Introduction

We are JJK Commerce LTD registered in United Kingdom; Office 1718, 182-184 High Street North, East Ham, London E6 2JA, doing business as Passive POD ('Company', 'we', 'us', or 'our')!
As part of our service we agree to provide you with information and other services subject to these Terms of Service.

The Service

We offer our clients an avenue to generate a passive income stream by creating managing and growing Etsy store(s) in the popular Print on Demand (or POD) model on the clients' name, on their behalf.
A good part of the profits generated by all the store(s) we manage constitute the passive income stream for our clients.

As part of this endeavor, we offer complete Etsy store management service which include but is not limited to store creation, product listing, customer service, Etsy ads management, SEO of product listings etc..
We also create a supplier account (with a safe and secure supplier) on our name that is connected to the client's Etsy store to fulfill all the orders. Hence we also provide certain services to our clients indirectly which include but not limited to order fulfillment, return order management, wrong products delivered management, non-delivery of products etc...

Eligibility of clients

We are now only accepting adult (age of 18 and above) residents from United States of America or businesses with its director as citizen of USA (single owner LLC type only). We are actively trying to reach more people.

If you aren't an adult citizen of USA, we are unable to provide our services for you yet.

Important Phrases

1. An Episode of a Store :
   If the establishment of the store falls on or before May 31st in any given year, the first episode of the store will last till the end of the month of establishment next year. If the store is established at any other time, the first episode will last until the second occurrence of January 31st. Subsequent episodes will commence at the conclusion of the previous episode and will last for precisely 12 months following the completion of the previous episode.
   The start of the first episode of any store is the date it is opened (established).
   
   
2. Term :
   Every term is essentially an episode of a particular store (except for the first term).
   The period of a term will last from anywhere between 12 months to 26 months depending on time of establishing the stores.
   The creation of new stores will be staggered over time rather than all at once.
   
   The date of opening the first store will be the beginning of your first term, and the first term's end will be defined/revised to coincide with the end of the first episode of the latest newly created store. This process will continue up to creation of a maximum of five stores or 6 months from the opening date of your first store, whichever comes first.
   
   (Note that the start of first term never gets revised).
   
   The subsequent terms (from second term onwards) will be essentially the respective episodes of the store whose first episode's end has been chosen as the final revision of the first term's end.
   
   Note:
   We have promised the client's net profits by the end of every 'term'. The 'term' here is the 'term' defined above.
   
   
3. Guaranteed client's net profit :
   This is the 'minimum' net profit that you as our client will have at the end of a term after all deductions have been accounted for. It represents the net profit generated by all the stores in your name that we manage, after subtracting payments to suppliers, Etsy fees, and our compensation.
   
   If we fail in achieving the required combined revenue from all the stores on your name (in turn failing in providing you with the guaranteed client's net profit) in a term; we will make sure to pay you the remaining amount from the guaranteed net profit within 60 days (45 days for pro plus plan customers) of end of the term without fail; provided all the terms and conditions that you have accepted are satisfied.
   
   
4. Store's net gain :
   This is the net profit that all the sales had generated for the store in a fixed time period. This amount is the remainder after deduction of all supplier payments and Etsy fees and any other expenses before "our compensation" and "your profits" are decided.
   
   
5. Upkeep amount :
   This is the basic amount of money required to maintain a store (including the device maintenance, supplier subscription cost, residential IP address subscription, basic charges for management etc..). Please see the pricing page for different 'upkeep amounts' in different plans.
   
   
6. Initial payment :
   This is the payment you provide us before we even start your journey with us, it symbolizes your commitment to us about your co-operation in truly developing a business hand-in-hand, and it also covers our initial setup cost for the backend of your upcoming store(s).
   Please see the pricing page for different 'initial payments' in different plans.
   
   
7. Buffer amount :
   This is the extra amount required in your bank account to fund your first few sales, as it will take time for Etsy to deposit the amount from customers to your bank account. This amount will be paid to suppliers to send the products and update the tracking information on Etsy. Once the tracking info is updated on platform or the product reaches the customer, Etsy would send the money (with the profit) to your bank account according to the set dispersion schedule.
   
   The minimum amount required is $50 to make sure everything runs smoothly from day one.
   
   
8. Principal charges :
   This is our actual charges for the services we provide. The amount is basically a percentage of the store's net gain over a period of time, the percentage varies based on the plan chosen and also the phase in which the store is.
   
   
9. Store adjourn :
   Adjourning a store is where the Etsy store would have it kept in vacation mode, and it's supplier account would be temporarily halted till further notice. This generally happens if by 21st of any month the invoice amount isn't paid.
   
   
10. Store termination :
    After a store is adjourned or a customer asks us to terminate it, the store would be terminated as in, all the supplier information, store information, customer information would be deleted from our databases. Also the Etsy store which might have been put in vacation mode would be closed down or returned to the client.
    (Please note that the supplier account that we have created for the store will not be surrendered in any circumstances, effectively making the Etsy store inoperable if we terminate the store)

Finance and Payments

The client agrees to pay for our services as per agreed-upon fee structure which is detailed below. And in case of late-phase principal charges, the client authorizes us to automatically deduct the fee from their bank account. This will be done by 'direct debit' type of payment by the permission of the client.

All payments except the late-phase charges are due upon the completion of service unless otherwise agreed in writing by both parties.

The following is the overview of financial aspects of our collaboration:

1. All the revenue from the store(s) would directly go to our client's bank account connected to the store(s). 
   
   
2. All the supplier fees would be paid to the suppliers directly from your bank account, by allowing us in attaching your credit/debit card to the supplier account on our name that is attached to the store.
   
   
3. We would also add this or another card (connected to the same bank account) to your Etsy store to manage the Etsy fees if required.
   
   
4. Payments to us will happen after the sales in mid phase, and will happen before the sales in late phase.

All payments (of all kinds) would be due on 20th of each month, and the invoice (with payment link) will be sent generally of 1st of each month through e-mail.
For the late-phase payments, the client agrees to permit us to automatically deduct the payment from the bank account (using the 'direct debit' method), also the invoice will be sent around 1st of each month and the money will be deducted on any date between 10th and 15th of each month.

If we find that payment hadn't been done by 21st of a month (with we being uninformed or for any reasons both of us don't consent on) we will adjourn the customer's store, and would try to communicate with the customer regarding the payment issue. If satisfactory (acceptable to both you and us) conclusion is not found, the store would be terminated.

The client's payment to us for our services classified based on time and phase of store are as follows:

• Initial payment :
  This one-time fee is for any entity (individual or business) in the United States of America only (we are actively expanding our reach) that permits and commissions us to create and oversee a new Etsy store. The fixed payment amount is listed on the plans page USD (or its equivalent in other accepted currencies) for all who opt for our services.
  
  
• Initial-phase Charges :
  There are no payments charged in this phase in general. If and only if this phase lasts more than a month (30 days), we would charge the client of an 'upkeep' amount (known as 'upkeep' charge) on the 1st of a month that comes immediately after 30th day of start of the initial phase of the store has completed. If the store completes initial phase in less than 30 days, no charges will be applied for the initial phase of the store; the services we provide in this phase will be free of charge.
  
  The specific amount of 'upkeep' amount is given in the pricing page of this site, based on the plan you choose.
  
  
• Mid-phase Charges:
  During this phase, we will compare the 'mid-phase principal charges' incurred for sales happened during the mid-phase with the 'upkeep' amount. Subsequently, we will issue an invoice for the higher value between the 'mid-phase principal charges' and the 'upkeep' amount.
  
  But there can be an exceptional case:
  This condition applies to the very first invoice in the mid-phase. If the switch from the initial phase to the mid phase takes place within the last 5 days of a month, only the 'mid-phase principal charges' (without comparing it to the 'upkeep' amount) will be applicable for the sales happened during the mid-phase and would be due on 20th of immediately next month.
  
  Calculations :
  The 'upkeep' amount varies according to plan chosen, please visit the pricing page.
  The mid-phase principal charges are calculated based on the profits that the store has already earned.
  The value of 'mid-phase principal charges' is a percentage of the 'Store's net gain' of all sales that had already happened in the mid-phase of the store till the due date.
  
  The percentage used above depends on the package the client has chosen, which is given in the pricing page.
  
  
• Late-phase charges :
  There is only one type of charge for the late-phase store, that is 'late-phase principal charges'.
  The charges here are generally invoiced before the sales happen.
  Since the sales are charged before they happen, the number of sales and the product composition is predicted before hand and the charges are for that prediction.
  
  This prediction generally (except for 4th quarter of every year) says that the store's net gain for the succeeding month remains same as preceding month.
  
  In the 4th quarter of every year, the prediction says that:
  
  1)  September will have same store's net gain as in August.
  2) October will have 1.5 time the store's net gain as in September.
  3) November will have 2.5 times the store's net gain as in October.
  4) December will have 0.25 times the store's net gain as in November.
  5) January will have same store's net gain as in December.
  
  This prediction (in any month) can be altered with our consent as per client's requirements in case by case basis.
  
  Exception (The amount is same but the time is changed): 
  There is one exceptional case for the very first late-phase invoice where essentially the payment is made after the sales:
  The very first late-phase invoice will be sent on 1st of the month immediately after the month in which the transition of store from mid-phase to late-phase takes place.
  Since the transition takes place before due date, there will be sales happening categorized into late-phase in between the date of transition and due date.
  The charges for these sales will be categorized as 'late-phase principal charges' and will be charged after the sales have happened.
  Simultaneously we will also charge 'late-phase principal charges' on the same due date for the sales that is predicted to happen in the coming month.
  
  
  Now, since the predictions will almost always be wrong, we add a component to the invoice for the next month that adjusts for the surplus or deficit in the number of sales (consequently store's net gain).
  
  There is also a third part of the invoice which would help in case the money present in the client's account is not enough to pay the invoice.
  In this case, we would divide the payment in batches and postpone parts of it, while consulting the client. Hence the third part of invoice would be a batch of a postponed payment.
  
  Calculations :
  
  The late-phase principal charges are calculated based on the anticipated profits of the store for the month in which the due date is situated.
  The value of 'late-phase principal charges' is a percentage of the 'Store's net gain' of all sales that is predicted to happen.
  
  The percentage used above depends on the package the client has chosen, which is given in the pricing page.

Payment methods

The methods of your payments to various parties in our collaboration are as follows:

1. Payment to Etsy : 
   We would add a credit/debit card to the Etsy store(s). Etsy will take the fees from the card if the money in the Etsy store's account isn't enough to accommodate the Etsy fee.
   
   
2. Payment to Supplier :
   We would add a debit/credit card to a reputed supplier that supplies the products to the customers of the Etsy store. We would need your permission to do so.
   We'll be responsible for all possible disputes that may happen here, so rest assured that there won't be any kind of persistent problem that may arise here.
   
   Any changes made by supplier will be notified to the client as soon as possible.
   
   
3. Payment to us :
   There are multiple methods of paying us, the methods for specific payment types are listed:
   
   1) Initial payment :
   The initial payment can be paid to us while signing up on the website's 'Pricing' page through:
   a) Cards (mostly accepted cards like MasterCard, Visa, Discover, American Express, etc..).
   b) Apple Pay;
   c) Google Pay;
   d) Link;
   e) Klarna;
   f) After Pay/ Clear Pay
   
   2) Payments in initial-phase or mid-phase:
   We will send the invoices on or around 1st of every month to the registered email address. These invoices will have a link attached to them.
   On clicking the link, you would be redirected to a checkout page, where you can pay us through the same methods as listed in the payment methods of 'initial payment'.
   
   Alternatively you can also pay us through 'ACH deposits', instructions and details of which will be provided in the same e-mail.
   
   3) Payments in Late-phase :
   Payments in late phase will be accepted only through 'ACH deposits'
   We'll require you to initiate a 'ACH credit' from your bank account to ours. The bank details would be provided in the e-mail with invoice.
   
   There is also a possibility of you permitting us 'ACH debit' your bank account through a payment method known as 'Direct Debit' automatically, so that you don't need to remember doing these payments before deadline.
   We'll send the invoices on or around 1st of every month and will try debiting the account once in the dates ranging from 10th to 15th. If it's not successful, we'll notify it to you and we'll need you to do an 'ACH credit'. If successful, we'll send the e-mail regarding the success of the payment, and everything will keep running smoothly.

The required instructions and guidance will be provided if necessary.

Refund Policy

There is generally no refunds possible, except where the client has chosen a pro plus plan and the profits of all his/her stores doesn't add up to $50 within 6 months.

Still we may refund a part of payment out of our goodwill, solely and utterly on our discretion. Please note that refunds aren't a guaranteed entitlement.

If you are somehow are facing a financial loss (however small) due to your interaction with us or with Etsy stores under our management by the end of a term, you can contact us through e-mail to explain the situation after which we'll do our best to resolve the issue. (we'll do our best to resolve the losses for legitimate reasons, please note that the final decision lies in our hands)

For example, you've paid the initial payment and $15 for opening the store; if by the end of term, you've not been able to recover your money paid; we may consider refunding you enough to breakeven once you contact us about the situation, based on our internal factors about the reasons for the failure of the Etsy store(s).

Risk Disclaimer

We are dedicated to ensuring our clients achieve their desired target net profit (based on the chosen plan) by the end of a specified term, through the management of all stores under our care. This commitment reflects our proactive approach to overseeing our clients' Etsy stores with care and attention.

It's important to understand that our financial success is very directly tied to the success of our clients, as we earn a percentage of their stores' net profits as our main source of revenue. We understand this fact very clearly and hence, we value this partnership and will go above and beyond to retain our clients and keep them happy by ensuring that the necessary revenue is generated to meet the target net profits.

Hence you can rest assured that we will work diligently and sincerely to deliver on our targets, as we have lot of financial incentive in doing it.

While we strive for success, we also acknowledge that external factors beyond our control may impact our clients' businesses negatively. Therefore, we establish all possible risks associated with our collaboration.

The following conditions are mainly to give you a good idea of our confidence on our capabilities of running the Etsy stores and making a profit out of it, and not in our capability of handling things completely beyond our control.

The Risks that we are aware of, are as follows:

1. The client may not recover the initial investment done through the profits generated by the stores within a reasonable time frame.
   Or in other words, the stores may not generate significant profits.
   
   
2. Etsy is infamous for suspending stores (even really successful ones), hence it may ban the client from selling on the platform (it can happen due to various reasons).
   
   

Till what extent do we avert the risks for our customers:

1) Although we make every effort to repeat the success seen in the client's stores, just as we have done in many other clients' stores, there is always a chance that we may not succeed, however small.

Introducing a new refund feature exclusively for our Pro Plus clients, where they are entitled to a refund if their store's sales do not pick up. If the initial $50 payment is not recovered within 6 months of setting up the first store, we will refund the amount to ensure our clients do not face any financial losses.

For this refund to happen, at least 1 store of client needs to be active at the end of 6 months.

2) Firstly we'll try our level best in avoiding the suspension of the store, but still if Etsy suspends the client or their store, we'll try our level best in reinstating it. But we can't guarantee that it will be reinstated, hence the worst-case scenario is, the client won't be able to sell on Etsy under their name again.

Every client is important to us, and we aim to keep our processes as fair, reasonable and straightforward as possible, and we hope for the same from our clients; as ultimately our goal is one and the same! That is, generating as much profit, as quickly and sustainably as possible!

Extra information

Please go through the pages Documentation and Pricing thoroughly before choosing a plan and using our services. The information in these pages will be critical and won't be found anywhere else on website, though some critical parts of them are also present in this terms of service as separate components listed above.

The information in the pages also are considered a part of 'terms of services'. Hence please be thorough with them.

Contact us on e-mail provided in the footer of the site for clarification regarding any information.

Only after you make sure you are clear about all information on those two pages and the rest of terms of service, are you allowed to use our service.

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ AND THOUROUGHLY UNDERSTAND THE INFORMATION IN THE PAGES Documentation and Pricing AND AGREE TO ACCEPT AND FOLLOW THEM.

Responsibilities and Obligations

We are responsible for security, thwarting all the scams and frauds of the Etsy stores that we manage, provided that the client does setup the store as instructed and doesn't interfere in any kinds of settings that we put for the store or communicate to any entity on the Etsy platform without our approval.

The client agrees to provide accurate and up to date, relevant information when asked for at any point in time with their collaboration with us.
The client also needs to forward us any updates and/or any emails sent from Etsy within 3 days of receiving it (it can be automated); or provide us with access to the inbox of the Gmail account through which the Etsy store is created.

Changes in Charges

We, in our sole discretion and at any time, may modify any and all kinds of charges for the maintenance and running of the store (all types of payments that you pay us, including initial payment, upkeep charges and any kind of principle charges). Any change in charge amount will become effective on the due date of next to next month (the second occurrence of due date)

We will provide you with a reasonable prior notice of any change in charges to give you an opportunity to terminate your association with us, before such change becomes effective.

Your continued use of Service after the change in charges comes into effect constitutes your agreement to pay the modified charge amount.

Intellectual property

Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of us and our licensors. Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade address may not be used in connection with any product or service without the prior written consent from us.

Any images used in the website is/are properties of their respective copyright owners.

Client Conduct

Client agrees not to use the service or content on the website for any illegal or unauthorized purposes. Clients agree to comply with all laws, rules and regulations applicable to their use of the service and their content.

Privacy Policy

Please visit the page Privacy Policy from the site map in the footer. The page Privacy Policy is also considered to be part of terms of service, hence use our services only if you accept our privacy policy.

Limitation of Liability

Our service is provided "as is", and we can't guarantee it will be safe and secure or will work perfectly all the time.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DUE TO LOSS OF PROFITS, DATA, USE, GOODWILL, COPYRIGHT/TRADEMARK INFRINGEMENT NOTICES OR OTHER TANGIBLE/INTANGIBLE LOSSES, RESULTING FROM (i) USE OF CERTAIN DESIGNS ON/OR THE IMAGES OR CERTAIN TERMS USED IN TITLES OF LISTINGS ON YOUR ETSY STORE(S); (ii) THE PRODUCTS SHIPPED FROM SUPPLIERS TO CUSTOMERS OF YOUR ETSY STORE(S); (iii) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (iv) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (v) ANY CONTENT OBTAINED FROM THE SERVICE; AND (vi) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

In case of any legal disputes involving any legal bodies, this section "Limitation of Liability" will override all other terms listed on this website, wherever and everywhere it can be applied.

Change to the terms of service

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of our services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use our Service.

We may or may not e-mail you about the updates in these terms of service.

Termination

If you breach the letter or spirit of these terms, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of the service to you.

If you fail to pay us by respective deadlines, with reasons that we don't find reasonable, we can stop providing all or part of the service to you.

Disputes

We'll try our best to resolve any disputes with you informally.
If we can't, any legal action against us must be resolved in London, United Kingdom.

Waiver and Severability

No waiver by Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision.

If any provision of Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of Terms will continue in full force and effect.

Acknowledgment

BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO ACCEPT AND BE BOUND BY THEM.

Contact

Please contact us on contact+terms@passivepod.net, if you have any queries about these terms.