Terms of Service
Introduction
To see the previous version of these terms click here.
The following terms and conditions (the “Terms of Service“) apply and continue to apply from your first use of the services provided on
tradeshift.com (the “Site“). Please read the Terms of Service and make sure you understand them. Your
use of the Services (as defined in Clause 3 below) constitutes your agreement
to be bound by these Terms of Service. If you do not agree with the terms of
these Terms of Service, then do not use the Services. You should review these
terms periodically, and each use of the Services is subject to the then-current
form of the Terms of Service.
In addition, you may not access the Services if you are our direct
competitor, except with our prior written consent. In addition, you may not
access the Services for purposes of monitoring their availability, performance
or functionality, or for any other benchmarking or competitive purposes.
Parties
The Services are run by Tradeshift Holdings Inc. and, its affiliates and subsidiaries (“Tradeshift”, “we” or “us”). We make certain software applications and platforms available to customers on our Site for the purposes of providing a business network and supporting the exchange of business documents between each other. Certain of the Services may be provided by our sub-contractors acting on our behalf.
It is agreed as follows:
- Interpretation
- The definitions and rules of interpretation in this clause apply in the Terms of Service.
“Authorized Users” means those employees, agents and independent contractors
connected to you who are authorized by you to use the Services
and the Documentation.“Business Day” means any day which is not a Saturday, Sunday or public
holiday in the United States.“Buyer” means organizations using the Services in the role of a buying
entity.“Customer Data” means the invoice details or other information inputted by
you, the Authorized Users, or us on your behalf as to your
transactions for the purpose of using the Services or
facilitating your use of the Services.“Documentation” means the document made available to you by us online via the
Site or such other web address notified by us to you from time
to time which sets out a description of the Services and the
user instructions for the Services.“EDI” Electronic data interchange is the electronic transfer, from
computer to computer, of commercial and administrative data
using an agreed Standard to structure an EDI Message.“EDI Message” An EDI Message consists of a set of segments, structured
using an agreed Standard, prepared in a computer readable
format and capable of being automatically and unambiguously
processed.“Including” means including but not limited to. “Operational Practices” means the standard practices and policies applicable to the
Tradeshift SaaS Services, which are found at
tradeshift.com/legal/toc, including specifically for this Agreement, the Privacy
Policy, Information Security Policy, Code of Conduct,
Commitment to Data Protection, and Data Policy.“Seller” or “Supplier” those companies using the Services to offer or sell goods or
services or to invoice their customers.“Services” means the services described in Clause 3 of the Terms of
Service.“Standard” Set of internationally agreed standards, directories and
guidelines for the electronic interchange of structured data,
and in particular, interchange related to trade in goods and
services, between independent computerized information
systems.“Software” means the online software applications provided by us as part
of the Services.“Virus” means any thing or device (including any software, code, file
or program) which may: prevent, impair or otherwise adversely
affect the operation of any computer software, hardware or
network, any telecommunications service, equipment or network
or any other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any program or
data, including the reliability of any program or data
(whether by re-arranging, altering or erasing the program or
data in whole or part or otherwise); or adversely affect the
user experience, including worms, trojan horses, viruses and
other similar things or devices. - Clause headings shall not affect the interpretation of the Terms of
Service. - A person includes an individual, corporate or unincorporated body
(whether or not having separate legal personality) and that person’s
legal and personal representatives, successors or permitted
assigns. - A reference to a company shall include any company, corporation or
other body corporate, wherever and however incorporated or
established. - Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other
genders. - A reference to a statute or statutory provision is a reference to it
as it is in force for the time being, taking account of any amendment,
extension, or re-enactment and includes any subordinate legislation
for the time being in force made under it. - A reference to writing or written includes faxes but not e-mail.
- References to clauses are to the clauses of the Terms of
Service.
- The definitions and rules of interpretation in this clause apply in the Terms of Service.
- Use of the Services
- As a condition of your (“You” or “Your”) use of the Site and the Services, you agree that:
- You, are at least 13 years of age and are using the Services (as
defined at Clause 3 below) on behalf of a company or other legal
entity; - You have the authority to bind your company or other legal entity
and its affiliates to the Terms of Service and understand that You and Your
in this Terms of Service refers to the company or legal entity
that you are representing; - You are using the Services in the course of business, and not as
a private individual or consumer; - You are not barred from using our Services under applicable
law; - You will not attempt to use the Services with crawlers, robots,
data mining or extraction tools or any other functionality; - Your use of the Site and the Services will at all times comply
with these Terms of Service; - You will only engage in transactions that comply with the letter
and spirit of these Terms of Service; - You have the right to provide any and all information you submit
through the Site and Services, and the information and all such
information is accurate, true, current and complete; and - You will update and correct information you have submitted
through the Site and Services and ensure that it is accurate at
all times (out-of-date information will invalidate your
account).
- You, are at least 13 years of age and are using the Services (as
- Subject to your compliance with the terms and conditions contained in
the Terms of Service, we hereby grant to you a non-exclusive,
non-transferable right to use the Services solely for your internal
business operations. - You shall not, and shall not permit the Authorized Users to:
- except as may be allowed by any applicable law which is incapable
of exclusion by agreement between the parties,- attempt to copy, modify, duplicate, create derivative works
from, frame, mirror, republish, download, display, transmit,
or distribute all or any portion of the Software in any form
or media or by any means, or - attempt to reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of
the Software; or
- attempt to copy, modify, duplicate, create derivative works
- access all or any part of the Services in order to build a
product or service which competes with the Services; or - use the Services to provide services to third parties, except
where explicitly indicated on the Site; or - license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit, or otherwise
make the Services available to any third party except you or the
Authorized Users, or - attempt to obtain, or assist third parties in obtaining, access
to the Services and/or Documentation, other than as provided under
this Clause 2.
- except as may be allowed by any applicable law which is incapable
- You shall use all reasonable efforts to prevent any unauthorized
access to, or use of, the Services and, in the event of any such
unauthorized access or use, promptly notify us. - We reserve the right, without liability to you, to disable, suspend
or terminate your access to the Services, the Site, your account or
any material if you breach any provision of the Terms of
Service. - We reserve the right, without liability to you, to disable, suspend or
terminate your access to the Services, the Site, your account or any
material if you breach any provision of the Terms of Service.
- As a condition of your (“You” or “Your”) use of the Site and the Services, you agree that:
- Services
- Subject to your compliance with the Terms of Service, we will provide
the following services to you:- access to the Software through the Site;
- the business network and electronic business documents including
an electronic invoicing system, and other tools and services
provided through the Site and by our application programming
interface (“API”) made available via the Site; - all software, data, text, images, sounds, video and content made
available through the Site, or developed via our API
(the “Content”); - additional applications developed by us or third parties and made
available through the Tradeshift App Store (“Additional Services”); and - any new features added to or augmenting the Service.
- You acknowledge that we may charge a fee for your use of certain of
the above features (e.g. Additional Services) if those features are
advertised on the Site as available for purchase (the “Paid Services”) and such fees will be charged in accordance with Clause 10. - We will use our reasonable efforts to publish on the Site or notify
you about any planned downtime of the Services, and will use
reasonable efforts to contact you directly via email to warn you prior
to suspension or termination of your account on the Site.
- Subject to your compliance with the Terms of Service, we will provide
- Terms Governing the Use of Electronic Invoices and Exchange of Other
Business Documents- Exchange of EDI Messages
- You agree to comply with the following EDI terms set out in this
Clause 4 (the “EDI Terms”). The EDI Terms apply between you and other users of Tradeshift
when you accept a network connection from a user or when you
invite a network connection with a user (you and the relevant user
are hereby referred to as the EDI Parties or EDI Party
as applicable). The EDI Terms are applicable to and apply between
the EDI Parties for the duration of your use of the Services.
Where you send an invoice or other EDI Message to a user with whom
you are not connected on Tradeshift, these EDI Terms shall not
apply. - EDI Parties agree to issue and receive invoices and/or other
business documents by the use of EDI through the Site and subject
to the technical and functional specifications of the Site as
published by Tradeshift from time to time, including as varied as
by Tradeshift giving notice to either party. In case of electronic
invoice, the receiver shall notify the sender whether it intends
to receive the original tax invoice or a summary invoice in paper
format in addition to receiving invoice data through
Tradeshift. - Consistency with National Laws: Each EDI Party is responsible to
ensure that the use of the Site to exchange EDI Messages is not
inconsistent with the law of its own respective country, the
application of which could restrict the use of Tradeshift or the
content of an EDI Message, and shall take all necessary measures
to inform, without delay, the other party of any inconsistencies
or prohibitions. Tradeshift makes no representation or warranty
that an EDI Party’s use of the Tradeshift Site or Services
complies with the requirements of their respective jurisdictions,
including the requirement of their respective tax authorities, and
Tradeshift shall have no liability in the event use of the Site or
Services violates such laws. - Obligations of the EDI Parties: EDI Parties undertake to
implement and maintain security procedures and measures in order
to ensure the integrity of its access to the Site, its use of the
Services, and its Tradeshift account to guard against the risks of
unauthorized access, alteration, delay, destruction or loss. - Confidentiality Obligations:
- EDI Parties shall ensure that EDI Messages containing
information specified to be confidential by the sender or
agreed mutually to be confidential between the EDI Parties,
are maintained in confidence and are not disclosed or
transmitted to any unauthorized persons nor used for any
purposes other than those intended by the EDI Parties. - When authorized, further transmission of such confidential
information shall be subject to the same degree of
confidentiality. - Public Domain: EDI Messages shall not be regarded as
containing confidential information to the extent that such
information is in the public domain.
- EDI Parties shall ensure that EDI Messages containing
- Personal Data Protection: Where EDI Messages which include
personal data are sent or received in countries which do not have
any data protection laws, each EDI Party agrees, at a minimum, to
comply with the provisions of Clause 4.1.5 with respect to such
EDI Messages. - Exclusion of Liability: You agree that no EDI Party shall be
liable for any special, indirect or consequential damages caused
by a failure to perform its obligations contained in and relating
to the EDI Terms. - Force Majeure: EDI Parties shall not be liable for any loss or
damage suffered by the other party caused by any delay or failure
to perform in accordance with the provisions of the EDI Terms,
where such delay or failure is caused by an impediment beyond that
party’s reasonable control and which could not reasonably be
expected to be taken into account at the time of conclusion of the
EDI Terms or the consequences of which could not be avoided or
overcome. - Modifications: EDI Parties may agree, in writing, to amend these
EDI Terms, provided such amendment does not violate applicable
laws or conflict with the exchange of EDI Messages through the
Site.
- You agree to comply with the following EDI terms set out in this
- Termination
- Any EDI Party may terminate the relationship with the other EDI
Party by giving written notice to the other EDI Party or by
terminating the network connection. Termination of the
relationship governed by the EDI Terms shall only affect
transactions after that date. - These EDI Terms and the Services will immediately terminate at
such time as an EDI Party terminates its account with
Tradeshift. - Notwithstanding termination for any reason, the rights and
obligations of the EDI Parties shall survive the termination in
relation to any matter arising prior to the termination and any
obligations which, by their nature, shall survive the termination
including, without limitation, the provisions of Clause 4 and 5
which by their nature are intended to survive beyond the period
covered by these EDI Terms.
- Any EDI Party may terminate the relationship with the other EDI
- E-Invoicing Issuance and E-Signature Authorization.
- Depending on the country associated with an invoice, Tradeshift
and/or one or its third party e-invoice processors (“Invoicing Facilitator“) will electronically process, issue and/or sign the invoice
document based on the data you, as a Seller, submit (“Invoice Data”) and a supported technical approach offered by Tradeshift.
You authorize Tradeshift and applicable Invoicing Facilitators to
take these steps in accordance with these Terms of Service.
It is your responsibility to determine whether the processes
offered by Tradeshift and the Invoicing Facilitators enable a
legally compliant invoice for your organization based on
jurisdiction and other regulatory requirements that may be
specific to your organization. The current list of Invoicing
Facilitators and the countries addressed by such providers is
available from Tradeshift upon request (“Regional Reference Document“). - For those jurisdictions supported by the Services to receive
electronic signatures as identified in the Regional Reference
Document, You, in your role as Seller using the Services, hereby
authorize Tradeshift or the Invoicing Facilitator to receive the
Invoice Data, which may not constitute an original invoice, and
subsequently apply an electronic signature to the Invoice Data to
issue electronic invoices in the name of and on behalf of your
organization if that is the legal requirement in such
country. You acknowledge that the electronic invoices may
include language regarding the involvement of the service provider
and that the Invoicing Facilitator is not applying invoice numbers
to the invoices (they must already be applied). You acknowledge
and agree to the process described herein and procedures below and
that such party will apply such electronic signatures with private
keys corresponding to certificates issued by third party
certification service providers or tax authorities. Further,
you agree:- Within 24 hours of providing invoice data to the Site for
processing inform Tradeshift if you have not yet received your
version of the original signed invoice issued in your
organization’s name and on its behalf, notice apparent errors
or do not have online access to the invoice. - If You have not within the time limits stated in the previous
bullet signaled an apparent error in the invoice, the invoice
will be deemed to have been validly issued. Where possible
under applicable law, You agree not to challenge the valid
issuance of an invoice if it is deemed to be correct in
accordance with the foregoing.
- Within 24 hours of providing invoice data to the Site for
- The above authorization is solely for tax compliance purposes. You, and not Tradeshift nor any Invoicing Facilitator, are
responsible toward any relevant tax authorities as to the content,
accuracy, completeness of the invoice, VAT implications and other
tax or regulatory requirements. You remain responsible, as
applicable by jurisdiction, for reporting and paying any tax
regarding an invoice as though the invoice were issued by you
directly. You acknowledge that activities provided under the
Services and described in these Terms of Service involve straight
invoicing from You, as Seller, to your Buyer, with issuance alone
being outsourced to the Invoicing Facilitator and any legal
requirements for “self-billing” (i.e. the issuance of the invoice
by the Buyer in the name and on behalf of the Seller) do not
apply.
- Depending on the country associated with an invoice, Tradeshift
- Exchange of EDI Messages
- Data and Privacy
- As between Tradeshift and You, You shall own all rights, title and
interest in and to all of the Customer Data and shall have sole
responsibility for the legality, reliability, integrity, accuracy and
quality of the Customer Data. - We will store all Customer Data on the Site for so long as you have
an active account with Tradeshift unless you otherwise instruct us to
destroy it. Please note that if Customer Data is EDI Data or a legal
invoice for the purposes of Clause 4, you may have an obligation to
store it for some fixed period from the date of the relevant
transaction. You may have additional obligations to maintain invoices
(in electronic or paper format) under local laws or regulations.
Although we do agree to store the data while you maintain an active
account or subscription as applicable, such storage may not meet the
specific legal requirements applicable to your organization for
archiving during such time. You are encouraged to take steps to
download and secure archival of Content as needed for Your own
compliance needs. - Upon your cancellation or termination of the Services, except as otherwise agreed for a specific feature or Program, all of the Customer Data will be deleted from Your account on the
Site. If you would like us to provide you with the most recent back-up
of the Customer Data, you must contact us within 10 Business Days of
the date of cancellation or termination and, subject to your
compliance with the Terms of Service, we shall use reasonable efforts
to deliver (at your cost payable in advance of delivery) that data to
you as soon as reasonably practicable. - You shall pay all reasonable expenses incurred by us in disposing of
any Customer Data in a manner inconsistent with our standard practice
for the disposal of data. - When you set up a profile on our Site, by default the profile and the
company information you provide us with, including, but not limited
to, your company name, company description, company identifiers, tax
identifiers, company address information, country information will be
publicly available on the Site. Consequently, it will be possible for
any user on the Site to view your profile and contact you or (if you
have agreed to exchange business documents (e.g. invoices) with that
user) send you an invoice or another business document via the Site.
If you do not wish your profile to be publicly available, please
log-in to the Site and change the disable public setting. - You accept that the technical processing and transmission of the
Services and the Customer Data may involve (a) transmissions over
various networks; (b) changes to conform and adapt to technical
requirements of connecting networks or devices and (c) transmission to
our third party vendors and hosting partners to provide the necessary
hardware, software, networking, storage, and related technology
required to operate and maintain the Services. - We will, in providing the Services, comply with our privacy policy, as part of the Tradeshift Operational Practices, relating to
the privacy and security of the Customer Data available on the Site or
such other website address as may be notified to you from time to
time, as such document may be amended from time to time by us in our
sole discretion. - If we process any personal data on your behalf when providing the
Services under the Terms of Service, you agree that you shall be the
data controller and we shall be a data processor and in any such
case:- you acknowledge and agree that the personal data may be
transferred or stored outside the country where we and/or the
Authorized Users are located in order to carry out the Services
under the Terms of Service; - in the case of users located within the European Economic Area
(“EEA”), you acknowledge and agree that the personal data may be
transferred or stored outside the EEA in order to carry out the
Services under the Terms of Service; - you shall ensure that you are entitled to transfer the relevant
personal data to us so that we may lawfully use, process and
transfer the personal data in accordance with the Terms of Service
on your behalf; - you shall ensure that the relevant third parties have been
informed of, and have given their consent to, such use,
processing, and transfer as required by all applicable data
protection legislation; - we shall process the personal data only in accordance with the
terms of the Terms of Service and any lawful instructions
reasonably given by you from time to time; and - each party shall take appropriate technical and organizational
measures against unauthorized or unlawful processing of the
personal data or its accidental loss, destruction or damage.
- you acknowledge and agree that the personal data may be
- We may obtain information about your general internet usage by using
a cookie file which is stored on your browser or the hard drive of
your computer. Cookies contain information that is transferred to your
computer’s hard drive. They help us to improve our site and
to deliver a better and more personalized service, for example by
remembering your login details. Some of the cookies we use are
essential for the Site to operate. By registering with our Site, you
agree to our use of cookies. For more information on our use of
Cookies click here. - Usage of the Services and the Tradeshift platform is by definition a
collaborative endeavor, in that you will exchange documents and
communications with your trading partners (“Trading
Partners” means for each transaction, you and the trading
partner applicable to such transaction). Accordingly,
each Trading Partner has an interest in the documents and
communications relating to the underlying transaction between the
Trading Partners. Tradeshift will act upon the
instructions of either Trading Partner, including analyzing data,
disclosing data, or the like. In order to
enhance the experience of users of the Site, including providing value
added services to you or Trading Partners, we may assess Platform Data
as further described in the Operational Practices. - Notwithstanding anything to the contrary herein, We may conduct
analytics of Platform Data, and shall own the results of such
analytics provided such data analytics if disclosed to a third party
(other than a trusted service provider acting on behalf of
Tradeshift), will not directly or indirectly identify you or your
organization (“Analytics Results“). “Platform Data“ means any data sent to, received by, or otherwise
processed by the Tradeshift platform and/or the Services.
- As between Tradeshift and You, You shall own all rights, title and
- Third Party Network Integration. If you elect to use features enabling integration with third party e-invoicing networks, such as transmitting invoices issued outside the
Tradeshift Platform to your trading partners on the Tradeshift platform or
sending invoices issued on the Tradeshift platform to trading partners
utilizing a separate network, (i) you instruct Tradeshift to rout your
information, documents, and data sets as provided by such feature, (ii)
agree to following Tradeshift’s instructions and requirements
for configuration and routing, (iii) you agree that you are responsible
for the content, authenticity, formatting, included information, validity
certificates, and adherence to your business partner’s
requirements, regulatory requirements and any requirements of the third
party network, including any terms with the third party network applicable
to you. You acknowledge that Tradeshift is merely routing
information or messages at the request of you or your trading partner and
that any external network is not a subcontractor of Tradeshift. If you
wish to stop such routing or integration, you will promptly notify
Tradeshift. - Third Party Providers
- You acknowledge that the Services may enable or assist you to access
the website content of, correspond with, and purchase products and
services from, third parties via third-party websites and that you do
so solely at your own risk. We make no representation or commitment
and shall have no liability or obligation whatsoever in relation to
the content or use of, or correspondence with, any such third-party
website, or any transactions completed, and any contract entered into
by you, with any such third party. - Any contract entered into and any transaction completed via any
third-party website is between you and the relevant third party, and
not us. We recommend that you refer to the third party’s
website terms and conditions and privacy policy prior to using the
relevant third-party website. We do not endorse or approve any
third-party website nor the content of any of the third-party website
made available via the Services.
- You acknowledge that the Services may enable or assist you to access
- Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND
THE SERVICES IS AT YOUR SOLE RISK. NONE OF TRADESHIFT, ITS SUBSIDIARIES OR
AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY
LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS,
WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE,
VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE SERVICES, OR (B)
THE ACCURACY, COMPLETENESS OR RELIABILITY OF (I) THE CONTENT ON THE SITE
OR SERVICES OR (II) USER CONTENT PROVIDED THROUGH THE SERVICES. THE SITE
AND SERVICES ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS
IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT
ALLOWED BY APPLICABLE LAW, TRADESHIFT HEREBY DISCLAIMS ANY AND ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS
TO THE OPERATION OF THE SITE AND SERVICES, AND OTHER INFORMATION CONTAINED
ON THE SITE OR ACCESSIBLE OR AVAILABLE THROUGH THE SERVICES, INCLUDING,
BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY,
SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES
IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU. - Your obligations
- You shall:
- comply with all applicable laws and regulations with respect to
your use of the Services, including but not limited to ensuring
that the information you transmit through the Services is not
subject to export restrictions by the U.S. or other applicable
governments; - ensure that the Authorized Users use the Services and the
Documentation in accordance with the Terms of Service; and - keep your user name and password confidential. You shall notify
Tradeshift immediately upon learning of any unauthorized use of
your account.
- comply with all applicable laws and regulations with respect to
- The following activities are prohibited on the Site and Services and constitute express
violations of these Terms of Service:- Submitting any information or content that:
- Violates applicable laws (including but not limited to
intellectual property laws, laws relating to rights of privacy
and rights of publicity and laws related to defamation); - Contains Viruses or malware;
- Offers unauthorized downloads of any copyrighted,
confidential or private information; - Has the effect of impersonating others;
- Contains messages by non-spokesperson employees of Tradeshift
purporting to speak on behalf of Tradeshift or provides
confidential information concerning Tradeshift; - Contains chain letters of any kind;
- Is purposely inaccurate, commits fraud or falsifies
information in connection with your Tradeshift account;
or - Is protected by copyright, trademark or other proprietary
right without the express permission of the owner of the
copyright, trademark or other proprietary right. - is unlawful, harmful, threatening, defamatory, obscene,
infringing, harassing or racially or ethnically offensive;
facilitates illegal activity; depicts sexually explicit
images; promotes unlawful violence; is discriminatory based on
race, gender, color, religious belief, sexual orientation, or
disability; or causes damage or injury to any person or
property.
- Violates applicable laws (including but not limited to
- Attempting to do or actually doing any of the following:
- Accessing data not intended for you, such as logging into a
server or an account which you are not authorized to
access; - Scanning or monitoring the Services for data gathering
purposes in an effort to track sales, usage, aggregate
offering information, pricing information or similar
data; - Scanning or testing the security or configuration of the Site
or to breach security or authentication measures; or - Interfering with service to any user in any manner,
including, without limitation, by means of submitting a Virus
to the Site or any Services or attempting to overload,
“flood,” “spam,”
“mail bomb” or
“crash” the Site or the Services.
- Accessing data not intended for you, such as logging into a
- Using any of the following:
- Frames, framing techniques or framing technology to enclose
any content included on the Site without our express written
permission; - The Site or any of the Services to advertise or solicit, for
any commercial, political or religious purpose or to compete,
directly or indirectly, with Tradeshift; or - The Site or any of the Services to solicit users or other
third-parties to become users or partners of other online or
offline services directly or indirectly competitive or
potentially competitive with Tradeshift.
- Frames, framing techniques or framing technology to enclose
- Engaging in any of the following:
- Tampering or interfering with the proper functioning of any
part, page or area of the Site or any of the Services provided
by Tradeshift; - Taking any action that places excessive demand on our
Services or imposes, or may impose, an unreasonable or
disproportionately large load on our servers or other portion
of our infrastructure (as determined in our sole
discretion); - Reselling or repurposing your access to the Site;
- Accessing, monitoring or copying any content from the Site or
any Services using any “robot,”
“spider,” “scraper”
or other automated means or any manual process for any purpose
without our express written permission; - Violating the restrictions in any robot exclusion headers on
the Site or bypassing or circumventing other measures employed
to prevent or limit access to the Site or any of the
Services; - Deep-linking to any portion of the Site or any Services
without our express written permission; - Hyperlinking to the Site or any Services from any other
website without our initial and ongoing consent; or - Acting illegally or maliciously against the business
interests or reputation of Tradeshift or our Services.
- Tampering or interfering with the proper functioning of any
- Submitting any information or content that:
- You shall:
- Payment Charges
- Some Services are currently made available for free and therefore we
shall not charge you for your use of the Services. We reserve the
right to charge you for any part of the Services that we subsequently
decide to charge for provided that we have given you reasonable notice
of such charges and you continue to use the relevant feature of the
Services. - You may have to pay for the Additional Services on the terms set out
in this clause and as set out on our Site. Where fees are payable,
please refer to our Site for details of the fees payable for the
Additional Services (the “Subscription Fees”) and the term of the subscription (the “Subscription Period”). Certain Additional Services may be provided by third parties and
the provision of such Additional Services may be subject to further
terms. - In order to purchase paid-for Additional Services (“Paid Services”) you must provide us with valid, up-to-date and complete credit card
details acceptable to us and any other relevant valid, up-to-date and
complete contact and billing details and, you hereby authorize us to
bill such credit card:- on or as soon as practicable after date you order the Paid
Services (the “Effective Date”) for the Subscription Fees payable in respect of the initial
term of the Paid Services (“Initial Subscription Term”); and - subject to your rights to terminate the Additional Services, at
the end of each Subscription Period for the Subscription Fees
payable in respect of the next Subscription Period.
- on or as soon as practicable after date you order the Paid
- If we have not received payment within 30 days after the due date,
and without prejudice to any of our other rights and remedies:- we may, without liability to you, disable your password, account
and access to all or part of the Services and we shall be under no
obligation to provide any or all of the Services while the
invoice(s) concerned remain unpaid; and - interest shall accrue on such due amounts at an annual rate equal
to 3% over the then current base lending rate of HSBC Bank at the
date the relevant invoice was issued, commencing on the due date
and continuing until fully paid, whether before or after
judgment.
- we may, without liability to you, disable your password, account
- All amounts and fees stated or referred to in these Terms of
Service:- shall be payable in the currency stated on the Site;
- are non-cancellable and non-refundable;
- are exclusive of all taxes, which shall be added to our
invoice(s), if applicable, at the appropriate rate.
- We shall be entitled to increase the Subscription Fees upon 30
days’ prior notice to you. - Additional Terms for Seller Subscription Fees
- Subscription Tiers. If you are a customer that operates as a Seller within the Tradeshift platform, you may be subject to certain Subscription Fees that are structured in accordance with the number of transaction documents (invoices and credit notes) processed through your Tradeshift account. The various tiers of document quantities and corresponding fees (“Subscription Tiers”) are described in the following page: Seller e-Invoicing Subscriptions with Tradeshift. The Subscription Tiers are subject to change and may be updated on our Site or through in-app notifications, in accordance with these Terms of Service.Transition Between Tiers. Sellers will automatically be transitioned between Subscription Tiers based on their usage of the Services during each billing cycle. At the end of each billing cycle, the total number of documents processed under a Seller’s account will determine the Subscription Tier applicable to the next billing cycle. Each billing cycle has a duration of 12 months.
- Billing and Payments. Subscription Fees corresponding to your Subscription Tier will be charged at the beginning of each billing cycle. Failure to complete the payment may result in suspension or termination of the Services in accordance with section 10.4. above. If you are paying by credit card, you authorize us to charge your authorized payment method for all the Subscription Fees payable by you. In the event of a failed attempt to charge your credit card (for example, if your credit card has expired or is no longer valid), we reserve the right, and you authorize us, to retry billing your credit card. If you update your credit card information to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your credit card through our payment service providers and automatically resume billing. All Subscription Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.
- Payment Information. You will keep your contact information up to date, including your company name, address, and primary contact. You will also keep your authorized payment method and billing information up to date for the payment of incurred and recurring fees, including your tax information.
- Notifications. You will be notified via email or through in-app notifications when approaching the upper limit of your current Subscription Tier, and when you have been transitioned to a different Subscription Tier as a result.
- Refunds. No refunds will be issued if, during a billing cycle, the number of processed documents falls to the level of a lower Subscription Tier.
- Some Services are currently made available for free and therefore we
- Intellectual Property Rights
- You acknowledge and agree that we and/or our licensors own all
intellectual property rights in the Site, the Services and the
Documentation. Except as expressly stated herein, these Terms of Service
do not grant you any rights to, or in, patents, copyrights, database
rights, trade secrets, trade names, trade marks (whether registered or
unregistered), or any other rights or licenses in respect of the
Services or the Documentation. As between you and us, you retain all
ownership of all Customer Data. - Subject to Clause 5, you grant to us a royalty free worldwide right
and non exclusive license to use the materials and content supplied by
you, in order to process your transactions on the Site under these
Terms of Service. Furthermore you agree that we may use your company
name to identify you as a user of the Site (including as part of
enabling your account connections with your trading partners) unless
you choose to opt-out by changing your settings on the Site or
notifying us by email at info@tradeshift.com
(note that opting out may negatively impact your goal of connecting
with your trading partners). - Tradeshift does not accept or consider, directly or through any
Tradeshift employee or agent, unsolicited ideas of any kind, including
without limitation, ideas or suggestions relating to new or improved
products, enhancements, names or technologies, advertising and
marketing campaigns, plans or other promotions. Do not send us (or any
of our employees) any unsolicited ideas, suggestions, material, images
or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree
that the following terms will apply, notwithstanding any cover letter
or other terms that accompany them:- Tradeshift has no obligation to review any Unsolicited Materials,
nor to keep any Unsolicited Materials confidential; and - Tradeshift will own, and may use and redistribute, Unsolicited
Materials for any purpose without restriction and free of any
obligation to acknowledge or compensate you.
- Tradeshift has no obligation to review any Unsolicited Materials,
- You acknowledge and agree that we and/or our licensors own all
- Indemnification and Release
- You agree to defend, indemnify and hold harmless Tradeshift, its
subsidiaries and affiliates and their respective directors, officers,
employees and agents from and against all claims and expenses,
including attorneys’ fees, arising out of or related to:
(a) any Content submitted or posted by you, in connection with the
Services, or any use of the Site or the Services in violation of these
Terms of Service; (b) fraud you commit or your intentional misconduct
or gross negligence; or (c) your violation of any applicable law or
rights of a third-party. You are solely responsible for your
interactions with other users of the Site and Services. To the extent
permitted under applicable laws, you hereby release Tradeshift from
any and all claims or liability related to any conduct or user
Content, whether online or offline, of any other third-party.
- You agree to defend, indemnify and hold harmless Tradeshift, its
- Limitation of Liability
- IN NO EVENT SHALL TRADESHIFT, ITS SUBSIDIARIES OR AFFILIATES OR ANY
OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS,
PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF
OR RELATED TO: (A) YOUR USE OF THE SITE OR SERVICES; (B) YOUR
INABILITY TO USE THE SITE OR SERVICES; (C) MODIFICATION OR REMOVAL OF
CONTENT SUBMITTED THROUGH THE SERVICES; OR (D) THESE TERMS OF SERVICE.
IN NO EVENT WILL TRADESHIFT’S LIABILITY IN CONNECTION WITH
THE SERVICES EXCEED THE VALUE OF FEES PAID, IF ANY, TO TRADESHIFT
DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM
AROSE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO
THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE
OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
- IN NO EVENT SHALL TRADESHIFT, ITS SUBSIDIARIES OR AFFILIATES OR ANY
- Force Majeure
- Tradeshift shall be excused from performance under these Terms of
Service to the extent it is prevented or delayed from performing, in
whole or in part, as a result of an event or series of events caused
by or resulting from: (a) weather conditions or other elements of
nature or acts of God; (b) acts of war, acts of terrorism,
insurrection, riots, civil disorders or rebellion; (c) quarantines or
embargoes; (d) labor strikes; (e) error or disruption to major
computer hardware or networks or software failures; or (f) other
causes beyond the reasonable control of Tradeshift.
- Tradeshift shall be excused from performance under these Terms of
- Termination
- You are responsible for cancelling your account on our Site. The
account owner (as defined in the sign-up procedure) can cancel the
account at any time on the Site. Tradeshift may terminate
or suspend your use of the Site at any time, for any reason. - On termination of the Terms of Service for any reason, except as
Tradeshift has expressly agreed otherwise:- all licenses granted to you under the Terms of Service shall
immediately terminate; and - we may destroy or otherwise dispose of any of the Customer Data
in our possession in accordance with Clause 5; and - the accrued rights of the parties as at termination, or the
continuation after termination of any provision expressly stated
to survive or which implicitly survives termination, shall not be
affected or prejudiced.
- all licenses granted to you under the Terms of Service shall
- Clauses 4 (Terms Governing the Use of Electronic Invoices and
Exchange of Other Business Documents), 5 (Data and Privacy), 8
(Disclaimer of Warranties), 11 (Intellectual Property), 12
(Indemnification and Release), 13 (Limitation of Liability), 19
(Notices) and 24 (Governing Law and Jurisdiction) and 28
(Translations; Official Version) shall survive any termination of
these Terms of Service. Furthermore, terms associated
with the Early Payment Programs shall survive to enable completion of
obligations You may have to Tradeshift or a Funder for transactions
that have not yet fully settled.
- You are responsible for cancelling your account on our Site. The
- Waiver
- A waiver of any right under the Terms of Service is only effective if
it is in writing and it applies only to the party to whom the waiver
is addressed and to the circumstances for which it is given. Unless
specifically provided otherwise, rights arising under the Terms of
Service are cumulative and do not exclude rights provided by
law.
- A waiver of any right under the Terms of Service is only effective if
- Severability
- If any provision (or part of a provision) of the Terms of Service is
found by any court or administrative body of competent jurisdiction to
be invalid, unenforceable or illegal, the other provisions shall
remain in force. - If any invalid, unenforceable or illegal provision would be valid,
enforceable or legal if some part of it were deleted, the provision
shall apply with whatever modification is necessary to give effect to
the commercial intention of the parties.
- If any provision (or part of a provision) of the Terms of Service is
- Entire Agreement
- The Terms of Service, and any documents referred to in it, constitute
the whole agreement between the parties and supersede any previous
arrangement, understanding or agreement between them relating to the
subject matter they cover. - Each of the parties acknowledges and agrees that in entering into the
Terms of Service it does not rely on any undertaking, promise,
assurance, statement, representation, warranty or understanding
(whether in writing or not) of any person (whether party to the Terms
of Service or not) relating to the subject matter of the Terms of
Service, other than as expressly set out in the Terms of
Service. - These Terms of Service may be updated from time to time by
Tradeshift. You agree to check this page periodically and your
continued use of the Services constitutes your acceptance to such
changes.
- The Terms of Service, and any documents referred to in it, constitute
- Notices
- Any notice required to be given under this agreement shall be in
writing in English and shall be delivered by either (a) express
courier service, or (b) hand, or (c) sent by pre-paid first-class post
with return receipt or (d) delivered electronically to you on the Site
or via an email address provided by you within the Site. - A notice delivered by hand or express courier shall be deemed to have
been received when delivered (or if delivery is not in business hours,
at 9 am on the first Business Day following delivery). A correctly
addressed notice sent by pre-paid first-class post shall be deemed to
have been received five (5) days after being sent by post. A notice
sent electronically or via the Site shall be deemed to have been
received at the time of transmission.
- Any notice required to be given under this agreement shall be in
- Copyright Policy and Digital Millennium Copyright Act (DCMA)
Procedures- Tradeshift reserves the right to terminate your or any
third-party’s right to use the Site or the Services if such
use infringes the copyrights of another. Tradeshift may, under
appropriate circumstances and at its discretion, terminate your or any
third-party’s right to access to the Site, if Tradeshift
determines that you or a third-party is a repeat infringer. If you
believe that any material has been posted via the Services by any
third-party in a way that constitutes copyright infringement, and you
would like to bring it to Tradeshift’s attention, you must
provide Tradeshift’s DMCA Agent identified below with the
following information: (a) an electronic or physical signature of the
person authorized to act on behalf of the owner of the copyrighted
work; (b) an identification of the copyrighted work and the location
on the Site or in the Services of the allegedly infringing work; (c) a
written statement that you have a good faith belief that the disputed
use is not authorized by the owner, its agent or the law; (d) your
name and contact information, including telephone number and email
address; and (e) a statement by you that the above information in your
notice is accurate and, under penalty of perjury, that you are the
copyright owner or authorized to act on the copyright
owner’s behalf. The contact information for
Tradeshift’s DMCA Agent for notice of claims of copyright
infringement is: Tradeshift Holdings Inc, 447 Sutter Street, Suite 405
Floor, Attention: Legal, San Francisco California 94105 USA.
- Tradeshift reserves the right to terminate your or any
- Assignment
- You may not assign these Terms of Service, or any rights, benefits or
obligations hereunder, by operation of law or otherwise, without the
express written permission of Tradeshift; provided, however, that you
may assign these Terms of Service in connection with a stock sale,
merger or sale of all or substantially all of your assets to a third
party. Any attempted assignment that does not comply with these Terms
of Service shall be null and void. Tradeshift may assign these Terms
of Service, in whole or in part, to any third-party in its sole
discretion.
- You may not assign these Terms of Service, or any rights, benefits or
- No Partnership or Agency
- Other than the E-Invoicing Issuance and E-Signature Authorization made by You above, nothing in the Terms of Service is intended to or shall operate to
create a partnership between the parties, or authorize either party to
act as agent for the other, and neither party shall have the authority
to act in the name or on behalf of or otherwise to bind the other in
any way (including, but not limited to, the making of any
representation or warranty, the assumption of any obligation or
liability and the exercise of any right or power).
- Other than the E-Invoicing Issuance and E-Signature Authorization made by You above, nothing in the Terms of Service is intended to or shall operate to
- Conflict
- If there is an inconsistency between any of the provisions of the
Terms of Service and the EDI Terms, the provisions of the EDI Terms
shall prevail.
- If there is an inconsistency between any of the provisions of the
- Governing Law and Jurisdiction
- Who you are contracting with under these Terms of Service, who you
should direct notices to under these Terms of Service, what law will
apply in any lawsuit arising out of or in connection with these Terms
of Service, and which courts have jurisdiction over any such lawsuit,
depend on where you are domiciled. Notwithstanding the foregoing, the
parties may agree to alternate governing law for specific Additional
Services.If you are domiciled in : You are contracting with : Notices should be addressed to : The governing law is : The United Kingdom Tradeshift Network Ltd Lower Ground Floor, One George Yard, London, United Kingdom EC 3V 9DF Laws of England Denmark Tradeshift ApS Lændemarket 10, 1st floor 1119 Copenhagen K Denmark Denmark France Tradeshift SAS 77 Boulevard Vauban 59040 LILLE CEDEX France France All other countries in the European Union Tradeshift ApS Lændemarket 10, 1st floor 1119 Copenhagen K Denmark Denmark China Tradeshift (Suzhou) Software Ltd 4-A5F SIS Park No.328 Xinghu Street, SIP Suzhou 215000 China China The United States and all other countries not specifically
referenced aboveTradeshift Inc. 447 Sutter Street, Suite 405
San Francisco, CA 94108 USACalifornia* and controlling United States federal law * New York law shall apply to the Terms of Service as
applicable to the Tradeshift CASH ““ Direct
program.In the event of a dispute between you and Tradeshift, the parties
agree to negotiate in good faith a resolution of the dispute. If a
resolution cannot be reached after at least thirty (30) days of
negotiations, the dispute shall be resolved either through
arbitration, if agreed to by the parties, or in the court having
exclusive jurisdiction. In any dispute, the prevailing party shall be
entitled to recover its attorneys’ fees. You and Tradeshift
agree that any cause of action arising out of or related to the Site
or the Services must be commenced within one (1) year after the cause
of action arose; otherwise, such cause of action is permanently
barred.We each agree that we shall bring any dispute against the other in
our respective individual capacities and not as a plaintiff or class
member in any purported class, representative proceeding or as an
association.A printed version of the Terms of Service and of any notice given in
electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to the Terms of Service to the same
extent and subject to the same conditions as other business documents
and records originally generated and maintained in printed form. If
any part of this Clause 24 is ruled to be unenforceable, then the
balance of this Clause 24 shall remain in full effect and construed
and enforced as if the portion ruled unenforceable were not contained
herein.
- Who you are contracting with under these Terms of Service, who you
- Additional Disclosures. We reserve the right, without liability to you,
to disable, suspend or terminate your access to the Services, the Site,
your account or any material if you breach any provision of the Terms of
Service (or any other agreement with Tradeshift) or if your use of or
access of the Services would violate any law, rule, regulation applicable
to Tradeshift or expose Tradeshift to unreasonable risk. If you are a
California resident, you may report complaints to the Complaint Assistance
Unit of the Division of Consumer Services of the California Department of
Consumer Affairs by contacting them in writing at 400 R Street,
Sacramento, CA 95814, or by telephone at (800) 952-5210. The provisions of
these Terms of Service apply equally to and are for the benefit of
Tradeshift, its subsidiaries, affiliates, Tradeshift’s
third-party licensors, and each shall have the right to assert and enforce
such provisions directly. Tradeshift may utilize
sub-contractors to perform the rights or obligations stated herein. - Export Compliance
- The Services and Software are subject to local and extraterritorial
export control laws and regulations including but not limited to, no
matter from where you are accessing the Site, compliance with United States Export Administration Regulations
(“EAR”) administered by the U.S. Department of
Commerce’s Bureau of Industry and Security and any
regulations or licenses administered by the Department of
Treasury’s Office of Foreign Assets Control
(“OFAC”). - You represent and warrant that you and your Users are not restricted
party on any U.S. Government, European Union, or United Kingdom
sanction or denied party list. You shall comply with such export
control laws and regulations laws and regulations governing use,
access, provision of services, export, re-export, and transfer of
Services and Software and will obtain all required local and
extraterritorial authorizations, permits or licenses. - You and your Users will not use the Services from, or facilitate
transactions with, an organization or national resident located in, a
Restricted Territory, where “Restricted
Territory” includes those countries to which the United
States, EU Commission, or the government of United Kingdom has
prohibited the export, re-export, or transfer of products, technology,
services or data, directly or indirectly to. (including but not
limited to Cuba, Iran, North Korea, Sudan and Syria),Without limiting
the foregoing, this means that You may not use the Services to conduct business with
any Person or organization on the U.S. Treasury Department list of
Specially Designated Nationals, or the U.S. Department of
Commerce Denied Persons List or Entity List (as they may
be amended from time to time and which, for convenient reference only,
may be found at websites such as:
Treasury OFAC SDN list
and bis.doc.gov). - Tradeshift may block access to the Services from locations based on
geographic indicators in a good faith effort to comply with the above
export laws. The export obligations under this Section shall survive
the expiration or termination of this Agreement.
- The Services and Software are subject to local and extraterritorial
- Tradeshift Cash – Early Payment Features and Programs for Sellers
““ Addressing dynamic discounting, supply chain finance and other advance
payment offerings
– Additional terms and condition for certain Early Payment programs for
Sellers are found at Seller Early Payment Terms and are incorporated herein. Note: This clause applies
if You (your organization) are a Seller on the Service, and if You use a
specific feature, request consideration for enrollment in an early payment
program or enroll in a Tradeshift early payment program identified in such
terms. - Translations; Official Version
- Any version of these Terms of Service that are not in the English
language are translated for the convenience of the
reader. At all times the official version of these Terms
of Service is the English version (“Official
Version”). In the event of any conflict between the meaning
of a non-English version and the Official Version, the Official
Version shall control (regardless of which language version You
clicked to accept).
- Any version of these Terms of Service that are not in the English
* * * * *
V. 2024/1 – 12 Jan 2024