Legal Docs / Terms and Conditions Agreement

Terms and Conditions Agreement

Effective as of 19th December 2019

This Terms of Service (Terms) govern the relationships between you and ECOMBIX Oy regarding your use of Sellbery application, located at https://sellbery.com and any other services available through this website.

PLEASE READ THIS TERMS CAREFULLY BEFORE USING OUR SELLBERY APPLICATION. BY GIVING CONSENT TO COMPLY WITH OUR TERMS OF SERVICE YOU ARE ENTERING INTO A BINDING CONTRACT WITH ECOMBIX OY, A COMPANY REGISTERED UNDER THE LAWS OF FINLAND, HAVING A PRINCIPAL PLACE OF BUSINESS AT C/O NOVIUS PRO OY, HITSAAJANKATU 6, 00810, HELSINKI, FINLAND. IF YOU DISAGREE, OR UNABLE TO COMPLY WITH THESE TERMS PLEASE DO NOT USE SELLBERY. WE MAY CHANGE THESE TERMS ANY TIME AND YOU SHALL BE INFORMED ABOUT ANY SUCH CHANGES.

BY REGISTERING FOR, ACCESSING, BROWSING, UPLOADING TO OR USING SELLBERY OR OUR WEBSITE YOU AGREE THAT YOU HAVE READ,WILL COMPLY WITH AND WILL BE FULLY BOUND BY, THIS TERMS OF SERVICE AS WELL AS OUR PRIVACY POLICY INCORPORATED HEREIN BY THE LINK. PLEASE NOTE THAT THIS WEBSITE IS NOT INTENDED TO BE USED BY PERSONS WHO IS UNDER LEGAL AGE. IF YOU ARE NOT 18 YEARS OLD PLEASE CEASE USING THIS WEBSITE.

1. Definitions

1.1. Website – the website operated by ECOMBIX Oy available at https://sellbery.com.

1.2. User/you – any person using Sellbery or accessing the Website.

1.3. We/us/our – means Ecombix Oy.

1.4. Setup – processes of synchronization of chosen product webpage on your website/merchant account with your account on a separate website.

1.5. Product – means an item listed on your marketplace account web page, that can be synchronised through Sellbery.

2. General

2.1. Sellbery is an application that allows you to synchronize the process of Product upload, order and shipment, and refund between your web marketplace accounts and online shops.

2.2. Before using Sellbery, you have to create a personal account by following the steps required and entering the required information. Upon registration, you will receive a free subscription to Sellbery with a limitation of the number of Products that can be synchronized. You can increase the number of Products by purchasing a paid monthly or annual subscription.

2.3. The account may also be created through third-party services as part of the Website functionality. You may link the account with third-party services (including but not limited to Facebook or Google), by allowing and granting us the right to access your third-party account pursuant to applicable third party terms and policies. By granting us access through third-party services, you accept and understand that we shall be entitled to access and store certain information regarding about you (more information in our Privacy Policy).

2.4. Sellbery synchronizes Products according to the given identifier (“SKU identifier”). Sellbery will not be able to synchronize Products in case uploaded Products are with the same SKU identifier, but different physical content in two systems that need to be synchronized. Existing Products in the two systems will be synchronized only in the case of the same material substance and the identical SKU identifier.

3. Acceptable Use

3.1. Any user who registering account with Sellbery shall: (1) comply with these Terms of Service while using Website and Sellbery; (2) immediately inform us on any illegal or unauthorized activity or a security breach (including any loss, theft, or unauthorized disclosure or use of a username, password); (3) be responsible for all activities that occur under such user’s account; (4) provide information which is accurate, relevant and up-to-date; (5) provide all equipment, software, and information necessary to use Sellbery; (6) be solely responsible for any fees, including Internet connection, incurred while using Sellbery.

3.2. Any user shall not: (1) upload to Sellbery any content or file that contains or redirects to a virus, worm, Trojan horse, or other harmful technology or component that unlawfully accesses alternatively, downloads content or information stored within the Service or on the hardware of ECOMBIX Oy, our affiliates, or any third party; (2) decompile, interfere with, hack, reverse engineer, disassemble, modify, copy, or disrupt the functionality, integrity, features, or performance of the Sellbery; (3) access the Sellbery with intent and/or in order to create a comparable or similar application or software or copy any features, graphics, ideas, images, videos, intellectual property or functions of the Sellbery; (4) create accounts by any means other than Website interface (scraping, creating accounts in bulk); upload to Sellbery any content or file that infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party.

3.3. We retain the right to suspend or cancel the account of any user, accused of breaching of rules as mentioned in this Terms of Service. In such circumstances, we reserve the right to cancel the user account without a refund.

4. Subscription

4.1. Each prepaid subscription plan includes the available number of Products and is due monthly starting from the day of processing of the first fee payment. Unless otherwise specified on the subscription plans description webpage webpage, the subscription renews automatically at the end of the billing term with automatic charging to your account. If you would like to discontinue automatic renewal, you have to turn off automatic billing or cancel the subscription.

4.2. All fees are in Euro (EUR), excluding VAT. VAT and other applicable taxes will be applied during the purchase. Please note that you are solely responsible for paying own taxes applicable to your use of Sellbery and other services available through website.

4.3. We reserve the right to change our pricing at any time. Any changes to the pricing are not retrospective and shall not apply to the purchases made.

4.4. You may change your subscription plan at any time. When you purchase a subscription plan with an enhanced number of Products, the change shall be immediate. If you change your subscription to a subscription plan with fewer Products the change becomes effective at the beginning of the next billing term.

4.5. You may cancel the subscription plan at any time. However, if you are not a consumer (i.e., a natural person who is acting for purposes which are outside his/her trade, business, craft or profession) we do not offer any refund for the subscription fees in case you want to cancel your plan. If you are a consumer, you have the right to withdraw 14 days without giving any reason with reimbursement of all payments received. The withdrawal period will expire after 14 days from the purchase made. To exercise the right of withdrawal, you must inform us of your decision to withdraw from the sale contract by an unequivocal statement (e.g., a letter sent by post or email). You will receive a full refund of the fee paid for the subscription plan when you uploaded less than 99 Products into Sellbery. Uploading more than 99 Products will be subject to deduction according to the amount of Products uploaded.

5. Setup Policy

5.1. After Setup is held, synchronized Products shall be added and updated regularly; orders, shipments, and returns shall be synchronized and shown at the Website admin panel.

5.2. Each synchronization of your web merchant account with different web merchant account and each new Product added requires separate Setup.

5.3. Upon purchase of the annual subscription, you shall receive a free Setup service as described in the subscription plan purchased. Such service shall be provided upon request.

5.4. Doing Setup on your own is free of charge. If you will request a Setup service you shall be charged as described in our pricing, unless the Setup is a part of the subscription plan purchased.

5.5. Setup may be unsuccessful in case of issues on third party platforms you have an account with. In such a case, payments are not refundable.

6. Additional Services

6.1. The following additional services can be performed by Sellbery to ensure a seamless and effective multichannel sales process:

6.1.1. Seller’s Accounts Management;

6.1.2. Content Management;

6.1.3. Listing Optimization;

6.2. Upon requesting additional services we shall provide you with pricing, list of information required and approximate terms of performance.

6.3. Upon purchasing of additional services you shall, at no cost to us, provide safe and timely access to your account, information, tools (including licenses) or materials that we may reasonably require to perform additional services. We shall not be liable for any delay or defect resulting from your acts or omissions.

6.4. If additional services are provided with defects, we shall correct any such defects upon notification from you.

7. Payments

7.1. All payments you made are handled by Stripe, operated by Stripe Inc. having a place of business at 185 Berry Street, Suite 550, San Francisco, CA 94107, the United States of America, and at 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (https://stripe.com). Stripe may collect payment information from you, which will allow it to make the payments requested by you. Please note that we neither store nor process your credit card information. Stripe handles all the steps in the payment process on its website, including data collection and data processing.

7.2. Your account will be automatically charged 24 hours prior to the end of the current subscription term. If you wish to turn off further subscription auto-renewal, you should do it at least 24 hours before the end of the current period.

7.3. The subscription fee is paid in exchange for access to Sellbery features according to the subscription plan chosen.

7.4. The paid subscription fee is not refundable unless otherwise specified by this Terms.

7.5. When the subscription period ends and the subscription fee is not paid due to the fund’s insufficiency your subscription shall be suspended.

7.6. All services outside subscriptions are prepaid and chargeable beyond the price of the subscription. The Setup fee is charged on a fixed price basis according to the price list. Additional services are charged from the estimated time required to complete the task with an hourly rate of €18, 75 per hour (+VAT if applicable).

7.7. You acknowledge that we are entitled to adjust fees at any time without prior notice. All pricing changes shall not be retrospective.

8. Availability of the Services

8.1. We may, at our own discretion, limit the number of services available through the Website or refuse to provide the services without giving a reason. We may especially refuse to accept your order if: (1) the billing information you provided is incorrect or invalid, or we are otherwise unable to process the payment; (2) we suspect that order is fraudulent, or placed due to fraudulent activity; (3) your order is placed pursuant to a previous credit card dispute.

9. Third-Party Service Access

9.1. For the purpose of provision of services, Sellbery shall receive access to your third party accounts, to which you shall provide credentials during setup. Due to this, you grant us a limited, non-exclusive, non-transferable, non-sublicensable worldwide royalty fee license to access and use your third party account, content and information on your items listings, orders, deliveries and refunds available through such third party service solely for the purpose of fulfillment of these Terms.

10. Intellectual Property Right

10.1. All rights, copyrights, patents, trade secrets, trade dress, know-how, technical information, inventions, discoveries, improvements, ideas, concepts, discoveries, texts, images and other proprietary rights, and any derivative works thereof (including improvements) embodied in the Sellbery belong solely and exclusively to us.

10.2. “Sellbery” is our trademark and may not be used, copied, or imitated, in whole or in part, without our express prior written approval. Nothing in these Terms grant you right to use our trademarks.

10.3. Subject to your compliance with these Terms and upon registering with Sellbery, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Sellbery, its features, and service according to your subscription plan.

10.4. For the purpose of fulfillment of our obligations described herein, you hereby grant us worldwide non-exclusive, non-perpetual, non-transferable, non-sublicensable royalty free license to use and process the content of your accounts synchronized through Sellbery.

11. Representations and Warranties

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLBERY APPLICATION, SETUP, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS”. WE DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR GUARANTEES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT SELLBERY, WEBSITE CONTENT, SETUP OR ADDITIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF DEFECTS, ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SELLBERY, SETUP AND ADDITIONAL SERVICES OR OF NON-INFRINGEMENT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.2. You represent and warrant that you are entitled to (a) disclose your third party account login information to us; and (b) grant us access to your third party account, without breach of the terms and conditions that govern the use of respective third party service.

12. Indemnity

12.1. You will indemnify and hold harmless us, our employees, contractors and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your (1) access to or use of the Website and Sellbery; (2) content which you provide to us while using Sellbery; (3) your violation of these Terms; and (4) your relationships with third party services, to which you grant us access.

13. Limitation of Liability

13.1. You agree that, to the maximum extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Sellbery is to stop using our Website and Sellbery.

13.2. To the maximum extent permitted by applicable law, Ecombix OY, its employees, officers, shareholders, directors, agents, subsidiaries, affiliates, successors, suppliers, assigns or licensors shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential damages or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, arising out of your access or use or inability to access or use Sellbery,, even if you have been advised of the possibility of those damages and even if a remedy fails of its essential purpose. This condition shall not limit our liability for death or personal injury caused by our gross negligence, fraud, or willful misconduct.

13.3. In no event, shall our aggregate liability exceed the amount you paid to us during the one year prior to the incident or €300, whichever is higher.

14. Force Majeurey

14.1. “Force Majeure” means unforeseeable circumstances acts, events or occurrences that prevent us from providing Sellbery or our services you, including but not limited to terrorism, strikes, riots or civil commotion, war, flood, act of God, accident, fire, storm, interruption of power supply, electronic, communication equipment or supplier failure, civil unrest, statutory provisions, lockouts or third party service issues, and errors.

14.2. We shall have a right to, at our own reasonable discretion determine the existence of Force Majeure and take reasonable steps to inform you about it.

14.3. In the event of Force Majeure, we may without prior written notice and at any time: (a) suspend or modify any or all terms of the Terms of Service or Privacy policy to the extent that the Force Majeure makes it impractical or impossible for us to comply with them; or (b) take or omit to take all such actions as we consider to be reasonably appropriate in the circumstances with regard to us, you and other users.

14.4. In the event of Force Majeure, we shall not be liable to you in respect of any consequential, nonfinancial, direct or indirect damages.

15. Term and Termination

15.1. The agreement concluded pursuant to these Terms shall be effective until terminated by either you or us. You may terminate these Terms at any time by the termination of your account.

15.2. Sellbery may terminate the agreement at any time without notice by suspention of your account, if you will fall to comply with these Terms.

15.3. In case of termination, you will remain liable for all amounts due up to, and on the date of termination.

16. Final Provisions

16.1. If any part of these Terms is found to be invalid, illegal or unenforceable, it will not affect the validity or enforceability of the remaining text of these Terms.

16.2. The section titles in the Terms are for convenience only and have no legal or contractual effect.

16.3. Any failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4. Nothing contained in these Terms will be construed to create an employment relationship, partnership, principal and agent, or any other fiduciary relationship.

16.5. These Terms may be made available on multiple languages, however, the English version shall prevail, and will be considered as the authentic and official version.

16.6. These Terms shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in Finland by the Finland residents.

16.7. You agree that any actions, disputes, causes of action or claims between us shall be settled through negotiations. If the agreement cannot be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of Helsinki District Court, Finland.

16.8. Please note that contractual disputes between consumers and traders can be resolved out-of-court through the Online Dispute Resolution (ODR) platform developed by the European Commission. The ODR platform is available in 23 languages at https://ec.europa.eu/consumers/odr.

16.9. We always look forward to your opinion, so if you have any questions, suggestions, or comments, you can address them to help@sellbery.com.

Our other contact details are:

Address: Ecombix Oy, c/o Novius Pro Oy, Hitsaajankatu 6, 00810, Finland
Phone: +358 9 42457409
Business registration number: 2841075-7
VAT number: FI28410757