consumer refund (refund confirmation, credit note, or equivalent);
proof of goods receipt at the applicable return facility (carrier tracking, warehouse receipt, or equivalent);
for EU SOR Qualified Returns: any available export or re-export documentation evidencing that goods have left the EU, where required by applicable IOSS rules; and
for AU SOR Qualified Returns: any records required by the ATO to support a GST decreasing adjustment, including the applicable credit note or tax adjustment note.

Company shall promptly notify Passport of any consumer refund, chargeback, dispute, or other event relating to a low-value SOR order in an enrolled market that may affect VAT or GST reporting.

C.8 No Guarantee of Recovery

Passport does not guarantee that VAT or GST recovery will be available for all SOR Qualified Returns. Recovery depends on: (a) applicable tax authority rules and guidance; (b) timely availability of return documentation and consumer refund confirmation; (c) the rules of the applicable IOSS, UK VAT, or AU GST scheme regarding adjustments for returned goods; and (d) member state interpretation of EU VAT adjustment requirements for IOSS returns. Passport shall not be liable for denied, reduced, delayed, or unavailable VAT or GST adjustments except to the extent caused by its fraud, gross negligence, or willful misconduct.

C.9 Market-Specific Notes

UK: UK VAT collected on goods at or below £135 is reported on Passport’s UK VAT return. Adjustments for returned goods are made via credit notes and reflected in the next applicable UK VAT return period. No duty drawback applies (there is no customs duty on goods at or below the £135 threshold).

EU — IOSS: VAT collected via IOSS is reported in Passport’s monthly IOSS return. Adjustments for SOR Qualified Returns are made in the month following confirmed return. Company acknowledges the member state variability described in C.4 regarding proof-of-exit requirements.

Australia — GST: Australian GST at 10% is reported via Passport’s BAS. A decreasing adjustment for returned goods is made in the BAS period following confirmed return. A valid credit note or tax adjustment note must be issued to support the adjustment. No separate duty recovery applies (goods at or below AUD 1,000 are typically duty-free under the low-value imports framework).

C.10 Governing Law

The following governing law applies by market for disputes arising under or in connection with Schedule C:

UK SOR markets: English law; exclusive jurisdiction of the courts of England and Wales.
EU SOR markets: Laws of the Netherlands; exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.
AU SOR markets: Laws of the State of Victoria, Australia; exclusive jurisdiction of the courts of Victoria.

SCHEDULE D — CANADA-SPECIFIC PROVISIONS

D.1 NRI and Supplier Appointment — Legal Basis

For Canada Covered Orders, Brand Access, LLC is appointed as non-resident importer, importer of record, and supplier pursuant to:

the Customs Act (Canada) and associated CBSA regulations, including the Courier Imports Remission Order (SOR/85-1058, as amended), such that Brand Access, LLC is the importer of record for all Canada Covered Orders; and
the Excise Tax Act (Canada), such that Brand Access, LLC is the supplier for GST/HST purposes, accounting for applicable Division II (sales) and Division III (import) GST, QST, and other applicable Canadian provincial indirect taxes in connection with Canada Covered Orders.

For each Canada Covered Order, Company sells the relevant goods to Brand Access, LLC, and Brand Access, LLC takes legal title to those goods as purchaser and resells them to the Canadian consumer. This transfer of title is required for Brand Access, LLC to act as non-resident importer and supplier under Canadian customs and tax law. The timing of each title transfer is governed by Section D.3.

Purchase price — tax exclusion. The purchase price payable by Brand Access, LLC to Company for each Canada Covered Order is exclusive of Canadian customs duties, import GST, GST/HST, QST, PST/RST, brokerage charges, delivery charges, and other applicable Canadian taxes, unless the Parties agree otherwise in writing. Brand Access, LLC, as supplier, determines, charges, collects, accounts for, and remits applicable Canadian taxes on its sale to the consumer.

Brand Access, LLC may perform its obligations under this Schedule D directly or through Passport, Affiliates, customs brokers, carriers, freight forwarders, returns processors, and other service providers. Such delegation does not alter Brand Access, LLC’s status as non-resident importer, importer of record, and supplier for Canada Covered Orders.

D.2 CIRO — Low-Value Duty Remission

For Canada Covered Orders with a value for duty of CAD $150 or less transported by courier (each, a “CIRO-Eligible Order“), Brand Access, LLC or its customs broker may claim available customs duty remission under the Courier Imports Remission Order (CIRO) or any successor program, where the shipment meets all applicable eligibility conditions (value for duty, origin, transportation method, product eligibility, and individual-shipment accounting requirements).

For CIRO-Eligible Orders on which duty remission is successfully claimed, the customs duty component of Recovery Amounts on a subsequent return will be nil or reduced to the extent duty was remitted at import. Company acknowledges that CIRO eligibility is determined at the shipment level and is not guaranteed for all Canada Covered Orders.

Company data obligation. Company shall provide complete and accurate shipment-level data for each Canada Covered Order sufficient to support CIRO eligibility determination, including Customer name and Canadian delivery address, Product description, SKU, quantity, value for duty, currency, country of origin, tariff classification, order number, shipment identifier, and tracking number.

D.3 Title, Risk, and Place of Supply

For each Canada Covered Order:

Title and ownership of the Covered Goods pass from Company to Brand Access, LLC when the goods are tendered to Brand Access, LLC, Passport, an Affiliate, or a Brand Access designee for transportation, consolidation, export, import, customs clearance, delivery, return, or other handling. Such tender is deemed tender to Brand Access, LLC’s carrier.
Brand Access, LLC has the right to dispose of the Covered Goods as owner from the time title passes to Brand Access, LLC through the time Brand Access, LLC imports the goods into Canada and sells or delivers them to the consumer.
No tender to Passport, an Affiliate, or a Brand Access designee causes that person to become the supplier, owner, purchaser, or importer of record for the Covered Goods. Brand Access, LLC remains the supplier and importer of record for Canada Covered Orders.
Brand Access, LLC imports the Covered Goods into Canada in its own name as importer of record and supplier for Canadian customs and indirect tax purposes.
The supply by Brand Access, LLC to the consumer is made in Canada. The province or territory of supply is determined under applicable Canadian place-of-supply rules based on the consumer’s delivery address. Delivery and transfer of title from Brand Access, LLC to the consumer occur in Canada when the goods are delivered or made available to the consumer at the Canadian delivery address.
As between Brand Access, LLC and the consumer, risk of loss passes to the consumer upon delivery in Canada.
The consumer is the purchaser and consignee but is not the importer of record. Company shall not represent to consumers, carriers, customs brokers, governmental authorities, or any other person that the consumer is the importer of record.

Merchant’s retained commercial responsibilities. As between Company and Brand Access, LLC, Company remains responsible for fulfillment errors, product defects, warranty obligations, product compliance failures, product recalls, incorrect product information, inaccurate documentation, carrier claims, returns, exchanges, chargebacks, fraud, loss, damage, and other commercial liabilities to the extent allocated to Company under the Addendum, these Program Terms, or any other agreement between the Parties. This commercial allocation of responsibility does not alter the Parties’ agreement that Brand Access, LLC is the supplier and importer of record for Canada Covered Orders.

D.4 Returns and Tax/Duty Recovery — Canada

For Canada Covered Orders, Recovery Amounts include recoverable customs duties, GST/HST, QST, PST/RST, and other recoverable Canadian taxes on Qualified Returns. Unlike EU and UK Lanes, Canadian customs duty recovery is included in the default Recovery Amount calculation and is not excluded unless separately agreed.

Advance refund. Where Passport refunds Recovery Amounts to Company before the corresponding amounts are received from the applicable tax or customs authority, Passport is advancing such amounts as an accommodation. Brand Access, LLC and Passport retain the right to receive and retain the corresponding Recovery Amounts when recovered. If a recovery claim is denied or reversed after Passport has refunded amounts to Company, Company shall reimburse Passport for the denied amount, unless the denial was caused by Passport’s fraud, gross negligence, or willful misconduct.

D.5 Canada Qualified Returns

A return of a Canada Covered Order constitutes a “Canada Qualified Return” eligible for Recovery Amounts under this Schedule D where:

the goods were sold through an enrolled Canada Lane and Brand Access, LLC acted as non-resident importer and supplier;
a valid consumer refund (full or partial) has been issued;
Brand Access, LLC or Passport has received confirmation that the returned goods have been received at the applicable return facility or address;
the return can be linked to the original Canada Covered Order in Passport’s systems;
the return is not fraudulent; and
Company has provided all item-level and shipment-level data required to support recovery under applicable CBSA and CRA requirements.

D.6 Customer Disclosure Obligation

Company shall clearly inform consumers before checkout for each Canada Covered Order that:

the goods are sold to the consumer by Brand Access, LLC, a U.S. limited liability company registered in Canada for applicable tax and import/export accounts;
Brand Access, LLC is the supplier for Canadian indirect tax purposes and the non-resident importer/importer of record for Canadian customs purposes;
the supply is made in Canada; and
the consumer is the purchaser and consignee but is not the importer of record.

Company shall make available to consumers, prior to checkout, disclosure language in the form approved by Brand Access, LLC (as may be updated by Brand Access, LLC on written notice to Company) or such other language as Brand Access, LLC approves in writing. The current approved form is available from Passport upon request.

D.7 CARM; Customs Accounting

Brand Access, LLC will use its Canadian Business Number, import/export program account, and CARM (Canada Border Services Agency Assessment and Revenue Management system) account to import Canada Covered Orders and account for applicable customs duties and import GST. Brand Access, LLC’s customs broker will clear Canada Covered Orders on Brand Access, LLC’s account. Brand Access, LLC may settle customs duties and import GST through its CARM account or applicable payment process.

Company shall promptly provide all records required by Brand Access, LLC or its customs broker to support customs valuation, tariff classification, origin determination, CIRO eligibility, duty recovery, tax adjustments, CBSA audits, CRA audits, and related proceedings.

ITC warranty. Company warrants that all Product data, valuations, classifications, descriptions, origin information, and related information provided to Brand Access, LLC, Passport, Affiliates, and Brand Access designees are accurate, complete, and not misleading in all material respects, and are sufficient to support Brand Access, LLC’s input tax credit (“ITC”) claims under the Excise Tax Act (Canada). If Brand Access, LLC’s ITC claim in respect of Division III import GST paid on a Canada Covered Order is denied, reduced, or recaptured in whole or in part by the Canada Revenue Agency as a result of inaccurate, incomplete, or misleading information provided by Company, Company shall reimburse Brand Access, LLC for the amount of the denied, reduced, or recaptured ITC, together with any related interest, penalties, and professional fees.

Consistent records. Company shall act consistently in its customer-facing disclosures, customs records, tax records, accounting records, invoices, and communications with governmental authorities with the treatment that, for Canada Covered Orders, Company sells Covered Goods to Brand Access, LLC and Brand Access, LLC sells the goods to the consumer in Canada as supplier and importer of record.

D.8 Duty Drawback — Canada

For Canada Covered Orders, customs duty recovery on returned goods depends on whether the returned goods are exported from Canada or otherwise qualify for drawback, refund, or remission under the Customs Tariff (Canada) and related regulations.

Export required. Company shall not represent to consumers or any other person that customs duties on returned Canada Covered Orders are recoverable, or that Brand Access, LLC will claim or obtain duty drawback, unless the returned goods are exported from Canada or otherwise qualify for drawback, refund, remission, or adjustment under applicable law.
No obligation where goods not exported. If returned Covered Goods are retained in Canada, resold in Canada, sent to a Canadian location, destroyed without required authorization, or otherwise not exported or qualifying for relief, Brand Access, LLC is not required to claim duty drawback or refund any customs duties in respect of those goods, except to the extent required by applicable law or expressly agreed in writing.
Export evidence — 90 days. If Company wishes Brand Access, LLC to pursue duty drawback in respect of returned Covered Goods, Company shall provide Brand Access, LLC with documentary evidence sufficient to establish that the returned goods have been exported from Canada within ninety (90) days after the date of return, or such shorter period as Brand Access, LLC reasonably requires to file a timely drawback claim. Documentary evidence shall include, at minimum, a bill of lading, airway bill, export declaration, or carrier-issued proof of export identifying the relevant goods and the original import entry. Brand Access, LLC has no obligation to initiate, pursue, or maintain a duty drawback claim in respect of any returned goods for which Company has not supplied the required evidence within the applicable period. Brand Access, LLC shall not be liable to Company for any forfeiture of drawback entitlement resulting from Company’s failure to provide timely and complete export evidence.
Drawback waiver. To the extent that Company is or may be a person entitled to claim a drawback in respect of any returned Covered Goods (including as importer, exporter, owner, processor, or producer of those goods), Company irrevocably waives its right to claim, apply for, or receive any drawback in respect of those goods, and agrees that Brand Access, LLC shall have the sole right to claim and receive such drawback.

D.9 Governing Law — United States

This Schedule D and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the State of California, United States.

— End of Returns Recovery Program Terms —

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