Stedger

Terms of service

Effective date: 10th of June, 2024

The following contains our Terms of Service (“Agreement”) and applies to the access and usage of the services provided by Stedger ApS. By signing up for a Stedger account, you agree to be bound by and follow the Terms of Service detailed below.

As used in these Terms of Service, “Stedger” means Stedger ApS, and “you” means the service user, or the business employing the service user (if registering for or using Stedger as a business) and any of its affiliates.

Stedger provides an e-commerce service solution that enables the transfer and processing of product and order data for e-commerce vendors.

If you have entered your credit card, the “Start Date” is the day your trial ends and your subscription begins.

1. The Service

1.1 General

Stedger must use reasonable efforts to provide the Services:

  1. in accordance with the Agreement and Danish law;
  2. exercising reasonable care, skill, and diligence; and
  3. using suitably skilled, experienced, and qualified personnel.

1.2 Non-exclusive

Stedger’s provision of the Services to you is non-exclusive. Nothing in the Agreement prevents Stedger from providing the Services to any other person or company.

1.3 Fees and Payment Terms

The following prices are applicable to retailer accounts

  1. 59 EUR excl. VAT per month for using Stedger as a retailer. The price is per Stedger Account.
  2. 99 EUR excl. VAT per month for using Stedger as a brand/supplier. The price is per Stedger Account.
  3. 0,015 EUR excl. VAT per month per synchronized product through Stedger.
  4. 2% excl. VAT for products sold through Stedger.
  5. Other services agreed between you and Stedger are subject to a separate agreement.
  6. Payment is automatically processed on the 3rd day of a month through Stripe (credit card).

2. Data

2.1 Supplier Access to Data:

  1. You acknowledge that:
    1. Stedger may require access to the Data to exercise its rights and perform its obligations under the Agreement; and
    2. To the extent necessary, Stedger may authorise a member or members of its personnel to access the Data for this purpose.
  2. You must arrange all consents and approvals that are necessary for Stedger to access the Data as described in clause 2.1.1.

2.2 Analytical Data:

You acknowledge and agree that:

  1. Stedger may:
    1. use Data to generate anonymized and aggregated statistical and analytical data (Analytical Data); and
    2. use Analytical Data for Stedger’s internal research and product development purposes to conduct statistical analysis and identify trends and insights;
  2. Stedger’s rights under clause 2.2.1 above will survive termination or expiry of the Agreement; and
  3. title to, and all Intellectual Property Rights in, Analytical Data is and remains Stedger’s property.

2.3 International Storage of Data

You agree that Stedger may store Data (including any Personal Information) in secure servers in the USA and may access that Data (including any Personal Information) in the USA and the European Union from time to time.

3. Liability

3.1 Maximum liability

The maximum aggregate liability of Stedger under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), or otherwise, must not in any Year exceed an amount equal to the Fees paid by you under the Agreement in the previous year (which in the first year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).

3.2 Unrecoverable loss

Neither party is liable to the other under or in connection with the Agreement or the Services for any:

  1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
  2. consequential, indirect, incidental, or special damage or loss of any kind.
  3. any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill based on actions or results of actions of Third Parties

4. Term and Termination

4.1 Duration and notice

Unless terminated under this clause 4, the Agreement:

  1. starts on the Start Date and ends on the End Date; but
  2. For retailers: The Agreement continues for successive terms of 1 month from the Start Date unless a party gives 30 days’ notice that it will terminate on the expiry of the then-current month.
  3. For brands/suppliers: The Agreement continues for successive terms of 3 months from the Start Date unless a party gives 90 days’ notice that it will terminate on the expiry of the third following month.

4.2 Price changes

  1. Price changes made by Stedger need to be notified 90 days in advance. If you do not agree to the proposed price changes, you can terminate the Agreement with immediate effect by the end of the three months.

4.3 Material breach

If a material breach occurs, Stedger can immediately terminate the contract, and remove all your access to the platform with immediate effect.

4.4 Termination

If either party terminates the contract as stated in 4.1.2 and 4.2, you will no longer have access to Stedger’s systems after the termination date.

4.5 Trial

A trial lasts for 14 days. No credit card is required.

Adding a credit card will start a subscription once the trial period is over.

During a trial, the limitations for retailers are as follows:

  1. A maximum of 1.000 products connected through Stedger.
  2. A maximum of 10 orders managed by Stedger.

5. Intellectual Property

5.1 Ownership

Title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of Stedger (and its licensors). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

5.2 Know-how

To the extent not owned by Stedger, you grant Stedger a royalty-free, transferable, irrevocable, and perpetual license to use for Stedger’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Stedger in the provision of the Services.

5.3 Feedback

If you provide Stedger with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

  1. All intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications, or derivative works), are owned solely by Stedger; and
  2. Stedger may use or disclose the feedback for any purpose.

5.4 Paid Extra Features

If Stedger develops any extra features, requested by and paid for by you, relating to the Services or Underlying Systems:

  1. all Intellectual Property Rights developed in that process, and anything created as a result of that development (including new material, enhancements, modifications or derivative works), are owned solely by Stedger.

6. Third-Party Services

6.1 Integration

You may choose to integrate Third-Party Services with our Services. Your use of such Third-Party Services is governed solely by the terms and conditions of those third-party providers.

6.2 Liabilities

Stedger is not responsible for any aspect of Third-Party Services, including their performance, security, or data privacy practices.

7. Continuous Development

7.1 Improvements

Stedger is continually improving its Services and may introduce new features or enhancements. These updates may be provided automatically without notice.

7.2 Customer Impact

Stedger will use reasonable efforts to minimize disruptions to the Services during the implementation of such updates.

8. General Provisions

8.1 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in effect.

8.2 Waiver

Failure to enforce any provision of this Agreement will not constitute a waiver.

8.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

8.4 Amendments

This Agreement may be amended only by a written document signed by both parties.

9. General

9.1 Force Majeure

Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:

  1. immediately notifies the other party and provides full information about the Force Majeure;
  2. uses best efforts to overcome the Force Majeure; and
  3. continues to perform its obligations to the extent practicable.

9.2 Governing law and jurisdiction

The agreement is subject to Danish law and any dispute regarding this agreement shall be settled by the city court of Copenhagen.

9.3 Changes

You acknowledge that the Service is an on-line, subscription-based product, and that to provide improved customer experience Stedger may make changes to the Service provided, however Stedger will not materially decrease the core functionality of the Service. Stedger may also unilaterally modify the terms of this Agreement by notifying you at least thirty (30) days prior to such changes taking effect and posting such changes at https://stedger.com/service-terms.

10 Notices

A notice given by you under the Agreement must be delivered to the email hello@stedger.com. Any notice by Stedger will be sent to you using the email you have provided for your stedger account.