These Terms of Service (the "Terms") form a binding agreement between SISTEMAS DIGITALES Y DE DATOS SL ("we", "us", "our"), NIF B22771505, and the entity or person accepting these Terms ("Customer", "you"). By creating an account, clicking “I agree”, or using our websites, applications, APIs, or related services (collectively, the "Service"), you agree to these Terms. If you are agreeing on behalf of a company, you represent that you have authority to bind that company.
1. The Service
1.1 Description. We provide B2B SaaS for e‑commerce data integration and PIM: connectors to marketplaces (e.g., Mirakl) and storefronts (e.g., Shopify), product/catalog management, order and inventory synchronization, invoice delivery, and related tooling, as configured by Customer.
1.2 Accounts. You must provide accurate information and keep credentials confidential. You are responsible for activities under your account.
1.3 Third‑Party Platforms. The Service may connect to platforms you choose (e.g., Shopify, Mirakl, Amazon, eBay, Stripe). You authorize us to access and process data from those platforms as needed to provide the Service. We do not control and are not responsible for third‑party terms or availability.
1.4 Beta/Preview Features. Optional beta features are provided “as is”, may be modified or discontinued at any time, and are excluded from any SLA or support commitments.
2. Orders, Plans, and Changes
2.1 Subscriptions. Access is provided on a subscription basis (monthly or annually) per plan or order form specifying scope, limits, and pricing (the “Order”).
2.2 Usage Limits. Plans may include quotas (e.g., number of connectors, products, orders, API calls). You agree not to exceed these limits. We may throttle or charge overages as described in your Order or the plan description.
2.3 Changes. We may reasonably update features, interfaces, and documentation. Material reductions in functionality will be communicated in advance when feasible.
3. Fees and Payment
3.1 Fees. You agree to pay the fees stated in your Order or the then‑current price list for your plan. Fees are due in the currency stated (default EUR) and are non‑refundable except as expressly provided.
3.2 Invoicing & Payments. We may use a payment processor (e.g., Stripe) to charge recurring fees. If invoiced, payment is due within 30 days of invoice date unless stated otherwise. Late amounts may incur interest at 1% per month (or the maximum allowed by law), plus reasonable collection costs.
3.3 Taxes. Fees exclude taxes. You are responsible for VAT/GST, sales, use, withholding, or similar taxes, except taxes based on our net income. Where reverse‑charge applies, you must provide a valid VAT number and account for tax accordingly.
3.4 Price Changes. We may change prices at renewal by giving at least 30 days’ notice.
4. Term and Termination
4.1 Term. Each subscription term is as specified in the Order and renews automatically for the same term unless either party gives notice of non‑renewal at least 5 days before the end of the then‑current term.
4.2 Termination for Cause. Either party may terminate if the other materially breaches these Terms and fails to cure within 30 days after written notice. We may suspend or terminate immediately for (a) non‑payment, (b) security risk, (c) violation of the AUP, or (d) unlawful use.
4.3 Effect of Termination. Upon termination or expiration, your right to use the Service ends. You remain responsible for unpaid fees. At your request within 30 days, we will make your Customer Data available for export. Thereafter, we may delete or anonymize Customer Data, subject to legal retention requirements.
5. Customer Data and Content
5.1 Definitions. “Customer Data” means data submitted to or processed by the Service by or for you (including product catalogs, orders, inventory, invoices, and your end‑customer information). “Service Data” means operational data generated by the Service (e.g., logs, metrics) used to provide, secure, and improve the Service.
5.2 Ownership. As between the parties, you own Customer Data. We own the Service, Service Data, and our technology.
5.3 License to Provide the Service. You grant us a worldwide, non‑exclusive license to host, copy, process, transmit, and display Customer Data solely to provide and improve the Service and to comply with law.
5.4 Your Responsibilities. You are responsible for: (a) the accuracy and legality of Customer Data; (b) providing required notices and obtaining rights and consents from your customers and users; (c) configuration and mapping decisions; and (d) maintaining your third‑party accounts and credentials.
5.5 Personal Data. When we process personal data in Customer Data on your behalf, we act as a Processor and you act as Controller. Such processing is governed by our Data Processing Agreement (DPA), incorporated by reference. Our Privacy Policy explains our Controller activities.
5.6 Backups and Export. We implement reasonable backup procedures. You can export certain data via APIs or tools; we are not an archive of record and you should maintain your own backups.
6. Acceptable Use Policy (AUP)
You will not, and will not permit anyone to: (a) use the Service for unlawful, infringing, harmful, or fraudulent activities; (b) reverse engineer, decompile, or attempt to derive source code (except where prohibited restrictions); (c) bypass security or access controls; (d) transmit malware, spam, or abusive content; (e) exceed plan limits or rate limits; (f) resell or provide the Service to third parties except as authorized; (g) use the Service to collect or process special categories of data or children’s data without our prior written consent; or (h) misrepresent identity or affiliation.
7. Security
We maintain appropriate technical and organizational measures to protect Customer Data, as described in our documentation. You are responsible for protecting your accounts, devices, and credentials.
8. Confidentiality
“Confidential Information” means non‑public information disclosed by a party that is designated confidential or should reasonably be considered confidential. The receiving party will use the same care as it uses to protect its own confidential information (but no less than reasonable care) and will use it solely to perform under these Terms. Exclusions apply for information that is public, already known, independently developed, or rightfully received from a third party. Legal disclosures are permitted with notice where lawful.
9. Intellectual Property; Feedback
The Service is protected by intellectual property laws. Except for the rights expressly granted, no license is granted. If you provide Feedback or suggestions, we may use them without restriction and without obligation to you.
10. Warranties and Disclaimers
10.1 Mutual. Each party represents that it has the authority to enter into these Terms and will comply with applicable laws.
10.2 Service Warranty. We will provide the Service materially in accordance with the documentation. Your exclusive remedy for breach of this warranty is re‑performance of the Service or termination for cause if the breach remains uncured.
10.3 Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND BETA FEATURES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR‑FREE OR UNINTERRUPTED.
11. Limitation of Liability
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, cover, or punitive damages, or loss of profits, revenue, goodwill, or data; and (b) each party’s total liability arising out of or related to these Terms will not exceed the amounts paid or payable by you to us for the Service in the 12 months preceding the event giving rise to liability. The limits above do not apply to your payment obligations, your breach of the AUP, or a party’s liability for willful misconduct or amounts that cannot be limited by law.
12. Indemnification
12.1 By Customer. You will defend and indemnify us from claims by third parties arising out of (a) your use of the Service in breach of these Terms or law; (b) Customer Data; or (c) your integrations or configurations.
12.2 By us (IP). We will defend and indemnify you against claims alleging that the Service, as provided by us, infringes a third party’s intellectual property rights, and will pay damages finally awarded or approved in settlement. We may, at our option, modify the Service to avoid infringement, procure a license, or terminate the affected Service with a pro‑rata refund of prepaid fees for the unused term. We have no obligations for claims based on your content, use not in accordance with these Terms, or combinations with items not provided by us. We will not settle any claim that imposes an admission of liability or non-monetary obligations on Customer without Customer’s prior written consent (not to be unreasonably withheld).
12.3 Procedure. The indemnified party must promptly notify the indemnifying party, give control of the defense, and provide reasonable cooperation.
13. Compliance
You will comply with applicable laws and regulations, including data protection, consumer, tax, export control, anti‑corruption, and sanctions laws. You are responsible for the lawfulness of your sales, tax determinations, VAT/ROI registrations, and content on connected marketplaces.
14. Service Levels and Support
Unless otherwise stated in an Order or SLA, the Service is provided without uptime commitments. We may schedule maintenance (including emergency maintenance). Support channels and hours are as published or as set out in your plan or Order.
15. Publicity
We may identify you as a customer (name and logo) on our website and marketing materials, consistent with your brand guidelines. You may opt‑out by notifying us in writing.
16. Modifications to the Terms
We may update these Terms from time to time. We will post the updated Terms with a revised effective date and, if changes are material, provide notice (e.g., email or in‑product). Changes apply on renewal or 30 days after notice for ongoing terms. If you object to material changes, you may terminate before they take effect; we will refund any prepaid fees pro‑rata for the unused portion of the term after termination.
17. Governing Law; Venue
These Terms are governed by the laws of Spain, excluding its conflict‑of‑laws principles. The parties submit to the exclusive jurisdiction and venue of the courts located in Ponferrada, Spain for any dispute not subject to arbitration or where injunctive relief is sought.
18. Miscellaneous
- 18.1 Assignment. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes these Terms.
- 18.2 Notices. Legal notices to us must be sent to [email protected] with a copy by mail to: SISTEMAS DIGITALES Y DE DATOS SL, Calle La Madreselva, 144 Ponferrada LE ES, Spain. Billing and day‑to‑day notices may be sent by email or via the Service.
- 18.3 Order of Precedence. If there is a conflict, the following order governs: Order → DPA → SLA (if any) → these Terms → documentation.
- 18.4 Entire Agreement; Severability; Waiver. These Terms constitute the entire agreement regarding the Service and supersede prior or contemporaneous agreements. If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder will remain in effect. Failure to enforce any provision is not a waiver.
- 18.5 Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control (e.g., internet failures, DDoS, acts of God, war, strikes, government actions).
- 18.6 Relationship of the Parties. The parties are independent contractors. No agency, partnership, or joint venture is created.