The present Terms and Conditions (Agreement, terms and conditions) constitute the agreement between Data Solutions Ltd., operating under the ShopUp brand (a.k.a. Service Provider, we, us) and you (Client, you). For the avoidance of any doubt, when you act on behalf of a company, organization or other entity, reference to “Client”/”you” implies such entity unless the context specifically requires otherwise.
By accessing shopup.me website (the website, our website) or subscribing for the services offered by the Service Provider (Services) either directly or through a third-party vendor (the Vendor), you agree to these Terms and Conditions and the exclusive applicability thereof.
If you are entering into this Agreement:
(a) you represent and warrant that you are 18 (eighteen) or older and understand these terms and the conditions;
(b) on behalf of a company, organization or other entity, you represent and warrant that you have such authority to bind such entity and agree to the present Agreement on behalf of such entity;
(c) you represent and warrant that you accept and shall comply with the Agreement and all applicable laws and regulations, including in the country in which you are located.
The Services are only accessible and offered by the Service Provider at shopup.me under the Terms and Conditions hereof.
We provide the Services subject to prior subscription by the Client to the respective subscription plan as offered at our website or via the Vendor’s platform.
Provision of data
The Services necessitate provision of data by the Client (Client Data) for the purposes of their processing by the Service Provider subject to the terms and conditions hereunder. That is also valid for use of other resources on our website.
Once the subscription is successfully completed, you may receive information as to the Client Data which may be necessary for the proper provision of the Services. The Client Data may include personal data (Client Personal Data).
We will use any Client Data only for the purposes of the provision of the Services and shall not disclose it to third persons without your prior consent.
The provision of any Client Data shall be deemed as your confirmation that you:
(i) have obtained (whether by virtue of law or contractually) and you hold the Client Data in compliance with the applicable laws; and,
(ii) have all necessary authorizations, permissions, consents and whatsoever may be required and/or necessary to provide the Client Data to us in relation to the Services, including for the purposes of the processing the Client Data.
If any Client Data or part thereof provided to us hereunder belongs to a third party you shall be responsible to take care and satisfy any settlements, fines and royalties as may be adjudicated to that party.
For data protection purposes it is hereby agreed that the Client shall at all times be the data controller (administrator) and the Service Provider shall be the data processor with respect to the processing of Client Personal Data in relation to the provision of the Services.
As the data controller of such Client Personal Data, you shall be responsible for ensuring, and warrant and represent to us that you shall ensure that any provision and processing of Client Personal Data in connection with the Services shall comply with any applicable laws, regulations, standards and guidelines and shall use all reasonable endeavors to where possible anonymize personal data sent to us. The Client hereby acknowledges that we are reliant on the Client for direction as to the extent to which we are entitled to use and process Client Data. Consequently, the Service Provider is not and will not be liable for any claim brought by a data subject or third persons related to Client Data and the Client will keep the Service Provider harmless from any such claims.
Service deliverables and ownership
The deliverables from the Services will be provided to you via email access notification to the email submitted by you to us or via other electronic means as defined by the Vendor. The presentation, the structure and the content of these deliverables are protected by copyright. We reserve all rights to the deliverables produced as a result from the Services. The Services are deemed performed and delivered as per our domicile.
You are entitled to use and/or copy the deliverables in the course of your regular activity and for lawful purposes only. You are not allowed to carry out any commercial reuse of these deliverables or of all or a part of the information they contain or sell this information to third parties. The Services and the deliverables therefrom are utilized by the Client upon the sole venture thereof.
The Client is solely responsible for pre-determining and determining whether and how the Services and the results therefrom are used for Client purposes, including but not limited to business decision making, etc., and such responsibilities, consequences and liabilities shall be vested in and borne by no other person. For the avoidance of any doubt, the deliverables are not and may not be regarded as advice, instructions or any other basis for decision making or whatsoever undertaking.
We are ensuring uninterrupted access, 24/7, to our website, its resources and the Services. We nonetheless reserve the right to interrupt the access to the Services, our website and/or its resources for reasons within or beyond our control (such as computer viruses or other intrusion threatening the integrity of data installations, safety reasons, etc.).
Where subscription plans provide for fees for the respective Services, upon subscription you should opt for a method of payment as available on our website. Such fees are billable in advance (depending on your subscription plan) on the first day of the respective subscription period; each period that has started is due in full.
You will receive an e-invoice after we receive your payment. Such e-invoice will be sent to your e-mail indicated upon subscription or otherwise available in your web-account with us.
Unless otherwise expressly stated, any fees due by the Client hereunder do not include Taxes (as defined below). The Client is required to pay any and all Taxes associated with the fees, regardless of how or upon whom they are imposed on. These Taxes exclude income taxes but may include, though not limited to, local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value added taxes, consumption taxes, Goods and Services taxes, GST/HST, excise, sales, use or similar taxes and any withholding taxes (together “Taxes”). All amounts invoiced pursuant to this Agreement are payable in full and without reduction for Taxes. If we have a legal obligation to pay or collect Taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are registered for VAT in the EU with number BG203815033. If any deduction or withholding is required by law, you will notify us and you will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
Rules of conduct and boundaries
Failure to exercise any of our rights or remedies, or to insist on any of your obligations hereunder, will not constitute a waiver of such rights or remedies and respectively will not relieve you from compliance with such obligations. The Client shall indemnify, hold harmless and defend the Service Provider from and against any claims or proceedings and all damages resulting from such claims and/or procedures that arise or result from breach of any Client’s obligations, warranties or representations hereunder.
The Service Provider may be held liable for willful misconduct acting in bad faith only and for no other actions or absence of actions, neither for direct or indirect damages suffered, such as loss of profit, reduction in turnover or any increase in costs, or even the loss or degradation of data.
The headings are for convenience only and shall not affect the interpretation of this Agreement and any provision hereof.
If any term or provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall not be affected and such term or provision shall be modified to the extent necessary to approximate as closely as possible the intent thereof.
We reserve the right, at our discretion, to change, modify, add or remove portions of this Agreement at any time without warning by posting an updated version at our website.
You agree to periodically review the documents that make up our Agreement to take notice of any changes we may make, as they are immediately binding on you. It is strongly advised that reviews are taken at least prior to any subscription.
Access or use of our website or Services shall be deemed conclusive and sufficient evidence of your acceptance of any modified terms and conditions.
The present Agreement is subject to the laws and the exclusive jurisdiction of the courts as per our domicile and corporate registration.