Terms of Service
These updated terms went into effect on 11 Sep 2019, at 12 a.m. Eastern Time. 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 Service 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.
The Services are run by Tradeshift Holdings Inc. and its 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:
- 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.|
|“Seller”||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.
- 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).
- 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
- 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 B.
- 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.
- 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 9.
- 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 the following services to you:
- 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:
- Exchange of EDI Messages
- 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.
- 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(e) 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.
- 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 which by their nature are intended to survive beyond the period covered by these EDI Terms.
- 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 Seler, 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 (the “Regional Reference Document”).
- For those jurisdictions supported by the Services to receive electronic signatures as identified in the Regional Reference Document, You, in your roles 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.
c. 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.
- 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.
- 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.
- 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.
- 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, 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.
- 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.
- 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, TRADESHFT 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.
- 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:
- You shall:
- 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.
- 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 Service or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site or the Services.
- 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.
- 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 Service 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.
- 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 Service (the “Subscription Fees”) and the term of the subscription (“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 Service (the “Effective Date”) for the Subscription Fees payable in respect of the initial term of the Paid Service (“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.
- 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.
- 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.
- 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 firstname.lastname@example.org (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.
- 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.
- 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.
- 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.
- 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.
- Clauses 4 (Terms Governing the Use of Electronic Invoices and Exchange of Other Business Documents), 5 (Data and Privacy), 7 (Disclaimer of Warranties), 10 (Intellectual Property), 11 (Indemnification and Release), 12 (Limitation of Liability), 18 (Notices) and 23 (Governing Law and Jurisdiction) 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.
- 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.
- 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.
- 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 Service constitutes your acceptance to such changes.
- 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 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.
- 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, 221 Main Street, 2nd Floor, Attention: Legal, San Francisco California 94105 USA.
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.
- 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).
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.
- 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 courts with exclusive jurisdiction are in :|
|The United Kingdom||Tradeshift Network Ltd||Irongate House 22-30 Dukes Pl, London EC3A 7LP United Kingdom||England||London, England|
|Denmark||Tradeshift ApS||Lændemarket 10, 1st floor 1119 Copenhagen K Denmark||Denmark||Copenhagen, Denmark|
|France||Tradeshift SAS||54-56 Avenue Hoch, Paris 75008 France||France||Paris, France|
|All other countries in the European Union||Tradeshift ApS||Lændemarket 10, 1st floor 1119 Copenhagen K Denmark||Denmark||Copenhagen, Denmark|
|China||Tradeshift (Suzhou) Software Ltd||4-A5F SIS Park No.328 Xinghu Street, SIP Suzhou 215000 China||China||Suzhou, China|
|The United States and all other countries not specifically referenced above||Tradeshift Inc.||221 Main Street, 2nd Floor, San Francisco, CA 94105 USA||California* and controlling United States federal law * New York law shall apply to the Terms of Service as applicable to the Tradeshift CASH – Direct program.||San Francisco, California|
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 23 is ruled to be unenforceable, then the balance of this Clause 23 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
- 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 Service 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.
3. 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: http://www.treasury.gov/ofac/downloads/sdnlist.txt and http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm).
- 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.
26. 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 http://tradeshift.com/legal/seller-early-payment-terms and are incorporated herein.
Note: This clause only applies if You (your organization) are a Seller on the Service, and if You use a specific feature or enroll in a Tradeshift early payment program identified in such terms
27. 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).