Website Terms
This license agreement ("Agreement") stipulates that you or the entity you represent, along with its directors, employees, contractors, agents, and assignees ("Customers" or "You", "Your"), and Burbbip Limited ("Company" or "We", "Our", "We"), shall use the services of the Company.
By selecting the "I Accept", "Start Trial", or "Free Trial" options, the customer acknowledges that they have read, understood, and agreed to be bound by the terms of this agreement. Despite the above provisions, the customer's use of the service shall bind it and any employees, agents, or subcontractors accessing the service to the terms and conditions of this agreement.
If the customer disagrees with any terms or conditions of this agreement, the customer has no right to use this service for any purpose and must cease any and all use.
DEFINITION
"Account data" refers to the data of customers, their employees, contractors, and agents related to the relationship between the company and customers, including contact information, payment information, service support information, customer feedback, and customer usage data.
"Customer data" refers to the data input into the service for customers to use, including all data related to customers, whether directly input by customers or from third-party markets and accounts associated with the service, such as Amazon markets, customer network services, email accounts, etc.
"Confidential Information" refers to this Agreement and any and all information (whether oral, electronic, or written) obtained by one party from the other party under this Agreement, which is clearly marked as confidential or clearly confidential or designated by the disclosing party as confidential, or confirmed in writing within seven days after disclosure, as well as any trade secrets, confidential trade information, technical information, or proprietary technology of either party, whether clearly marked or designated, or clearly confidential or confirmed in writing as confidential, within seven days after disclosure.
"Customer" refers to a customer's customer.
"Intellectual property or intellectual property" refers to patents, trademarks, service marks, design rights, and database rights (whether or not they can be registered), applications for any of the above, copyrights (including source code, object code, program manuals, and related documents), proprietary technology, trade names or enterprise names, domain names, and other similar rights or obligations, whether or not they can be registered in any country/region (including but not limited to Ireland).
"Service" refers to the company's use of the website https://www.ailuowe.com The software services provided to customers, including some or all of their products, as well as any other services that the company agrees to perform for customers under this agreement, including but not limited to support services.
The standard support time is outlined on the company website. The company reserves the right to modify these times at any time without prior notice. Customers are responsible for ensuring that they are aware of business hours.
"Key issue support time" refers to any time outside the standard support time.
"Support Services": The support and maintenance provided by the company for the company's software. The support services included in the service are outlined on the relevant product website's web page.
LICENSE
As consideration for the payment of fees by the customer, the company agrees to provide the customer with a limited, non exclusive, non transferable, and royalty free license to use this service and provide any other ancillary services within the agreed period of time in accordance with this agreement.
TERM
This agreement shall come into effect from the date of customer registration and shall remain in full force and effect indefinitely, unless terminated by either party.
Customers can cancel the service at any time, but with at least fourteen (14) days prior written notice. If a written cancellation notice is provided fourteen (14) days before the next billing date, the customer's account will be cancelled at the end of the relevant period at that time and no further fees will be charged to the customer. If a notification is issued within 14 days of the next billing date, the customer will be charged on the next billing date, and customer service will continue until the end of the next billing cycle. Customers will not receive refunds for any fees already paid to the company. You can send an email to support@Burpbip.com Provide written notice.
The company may terminate this agreement at any time at its discretion.
SERVICE DESCRIPTION
The functionality of the service varies depending on the product and the subscription level you have chosen for each product. Please refer to https://www.ailuowe.com Learn about the features of the selected product. If there are any significant changes to your service features or any changes to the terms and conditions of this agreement, you will receive notification of changes to specifications or revised terms and conditions through email or product alerts. The customer's continued use of this service constitutes acceptance of any changes.
FREE TRIAL PERIOD
After confirming your registration for this service, you may receive a free trial period to use this service in a non exclusive, non transferable, and royalty free manner in accordance with all terms of this agreement, except for any fees paid during this period ("Free Trial Period"). The company may decide to extend the free trial period at its own discretion.
If you wish to continue using this service after the free trial period expires, you must (before the end of the free trial period); (a) All information related to the service payment section and payment fees has been correctly filled in; (b) Effective credit card information has been provided to pay the fees; (c) Selected subscription to register and use the service; And (d) paid the correct amount owed for the activation service subscription.
EXPENSES AND INVOICES
This service is charged in advance every thirty (30) days. In order to obtain the relevant advance payment discount at that time, the customer reserves the option to make payment six months in advance, which will cover one hundred and eighty (180) days, and the annual payment of the advance payment will cover three hundred and sixty-five (365) days ("Advance Payment"). If the customer chooses to make a prepayment, they will continue to be charged according to this payment cycle unless modifications are made in the payment section of the service.
The company will automatically deduct such amounts from the credit card you specified, and you hereby authorize the company to deduct such amounts in advance according to the current service rate ("fee") at the time of registration. The company reserves the right to modify its pricing structure at any time, but any changes to the amount regularly charged from your card (excluding discounts) will be notified to you in advance. The company may occasionally offer certain discounts, promotional codes, or other discounts ("discounts"). All such discounts are provided at the discretion of the company and may be modified or supplemented at any time without prior notice to the customer, even if such modifications would alter the recurring fees charged to the customer's credit card.
If you upgrade your service subscription within a specific time period, additional fees will be charged proportionally, and you will be regularly charged the full service fee thereafter. If you downgrade or cancel the service, there will be no refund, including any advance payment.
All of our prices do not include value-added tax or other sales taxes. If you are located outside the European Union, or if you provide us with a valid value-added tax number, we will not charge you value-added tax. If you are not registered for value-added tax and are located within the European Union, we will charge you value-added tax at the current rate in Ireland. It is your legal obligation to provide us with a valid value-added tax number.
The customer is responsible for ensuring that the registered credit card has sufficient funds to handle the fees, and the customer is responsible for ensuring that valid and up-to-date credit card details are always provided. If this is not done, it may result in missed payments, and any failure to pay fees may cause the company to suspend customer access to the service. Once payment is missed or there is an overdue amount on the customer's account, the company has the right to suspend or cancel customer access to the service at any time without prior notice.
REFERRAL
This service includes a section titled "Recommendations". This is part of the Company Alliance Plan ("Alliance Plan"). The Alliance Plan is bound by a separate agreement and related terms and conditions (the "Alliance Plan Agreement"), which can be found in the Services. Customer participation in the alliance program will not take effect on the same day as this agreement. The customer's participation in the alliance program will only begin on the date the customer accepts the terms and conditions of the alliance program agreement.
If the customer has signed an alliance plan agreement, the termination of this agreement will automatically terminate the customer's alliance plan agreement. However, terminating the customer's alliance plan agreement does not constitute the termination of this agreement, including but not limited to the customer's obligations and payment of fees.
DATA AND PRIVACY
Account data
Account data includes different types of data that companies use in various ways.
If the account data contains personal data, the company collects that data as a controller. Our privacy statement provides a detailed explanation of the personal data we collect, how we use that personal data, who we share personal data with, how we maintain the security of personal data, and your rights to the personal data we hold about you.
The company will only send marketing messages to you with legal basis, including obtaining your consent when necessary. You have the right to choose to withdraw from marketing communication at any time by changing the settings in the user's profile or contacting the company.
Account data includes payment information. All payments made through this service are processed by the company's third-party payment provider and its affiliated companies: Alipay Ltd (payment processor). When setting up payment details and regularly setting up payments within deadlines, our payment processors will use your account data to verify your identity, conduct fraud monitoring, prevention, and detection activities, and monitor insights and patterns of payment transactions and other online signals to reduce the risk of fraud, money laundering, and other harmful activities. This activity is conducted in accordance with Alipay's global privacy policy. The company does not store complete payment information, which is maintained by our payment processor. The company will retain your billing address, email, phone number, and some credit card details, including expiration date, the last four digits of the card number, and the name on the card. The company does not retain complete card numbers or CVV codes. This information is reserved for customer and technical support purposes only.
The company collects data on how customers [as well as anonymous customers] use services, including activity logs, to provide service support and optimization, performance, and improvement ("customer usage data"). The customer agrees to grant the company a non exclusive, transferable, royalty free, global, and fully paid license to use the customer's data for analysis and development purposes, including intellectual property development ("Company Development"). Any such company development should be fully owned by the company, and the client hereby agrees that they have no rights or claims against the company's development, and waives any and all rights and claims against the company's development, including any moral rights, whether known now or designed in the future.
If the customer provides any feedback, suggestions, comments, instructions, or any other oral or written communication ("Customer Feedback") directly or indirectly to the company regarding the services, the customer hereby grants the company a non exclusive, transferable, royalty free, global, and fully paid customer feedback license.
CUSTOMER DATA
Customers shall have all rights, ownership, and interests in all customer data, and shall be fully responsible for the legality, reliability, completeness, accuracy, and quality of customer data.
If, during the provision of services, the company processes personal data contained in customer data, both parties agree and acknowledge that the customer is the controller of such personal data, the company is the processor of such personal data, and the provisions of the Data Protection Appendix apply to all such processing.
If customer data in the service is lost or damaged, the only and exclusive remedy for the customer shall be for the company to use reasonable commercial efforts to recover the lost or damaged customer data from the latest backup of such customer data maintained by the company. The company shall not be responsible for any direct or indirect loss, damage, alteration or disclosure of customer data caused by any third party.
MATERIAL OWNERSHIP
The customer acknowledges and agrees that the company and/or its licensors own all intellectual property rights that may arise from or in connection with the performance of the services (including any materials). Unless otherwise expressly stated, this Agreement does not grant the Customer any rights to patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses related to the Services or any related documents. The customer further acknowledges that all rights, ownership, and benefits of this service belong to the company, and the customer's right to use this service is limited to the rights explicitly stated in this agreement.
The customer authorizes the company to access, store, update, modify, and otherwise process (if applicable) any customer data to enable it to perform any services correctly in accordance with this agreement.
The customer agrees that the company may publicly use the customer's business or trade name and logo to identify you as our customer, and the company is providing promotional material services to customers, including but not limited to case studies, event materials, presentations, websites, videos, tweets, and any other media. You hereby grant us a license to use the information authorized under these terms, and you may revoke this license upon written notice to us. After any such revocation, we will cease to use your company's name, logo, and images, provided that these names, logos, and images may continue to exist on third-party websites beyond our control. We are not responsible for the printed version before receiving notice of revocation of any such consent. Your company is fully responsible for protecting and maintaining its intellectual property rights.
Except as otherwise expressly provided in this Agreement, nothing in this Agreement grants either party any right, ownership or license to the other party's intellectual property.
COMPANY OBLIGATIONS
The company will provide such instructions to enable customers to use the services as the company reasonably deems appropriate. The company is not obligated to provide direct setup, and any direct setup by the company will be at its absolute discretion.
The company will take all reasonable measures to ensure that all customer data under its control is kept secure in accordance with good industry practices.
Customer's obligations
Customers are fully responsible for the correct configuration of services according to the guidelines provided by the company. Customers should also fully comply with all relevant terms and conditions of third-party markets or accounts linked or associated with their company accounts or services.
The customer shall fully comply with all applicable laws and regulations when fulfilling their obligations under this agreement, and obtain the consent, permission, and reasonable rights of all third parties to allow the company to perform the services.
If the customer's own employees are engaged in work that affects service performance, the customer promises to use sufficient qualified and competent employees to ensure that the service is not adversely affected or delayed.
If the customer fails to fulfill any of its obligations under this agreement, the company shall not be responsible for any delay, cost increase or other consequences caused by such failure, and the customer shall reimburse the company for any costs or expenses incurred by the company as a result of such failure. The company shall not be responsible for any matters arising from the lack of appropriate IT knowledge or experience of any employee of the client.
Although the company will demonstrate tools that can be used to configure value-added tax and other sales taxes in the software, customers are fully responsible for value-added tax and other sales tax compliance in various jurisdictions where they transact and send their products or services.
If the customer does not subscribe to the service after the free trial period expires, or if the customer's subscription is terminated for any reason, the customer is responsible for disconnecting any market account from the service.
SUPPORT SERVICES
Support services are included in the service; However, the service level should be determined by the service chosen by the customer. The current support services related to customer related services will be outlined on the relevant webpage.
Support services will only be provided during standard support hours. Support services can be in the form of email alone, or a combination of email, chat, and phone support. Services that do not include phone or chat support mean that the company reserves the right to refuse to process your support questions or concerns through phone or chat, and you may be required to submit questions via email. The company reserves the right to answer your support questions via phone or chat instead of email, provided that telephone and chat support are not included in the service.
If serious problems arise, the company will strive to resolve them within the critical issue support period. The company reserves the right to decide on its own what constitutes a critical issue.
Although the company will make reasonable efforts to address any issues raised by customers as part of its support services, it does not guarantee that it will successfully resolve such issues (in whole or in part).
The customer will (a) ensure that all reasonable steps are taken to ensure that the customer's employees operate the service in an appropriate manner; (b) Collaborate with the company to provide support services and provide any assistance or information reasonably requested by the company, including assistance or information related to any fault diagnosis; (c) Timely report faults to the company; (d) Communicate with the company in a reasonable and professional manner, and avoid sending or making vulgar, insulting, or harassing statements or comments to any company employee or representative.
Telephone support services may be monitored and/or recorded, and companies may use such records for training, quality, and monitoring services.
INTELLECTUAL PROPERTY RIGHT
The customer acknowledges that all intellectual property rights in the services provided by the company on a global scale belong to the company, and the rights in the services are licensed, not sold to you, and you have no rights to the services other than the right to access and/or use them in accordance with the terms of this agreement.
The customer acknowledges that they have no right to access the service in source code form or unlock the code. The integrity of the service is protected by technical protection measures (TPM), so intellectual property rights (including copyrights) in the service will not be stolen. You shall not attempt to delete or circumvent any such TPM in any way, nor shall you apply for, manufacture, sell, rent, import, distribute, sell, rent, offer, advertise or publicly sell or rent, nor shall you possess any means solely for personal or commercial purposes to facilitate unauthorized deletion or circumvention of such TPM.
COMPENSATION
The customer shall defend, indemnify, and hold the company harmless against any claims, lawsuits, losses, damages, expenses, and costs (including but not limited to court fees and reasonable legal fees) arising out of or in connection with the use of the services.
Unless expressly provided in this agreement or permitted by any local law, you undertake: (a) not to reproduce the services; (b) Not allowed to rent, lease, sublicense, lend, translate, merge, adapt, modify or modify the services or any part thereof; (c) Not to alter or modify all or any part of the service or any part thereof, in order to merge or merge with any other program; (d) Not to disassemble, decompile, reverse engineer, or create derivative works of all or any part of this service, nor to attempt to do any such thing, unless such behavior is crucial for achieving interoperability between this service and other software programs, and provided that the information you obtain in such activities: (i) is only used to achieve interoperability between the service and other software programs; (ii) Without the prior written consent of the company, not disclosing or communicating to any third party that does not require disclosure or communication; (iii) Not used to create any software that is essentially similar to the service; (e) Supervise and control the use of products provided by the service, and ensure that your employees and representatives use the service in accordance with the terms of this agreement; (f) Using the latest version of the service, including immediately upgrading to any updated or upgraded version or new version provided by the company in accordance with the terms of this agreement; (g) Without the prior written consent of the company, the products and services provided shall not be provided in any form, in whole or in part, to anyone other than your employees or in any other way; (h) Not allowed to access all or any part of the service to build products or services that compete with the service; (i) Except as provided in this agreement, no attempt shall be made to obtain or assist third parties in obtaining access to the services.
The customer must allow the company and its representatives to inspect and access any premises at all reasonable times and with reasonable prior notice, as well as any computer equipment used or accessed by the service, and any records kept under this agreement, to ensure compliance with the terms of this agreement.
Customers shall not access, store, distribute, or transmit any viruses, worms, trojans, or other materials that may prevent, damage, or otherwise adversely affect the operation of any software, hardware, devices, networks, or telecommunications services, or any materials used by you during the use of the services: (a) illegal, harmful, threatening, defamatory, infringing, harassing, or racial or ethnic offensive; (b) Provide convenience for illegal activities; (c) Depicting pornographic images; (d) Promote illegal violence; (e) Discrimination based on race, gender, skin color, religious beliefs, sexual orientation, disability, or any other illegal activity; Or (f) causing damage or injury to any person or property, the company reserves the right to prohibit you from accessing any materials that violate this condition, without any liability to you.
LIMITATION OF LIABILITY
The risk of the licensee using this software and services shall be borne by themselves. To the maximum extent permitted by law, the company shall not be liable for any direct, indirect, consequential, incidental or special damages or losses, including but not limited to loss of profit, loss of business, loss of data or damage, regardless of the cause.
Nothing in this license shall exclude or in any way limit the liability of either party for death and personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.
According to the conditions set forth in this Agreement, the Company shall not be liable for any loss of income under or in connection with this Agreement; (b) Loss of commercial profits or contracts; (c) Business interruption; (d) Losses from the use of funds or expected savings; (e) Information loss; (f) Loss of opportunities, goodwill, or reputation; (g) Data loss, damage or damage; Or (h) any indirect or consequential loss or damage, regardless of the manner in which it arises, and regardless of whether it is caused by infringement (including negligence), breach of contract, or other reasons.
The maximum total liability of the Company under or in connection with this Agreement or any ancillary contracts, whether in contract, tort (including negligence) or other liability (including any liability for the actions or inactions of its employees or agents), shall be limited to the total fees paid to the Company within twelve (12) months prior to the date of the customer's first registration of services or the occurrence of the cause of litigation.
The company does not guarantee that the services provided here will not infringe on third-party intellectual property rights (whether such rights exist in Ireland or elsewhere).
This agreement sets out the full scope of the company's obligations and responsibilities in providing services. In particular, except as expressly provided in this Agreement, there are no express or implied conditions, warranties, representations or other terms that are binding on the Company. To the maximum extent permitted by law, any conditions, warranties, representations, or other terms related to the provision of services by the Company are hereby excluded, which may be implied or incorporated into this Agreement or any ancillary contract in any other way.
The customer acknowledges that they are solely responsible for the information and data held by the customer, as well as the information and data generated from the use of the service, and the customer assumes full responsibility for the security of such information. The customer acknowledges that if any issues arise during the execution of the service, the customer is responsible for predicting and calculating any damages that the customer may suffer. Therefore, the customer acknowledges that it is their responsibility to insure their business against all risks deemed appropriate by the customer based on their personal circumstances and the terms of this agreement.
The customer acknowledges that all sales made by the customer as a result of the use of the service, whether direct or indirect, are directly between the customer and the buyer, and the company is not responsible for this and is not a contracting party. The customer promises to comply with all laws and regulatory regulations, including but not limited to consumer protection, remote sales regulations, and tax and indirect tax compliance.
The customer acknowledges and agrees that the company shall not be liable for any changes made by any third-party operator to its services or APIs, resulting in outdated or obstructed access to third-party platforms or services. The company shall not be liable for any decisions or actions of third-party platform operators or their consequences, regardless of whether such decisions or actions were made with or without warning, and regardless of the consequences.
The company is not responsible for: (a) the completeness, completeness, accuracy, accuracy or updates of the information or data provided by the service, which is dependent on third parties; Or (b) information uploaded by customers to services or third-party services, including but not limited to the customer's Amazon or eBay marketplace.
If you violate or fail to comply with the terms of use or access of third-party market platforms (including but not limited to Amazon and eBay), or due to general issues with seller performance (including but not limited to feedback ratings), market operators may (at their discretion) terminate your access and use of their markets (temporary or permanent). The company shall not be liable for any such termination caused by the use of services or other reasons.
The customer hereby acknowledges that although the Repricer product regularly updates customer information, the company does not guarantee real-time connectivity with third-party markets. Therefore, there may be differences in the data provided by the service, such as differences between the number of products displayed as sold and the actual number of products sold. If you oversold your products and the store receives a refund request from a buyer, this may cause you to permanently or temporarily suspend your access and use of the store. In this situation, the company does not assume any responsibility. You are responsible for regularly monitoring your sales in all markets.
In addition, the Repricer product includes a tool that allows you to optimize the prices of products you wish to sell in third-party markets. This optimization is implemented using the pricing strategy you defined, and is based on multiple variables, including but not limited to the hardware used to access the website, third-party conversion rate, the positioning you choose relative to your competitors, your product status, the feedback you get in the market, your Internet connection, platform API and official availability, and any minimum price you set that you do not want to sell.
The repricing product will automatically reprice the product based on the variables input into the service. The customer acknowledges that, where applicable, the customer is solely responsible for selecting the "lowest (minimum)" and "highest (maximum)" allowed sales prices for each product in the customer's inventory. The customer is fully responsible for monitoring and checking the applicability of the best prices in the service, and making any necessary adjustments to the settings. If there is an error in the price of a customer's product in the market and the customer refuses to sell the applicable product at advertised prices, this may cause the market operator to close or suspend your account and prevent future use or access to the market. The company does not assume any responsibility or obligation for the prices of products sold by customers in the market, regardless of whether these prices have been set using the service. For the avoidance of doubt, any statements, suggestions, intonation, suggestions, or consultations regarding pricing provided by the company to customers are for guidance only, and the final pricing decision is entirely determined by the customer.
The company is not responsible for any fluctuations in exchange rates or currency exchange, or for the accuracy, completeness, or reliability of any information provided by third parties.
The company shall make commercially reasonable efforts to provide services 24 hours a day, seven (7) days a week, except for the following situations: (a) planned maintenance; Or (b) unplanned maintenance. The company shall not be liable for any service unavailability caused by uncontrollable events (including but not limited to network failures).
FORCE MAJEURE
If the failure to perform this agreement is caused by events beyond its reasonable control ("Force Majeure"), neither party shall be liable to the other party. Force majeure events include any act, event, non occurrence, inaction, or accident beyond our reasonable control, particularly including (but not limited to) the following: (a) strikes, work stoppages, or other industrial actions; (b) Internal strife, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or war threat or preparation for war; (c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disasters; (d) Unable to use railways, shipping, airplanes, cars, or other public or private means of transportation; (e) Unable to use public or private telecommunications networks; And (f) any government actions, laws, legislation, regulations or restrictions.
FAIR USE POLICY
Some products allow unrestricted access to certain features, including but not limited to unlimited SKUs, users, sales channels, and support. The fair use policy should apply to all such unlimited products.
For SKUs, the company provides a standard limit of 600 repricing events per minute for each account. This means that if your account is associated with multiple Amazon or eBay channels, these 600 repricing events will be shared among the various channels. For most customers, this restriction is sufficient to provide a quick repricing of the product. Once this limit is exceeded, the repricing event will queue up and the price may not change immediately.
If the customer exceeds the allowed number of repricing events per minute, they will receive notification through product messaging that your service is running slower than expected due to excessive traffic. The company provides that customers can use upgrade packages on the premise of paying related fees, and the pricing event limit per minute can be increased. The fees applicable to this additional service are included in the payment section of the service.
In terms of users, according to industry best practices, the company provides a maximum of 100 users as standard configuration. When customers exceed this number, they will receive notifications through product messaging. If they need other users, one of our customer success teams will contact you.
Although the company provides unlimited sales channels, exceeding the reasonable usage range may affect the service. In this regard, the company estimates that the standard limit of 25 sales channels is sufficient for most customers. If the customer exceeds this number, they will receive notification through product notifications, and one of our customer success teams will contact you to discuss the customer's requirements.
The company reserves the right to charge fees for excessive use by users and/or sales channels.
The company conducts health checks to ensure that the use of our messaging services complies with good industry practices. If a customer is found to be engaged in sending spam emails, the company reserves the right to cancel the customer's subscription.
Confidentiality
If it is necessary or advisable for the company to fulfill its obligations under this agreement, the company reserves the right to notify its employees, temporary workers, or subcontractors of any confidential information related to the customer or the customer's business, but the company will inform these individuals of the confidential nature of the aforementioned information.
ROUTINE
The customer shall not transfer or transfer any or all of their rights or obligations under this agreement.
If the Company fails to strictly perform any obligations of the Customer under this Agreement at any time during the term of this Agreement, or if the Company fails to exercise any rights or remedies it is entitled to under this Agreement, it shall not constitute a waiver of such rights or remedies, nor shall it exempt the Customer from complying with such obligations. The company's waiver of any breach does not constitute a waiver of any subsequent breach. Any waiver by the company of any provision of this agreement shall be invalid unless expressly declared as a waiver and communicated to you in writing.
If any provision of this Agreement is determined by any competent authority to be invalid, illegal, or unenforceable, such provision, condition, or provision shall be separated to that extent from the remaining provisions, conditions, and provisions, which shall remain in effect to the fullest extent permitted by law.
This agreement and any documents explicitly mentioned therein represent the complete agreement between us regarding service licensing and supersede any prior oral or written agreements, understandings or arrangements between us.
We both acknowledge that, at the time of signing this agreement, unless expressly provided in this agreement, neither of us has relied on any statements, promises or commitments made by the other party in negotiations prior to signing this agreement, or any implied statements, promises or commitments.
Neither party shall take any remedial action against any untrue statements made by the other party orally or in writing prior to the date of our signing of this agreement (unless such untrue statements are fraudulent), and the other party's sole remedy shall be for breach of this agreement.
This Agreement, its subject matter, or its formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Any disputes arising from or in connection with any content of this agreement shall be subject to the exclusive jurisdiction of the courts of Ireland. You agree that unless you reside in another member state of the European Union, any legal action you may bring against the company arising out of or in connection with this Agreement can only be brought by you in an Irish court. If you reside in any other jurisdiction, the company may file a lawsuit there.
DATA PROCESSING APPENDIX
This data processing appendix is a supplement to the agreement signed between the company and the customer regarding the provision of services, and forms a part of this agreement. It is applicable to the scope of personal data included in the company's processing of customer data.
1. For the purposes of this data processing appendix and agreement, the following terms have the following meanings: data subject, personal data, controller, processor, processing, processing or process all have the meanings assigned to them in data protection legislation. Data Protection Legislation: (i) any data protection legislation in effect from time to time in the Republic of Ireland, including the General Data Protection Ordinance (EU) 2016/679 and any other applicable laws or regulations related to privacy; And (ii) all data protection and privacy legislation applicable to the party processing personal data under the service provision.
2.Both parties will comply with all applicable requirements of data protection regulations. This second paragraph is a supplement to the obligations of one party under data protection law, and does not relieve, delete or replace the obligations of one party.
3. Both parties acknowledge that in terms of data protection legislation, the customer is the controller and the company is the processor of personal data in the customer's data.
4. The customer will ensure that they have all necessary and appropriate consent and notifications to lawfully transfer personal data to the company within the term and purpose of the agreement, and enable the company to perform processing services in accordance with the customer's instructions.
5. For any personal data processed in accordance with this data processing appendix, the company shall:
a. Only process personal data in accordance with the customer's written instructions as specified in the agreement updated in writing from time to time, unless applicable law requires the company to process such personal data in any other way. If the company relies on the laws of EU member states or EU laws as the basis for processing personal data, the company should immediately notify customers before executing the processing required by applicable laws, unless these applicable laws prohibit the company from notifying customers;
b. Ensure that appropriate technical and organizational measures have been taken to prevent unauthorized or illegal processing of personal data, as well as to prevent accidental loss, destruction, or damage to personal data, in order to adapt to the potential damage caused by unauthorized or illegal processing or accidental loss, destruction, or damage, as well as the nature of the data to be protected, taking into account technological developments and the cost of implementing any measures (these measures may include, as appropriate, pseudonymization and encryption of personal data, ensuring the confidentiality, integrity, availability, and resilience of their systems and services, and ensuring timely recovery of the availability and access to personal data in the event of an event), and regularly evaluate and evaluate the effectiveness of the technical and organizational measures taken by them;
c. Ensure that all personnel who have the right to access and/or process personal data have an obligation to keep personal data confidential;
d. Except for the secondary processors identified in this data processing appendix, no personal data shall be transmitted outside the European Economic Area without the prior written consent of the client, unless the company has provided appropriate protection measures for the transmission and complies with the obligations under data protection legislation by providing sufficient protection for any personal data transmitted;
e. Assist clients, at their own expense, to respond to any requests from data subjects and ensure compliance with their obligations in terms of security, violation notifications, impact assessments, and negotiations with regulatory or regulatory authorities under data protection legislation;
f. Notify customers immediately upon discovering personal data breaches;
g. Upon written instructions from the client, delete or return personal data and its copies upon termination of the agreement, unless required by any applicable law to retain personal data; and
h. Maintain complete and accurate records and information to demonstrate compliance with the provisions of this clause 5.
6. The customer agrees that the company designates the secondary processors identified in this appendix as third-party processors of personal data in accordance with this agreement. The customer agrees to the company hiring a third-party processor to process personal data, provided that: (i) the company provides at least 30 days prior notice of the addition of any third-party processor, (ii) the company signs a written agreement with the processor, which is essentially the standard business terms of the third party or contains terms that are essentially similar to those specified in this data processing appendix; (iii) Between the client and the company, the company remains responsible for any violation of this data processing appendix resulting from the actions, errors, or omissions of the factor processor.
7. The company shall allow customers (or their designated third-party auditors) to review the company's compliance with this data processing appendix and shall provide all necessary information to customers to demonstrate compliance with their obligations under data protection legislation. The company acknowledges that the client (or its third-party auditors) may enter its premises for this audit, provided that the client has given reasonable prior notice of their audit intention, conducted the audit during normal working hours, and taken all reasonable measures to prevent unnecessary interference with the company's operations. The client acknowledges that prior to exercising any audit rights, they and/or their third-party auditors will be required to enter into appropriate confidentiality obligations with the company, and the company is not obligated to disclose any information during such audits that may compromise the confidentiality or data privacy rights of its or any other clients, clients, suppliers, or personnel. The client will be responsible for all expenses incurred in conducting any such audit (including company expenses) and will not exercise its audit rights multiple times during any twelve (12) calendar month period, unless instructed by the competent data protection agency.
Data processing details:: |
|
Nature and purpose of processing |
The essence of data processing is to provide cloud based e-commerce services to assist customers in conducting e-commerce activities. The purpose of processing is to provide services to customers.
|
Processing duration
|
The company will only process personal data during the validity period of the agreement.
|
Data subject
|
The personal data to be processed involves the following data subjects:
Customer's Customer |
Data category
|
The personal data to be processed involves the following categories of data:
Name, phone number, address, email address, and detailed information about customer purchases, including feedback containing personal data |