Terms and Conditions Agreement
Effective as of 26th December 2018
Thank you for choosing Sellbery. This Sellbery Terms and Conditions Agreement explains the terms and conditions under which you are able to use the services provided by Sellbery. Please read carefully this Terms and Conditions Agreement and keep a copy of it for your reference. The effective version of our Terms and Conditions Agreement can be found on the Website at https://sellbery.com/legal-docs/terms-and-conditions/. This Terms and Conditions Agreement does not interfere with any obligations or authorization provided in any other agreement concluded between you and Sellbery.
BY SIGNING UP TO USE OUR SERVICES OR ACCESSING ANY CONTENT THAT IS MADE AVAILABLE BY SELLBERY, YOU AGREE TO PROVIDE TRUE, ACCURATE, CURRENT AND COMPLETE INFORMATION ABOUT YOU AND EXPRESS YOUR AGREEMENT TO BE LEGALLY BOUND BY OUR TERMS AND CONDITIONS STATED IN THIS DOCUMENT. PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES AS YOU ARE ENTERING INTO A BINDING CONTRACT WITH ECOMBIX OY, HAVING A PRINCIPAL PLACE OF BUSINESS AT C/O NOVIUS PRO OY, HITSAAJANKATU 6, 00810, HELSINKI, FINLAND. IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS SET FORTH BELOW, PLEASE DO NOT USE OR ACCESS OUR SERVICES.
The following definitions explain some of the terminology and abbreviations used hereinafter throughout our Terms and Conditions Agreement:
- ‘Terms/Agreement’ – the latest version of this Terms and Conditions Agreement document.
- ‘Website’ – the website operated by Sellbery available at https://sellbery.com.
- ‘User/You’ – any person using our Services or accessing the Website.
- ‘We/Us/Our/Sellbery’ – the company Ecombix Oy, the Website, and their developers and affiliates.
- ‘Outside Source’ – any application, website, natural or legal entity other than Sellbery, the Website or their affiliates.
- ‘Content’ – all images, text, audio and video data or any other information located on the Website or other Sellbery’s platforms, including social media.
- ‘Services’ – Website’s functionality and other services provided by Sellbery.
- ‘Product’ (collectively ‘Products’) – one unit of content provided by users to Sellbery for inclusion in the Services. The file size of one Product cannot exceed 15 kilobytes.
- ‘Account’ – a record about the user of the Services that is registrable by the user through the Website and kept by Sellbery for the purpose of provision of the Services.
- ‘Account Manager’- any person who is employed by Sellbery and provides account managing services.
- ‘Connection of Import and Export points’ – any established link between the points for the synchronization of data.
- ‘Mapping’ – a tool to convert all necessary attributes from one system to another and ensure correct data upload throughout this process.
- ‘Product Upload’ – an upload products from Sellbery to any Import Point.
- ‘Order, Shipments and Refunds sync’ – synchronization of the corresponding data between Export and Import points.
- ‘Inventory sync’ – a synchronization of an inventory level data between Export and Import points.
2. Use of the Services
2.1.1 By accessing the Website, you confirm that you are at least 18 years of age.
2.1.2 By using our Services or by providing your personal data for other purposes, you confirm that you:
- (i) have full legal capacity to enter into a binding relation;
- (ii) will provide true, accurate, and complete information where requested, and information which is otherwise compatible with these Terms;
- (iii) have available funds necessary for the requested Service;
- (iv) will not use the Services contrary to these Terms or any applicable laws.
2.1.3 We may not control who uses the Website or the Services, so it is upon you to assess whether using the Website or our Services is in compliance with any local laws and regulations.
2.1.4 Whenever you are visiting our Website or using our Services, you will need to comply with these Terms and any applicable laws, regulations, and policies.
2.1.5 If any part of the Website or the Services is not in compliance with your local laws, you may not use the Website and the Services. Any such Services will be considered as ‘not available in your region’.
2.2.1 When subscribing to our Services, you are required to provide true, accurate, current and complete information about you as prompted by registration forms provided. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete.
2.2.2 If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Website, parts of it, or our Services. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.
2.2.3 You understand that it is your responsibility to keep your login information confidential. You are responsible for all activity under your Account on the Website. If you ever find out or suspect that someone accessed your Account without authorization, you are advised to inform Sellbery immediately.
2.3 Subscription Plans
2.3.1 The Services are available to you upon registration of an Account on the Website and payment of the subscription fee. Each subscription plan includes the available number of Products and is due monthly starting from the day of processing of the payment (billing term).
2.3.2 All subscription fees for the Services are displayed on the Website in Euro (EUR), excluding VAT and other taxes. VAT at an applicable rate will be applied when you purchase the Services at the checkout page of the Website. Please note that you are solely responsible for paying any national taxes that may be applicable to your use of the Services.
2.3.3 The full list of subscription plans and pricing is available at https://app.sellbery.com
/pricing. Sellbery reserves the right to amend subscription fees or to institute new fees at any time upon reasonable notice posted in advance on the Website. Any changes to the pricing will not affect your current subscription period and will become effective upon subscription renewal.
2.3.4 All subscription plans renew automatically at the completion of the billing term. The subscription fee will be charged automatically to the payment method you have selected. If you would like to discontinue automatic renewal, you may login to your Account on the Website and Cancel Subscription.
2.3.5 All payments through the Website are handled by our third party payment processor, namely, 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.
2.3.6 In case you subscribe to our Services through our affiliates we may share the information towards your total payments through the Website for the partner that you came from. No other information will be provided to partner and other third parties.
2.3.7 You agree not to hold Sellbery liable for payments that do not reach the correct amount because you have quoted incorrect payment information or incorrect personal data. In order to execute the payment successfully, please submit carefully and accurately the payment information required by Stripe.
2.4 Right of Withdrawal
2.4.1 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) or it is not explicitly required by the applicable law, we do not offer any refund for the subscription fees in case you want to cancel your plan. If you want to discontinue using our Services, you may do so only by cancelling your subscription, in which case you will be able to use the Services until the end of the current subscription period.
2.4.2 If you are a consumer, you have the right to withdraw from the sale contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which we start the provision of the Services. To exercise the right of withdrawal, you must inform Sellbery of your decision to withdraw from the sale contract by an unequivocal statement (e.g., a letter sent by post or email). You can use the contact details indicated in Section 10 of these Terms to exercise your right of withdrawal. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
2.4.3 If you, as a consumer, withdraw from the sale contract and the provision of the Services has not started, we shall reimburse you all payments received from you. If the provision of the Services had started before you notified us about the withdrawal, we may charge you a fee that is proportionate to the volume of the Services provided.
2.4.4 The reimbursement is carried no later than 14 days from the day on which we are informed about your decision to withdraw from the sale contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise.
2.5 Availability of the Services
2.5.1 We may, at our own discretion, limit the number of available Services or refuse to provide the Services without the need to deliberate on the reasons for such an action. We may especially refuse to accept your order if:
- (i) the billing information you provided is incorrect or invalid, or we are otherwise unable to process the payment;
- (ii) we suspect that order is fraudulent. We reserve the right to refuse any order which we, in our sole discretion, find to have been placed as a result of fraudulent activity;
- (iii) your order is placed pursuant to a previous credit card dispute.
2.6 Trial Period
2.6.1 We may offer a two-week free trial period for using the Services. During this period, you will be able to use the Services for up to one hundred Products. Any unused portion of a free trial period, if offered, will be forfeited when the User purchases a subscription.
2.7 Changing Subscription Plans
2.7.1 You may change your subscription plan at any time. If you change your current plan to a plan with more Products, the change becomes effective immediately upon the processing of the payment.
2.7.2 User may receive a refund of the part of the cost of the old subscription plan for the unused portion of the subscription plan. If you change your current plan to a plan with fewer Products, the change will become effective at the beginning of the next billing term and no refund will be provided.
2.8 Technical Steps to Conclude a Sale Contract
2.8.1 If you would like to purchase the Services via the Website, you need to (i) visit the webpage, (ii) log in to your Account or submit your personal data for creating the Account, (iii) select Services, (iv) click on the button “Buy it now”, (v) submit your payment information. Afterward, you will need to click on the button “Buy it now” and pay the price of the selected Services. Afterward, we will send you a confirmatory email informing you about your order.
2.8.2 By clicking on the button “Buy it now” and receiving the confirmatory email, you conclude a sale contract in English between you and Sellbery on the basis of the version of these Terms applicable on the order date. After receiving your payment, we will start delivering the Services purchased by you.
2.8.3 You will be able to identify and correct any input errors prior to clicking on the “Buy it now” button. If you have made any input error, please go to the checkout page on the Website and correct the section in which you would like to make changes.
2.8.4 The details of your specific contract will not be filed by us and, therefore, the specific contract will not be available to you. However, if you do require any information regarding your order, please contact us by using the contact details mentioned in Section 10 of these Terms.
2.9 Contact and Marketing
2.9.1 We may contact you using the available contact information provided by you, for any matters relating to the Services (newsletters). These newsletters do not constitute “unsolicited commercial email advertisements” and you are not able to opt-out of receiving them.
2.9.2 After we receive your prior express consent, we may inform you through email about news, promotions, special offers and or other topics of interest related to Sellbery and our affiliates (promotional emails). You may choose to stop receiving these promotional emails at any time by following the instructions contained in those promotional emails.
2.10 Acceptable Use Policy
2.10.1 You agree that you will not misuse our Services. A misuse constitutes any use, access or interference with the Website or the Services contrary to the Terms, applicable laws and regulations.
2.10.2 We can, in our sole discretion, suspend or terminate access to all or parts of the Website and the Services to any User, without prior notice or need to deliberate on reasons for such a measure.
2.10.3 We reserve the right to deny the Services to anyone at any time.
2.10.4 During your use of our Services, you will not behave contrary to the Terms, policies, applicable laws and regulations, and you will especially not, without limitation, do anything of the following:
- (i) send or otherwise post unauthorized commercial communications (such as spam) on the Website;
- (ii) collect Website users’ content or personal data, or otherwise access the Website by using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
- (iii) upload viruses or other malicious code;
- (iv) solicit login information or access an Account belonging to someone else;
- (v) bully, intimidate, or harass any other users of the Website;
- (vi) provide any false personal data on the Website, or create an Account for anyone other than yourself without permission;
- (vii) harass, threaten, embarrass or cause distress or discomfort upon another individual or entity or impersonate any other person or entity or otherwise restricting or inhibiting any other person from using or enjoying the Website;
- (viii) take any action creating a disproportionately large usage load on the Website, unless expressly permitted by Sellbery; and
- (ix) encourage participation or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the Website.
2.11 Intellectual Property Rights
2.11.1 The copyright and all intellectual property rights in the Website either belong to Sellbery or are used under appropriate permissions. It includes design, all database rights, trademarks, text, graphics, code, file and links, service marks, the selection and set up thereof and the related software. All rights are reserved.
2.11.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Website and any software provided by Sellbery.
2.11.3 Except as expressly permitted in these Terms, you may not:
- (i) copy, modify or create derivative works based on the Website and its Content;
- (ii) distribute, transfer, sublicense, lease, lend or rent the Website or its Content to any third party;
- (iii) reverse engineer, decompile or disassemble the Website;
- (iv) make the functionality of the Website available to multiple users through any means.
2.11.4 Sellbery may, but is not under any obligation to, provide you with any support, maintenance, or training relating to the Website, the Services, or any software provided. Notwithstanding the foregoing, should Sellbery elect to provide you with any support, maintenance or training, that support, maintenance or training will be provided at sole discretion and convenience of Sellbery.
2.12 Setup Policy
2.12.1 Setup is the process of connecting an Import point with an Export point.
2.12.2 There are 2 types of setup, based on Export point features. The first one is related to marketplaces (or eCommerce platforms), while the second is about Shopping Engines, Social Platforms or Datasources. The difference is the presence of Order Sync and additional functionality.
2.12.3 The Account Manager receives the User’s credentials from his website and marketplace account, connects the Import and Export points, conducts the Mapping process, uploads their products to the Export point, and tests orders and inventory synchronization using one or multiple products.
2.12.4 The Account Manager also provides Users with 1-hour consultation on all technical matters and business development issues within the current project.
2.12.5 Setup includes (for marketplaces & eCommerce platforms, with some exceptions):
- (i) Connection of Import and Export points;
- (ii) Mapping;
- (iii) Products Upload;
- (iv) Order, shipments and refunds sync;
- (v) Inventory sync;
- (vi ) Consultation (1 hour).
2.12.6 For shopping engines, setup includes the following:
- (i) Connection of Import and Export points;
- (ii) Mapping;
- (iii) Products Upload;
- (vi ) Consultation (1 hour).
2.12.7 Setup does not include:
- (i) Account registration (with any marketplace);
- (ii) Developer account registration (specific Amazon and Ebay requirement);
- (iii) Brand registry (specific Amazon requirement);
- (iv) Content arrangement (creation of categories and collections, store view adjustments);
- (v) Content filling.
2.12.8 The steps mentioned above must be completed by you prior to setup – otherwise, setup cannot be initiated.
2.12.9 If the connection doesn’t work due to issues on your side, setup is still considered finished. The Account Manager provides recommendations of possible solutions, all of which are to be performed by you.
2.12.10 A solid connection between Import and Export points is established: products are added and updated regularly; orders, shipments, and returns are synchronized and shown at the website admin panel; inventory level is synchronized and updated in both Import and Export points.
2.12.11 One free setup is made by the Account Manager after you purchase your subscription for the first month.
2.12.12 Each following setup is paid for, with each new integration costing €99 (+VAT if applicable) per shopping engine (one locale) or datasource, and €139 (+VAT if applicable) per marketplace (one locale) or eCommerce platform (+VAT if applicable). Additional services provided by the Account Manager are costed at a rate of €18,75 per hour (+VAT if applicable).
2.12.13 The full list of marketplaces and eCommerce platforms: Amazon, eBay, Etsy, Lazada, Mercado Libre, Rakuten, Magento 1 & 2, Shopify, WooCommerce, PlentyMarkets, Shopware.
2.12.14 The full list of shopping engines, social platforms and data sources: Google Shopping, Facebook, File upload.
2.13 Additional services
2.13.1 The following activities can be performed by the Account Manager to ensure a seamless and effective multichannel sales process:
- (i) Amazon & eBay Sellers Accounts Management;
- (ii) Amazon AMS/AMG Campaigns;
- (iii) Data-Based Decision Making;
- (iv) Content Management;
- (v) Listing Optimization;
- (vi) Sales Analytics.
2.13.2 The services mentioned above are provided by the Account Manager and chargeable beyond the price of the subscription. The cost of work is calculated on an hourly rate basis. The Account Manager estimates the time in hours required to complete the task and the final sum is calculated at €18,75 per hour (+VAT if applicable).
2.14 Customized solutions
2.14.1 All customizations (e.g. a new functionality or features) that are not yet provided by Sellbery are paid for by User at a rate of €40 per hour (+VAT if applicable), with the amount of work estimated by the Sellbery Product Owner.
2.14.2 If the customization is related to Sellbery’s input (e.g. bugs or outdated technologies) then fixing is scheduled to be performed by Sellbery. If you wish for the fixing to be completed faster then it can be paid for at a rate of €40 per hour (+VAT if applicable).
2.14.3 Customization pricing policy is as follows:
- (i) Feature = Amount of Work in hours x €40 (+VAT if applicable);
- (ii) New Marketplace/Channel Integration from €5000 (+VAT if applicable).
3. Third Party Service
3.2 Sellbery does not endorse such third party services and content and in no event shall Sellbery be responsible or liable for any products or services of such third party providers.
4.1 You will indemnify and hold harmless Sellbery, and its employees 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 access to or use of the Website and the Services, content which you provide, or your violation of these Terms.
5. Limitation of Liability
5.1 You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Services.
5.2 To the maximum extent permitted by applicable law, Sellbery, 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 the Services, third-party applications or third party application content, including without limitation any offensive or illegal conduct of other users of the site, regardless of legal theory, even if Sellbery has been advised of the possibility of those damages and even if a remedy fails of its essential purpose.
5.3 In no event, shall Sellbery’s aggregated liability exceed the amount you paid to Sellbery, if any, during the past one month for the Services giving rise to the claim, to the extent permitted by the applicable law.
5.4 Sellbery, it’s employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided on the Website, or anyone else through the Website, or any errors, in or omissions from information on the Website.
5.5 Sellbery is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Website, nor caused by the delay, malfunction of the operation or the availability of the Website.
5.6 We do not exclude or limit our liability to you where it would be unlawful to do so. This includes death or personal injury caused by our negligence and, if required by applicable law, gross negligence and for fraud or fraudulent misrepresentation.
6.1 Sellbery may make changes or replace these Terms at any time. We will post such changes, replacements and updates on the Website and such change, replacement and update to the Terms will take effect immediately upon posting. The changed Terms will not affect any right or obligation of you or Sellbery until expiry of the current subscription period.
6.2 You are consenting to keep yourself up to date with the latest posted Terms and you accept and are bound by such change, replacement and update if you access or use our Services after we have posted it on the Website. The Terms apply regardless from which platform you access our Website. Please check our Terms every time you use our site to ensure you understand them.
7. Governing Laws and Choice of Forum
7.1 This Agreement shall be governed by and construed under 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.
7.2 You agree that if you have any dispute with Sellbery you will contact us in order to settle through negotiations and mutual understanding. If the solution cannot be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of the courts in the city of Helsinki, Finland.
7.3 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/
8. Term and Termination
8.1 The obligations and liabilities stated in these Terms shall survive the termination of these Terms for all purposes.
8.2 These Terms are effective unless and until terminated by either you or Sellbery. You may terminate these Terms at any time by stopping your use of the Website and the Services.
8.3 Sellbery may terminate the Terms at any time without a notice, if, in our sole judgment, you fail to comply with any provision of these Terms. Please note that, in such a case, you will remain liable for all amounts due up to and including the date of termination.
9. Final Provisions
9.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.
9.2 The section titles in the Terms are for convenience only and have no legal or contractual effect.
9.3 Any failure to exercise or enforce any right or the provision of this agreement shall not constitute a waiver of such right or provision.
9.4 Nothing contained in these Terms will be construed to create the relationship of employer and employee, principal and agent, or any other fiduciary relationship.
9.5 These Terms may be made available on multiple languages, however, English version will be considered as the authentic and official version.
10. Contact Us
10.1 We always look forward to your opinion, so if you have any questions, suggestions, or comments, you can address them to firstname.lastname@example.org
10.2 Our other contact details are:
Address: Ecombix Oy, c/o Novius Pro Oy, Hitsaajankatu 6, 00810, Finland
Phone: +358 9 42456240
Business registration number: 2841075-7
VAT number: FI28410757