BPO End Customer Terms and Conditions
Last Updated: March 15, 2024
These End Customer Terms and Conditions (“Agreement”) apply to the End Customer’s use of commercetools e-commerce software-as-a-service products as purchased by the End Customer through the BPO Partner.
Any terms and conditions of the End Customer that are referred to in any declaration of acceptance or Purchase Order between End Customer and its BPO Partner shall not apply to commercetools and commercetools expressly rejects their validity or applicability.
Capitalized terms are defined at the end of this Agreement.
Section 1 - The Service
1.1. Use of the Service. commercetools grants to End Customer during the Term the right to use and access the Service for End Customer’s internal business purposes only in accordance with the Documentation, the Order Form, and this Agreement.
1.2. End Customer Users. The employees and contractors of End Customer may access and use the Service on End Customer’s behalf (each, a “User”). End Customer is responsible for its Users’ use of the Service and compliance with this Agreement.
1.3 Restrictions. End Customer will not (and will not permit anyone else to) do any of the following: (a) use the Service to develop a similar or competing product or service; (b) reverse engineer, decompile, disassemble, or seek to access the source code of the Service or any related features; (c) modify or create derivative works of the Service or copy any element of or related features with the Service (other than as authorized in the Documentation); (d) perform any security integrity review, penetration test, denial of service simulation, or vulnerability scan without prior consent of commercetools; (e) provide access to or sub-license the Service to a third party other than as authorized by commercetools; or (f) send any Prohibited Data to the Service.
Section 2 – Customer Data
2.1. Customer Data. The End Customer represents and warrants that it has all necessary rights, consents, and permissions to use and submit Customer Data to the Service, and will not violate or infringe any applicable laws or third-party rights (including intellectual property, publicity, or privacy rights).
2.2. Data Security Commitments. commercetools uses industry-standard administrative, technical, physical, and organizational measures designed to protect Customer Data for all of commercetools customers across the commercetools multi-tenant architecture. The End Customer shall, without undue delay, inform commercetools of any unauthorized use or breach of security it becomes aware of, or which is affecting the integrity of the Service.
2.3. Customer Data Export; Back-Ups. At any time during the Term, End Customer may export Customer Data in supported formats. commercetools maintains regular back-ups of the Service as set out in the Documentation, for the safety, continuity, and integrity of the Service. End Customer is responsible for its own back-ups to meet its regulatory and internal requirements (such as archiving).
2.4. Obligations. End Customer is responsible for Customer Data, including its content and accuracy. End Customer agrees that its use of the Service and related features will comply with the Documentation.
2.5. Suspension. commercetools may suspend access to the Service and related services if: (a) End Customer breaches Section 1.2 (Restrictions); (b) the applicable fees have not been paid by BPO Vendor when due after commercetools gives BPO Vendor a 30 days’ notice of failure to pay; or (c) there is a risk of harm to other commercetools customers or the security, availability, or integrity of the Service due to End Customer’s use of the Service. Where practicable, commercetools will use reasonable efforts to provide prior notice of any suspension. Once the issue requiring suspension is resolved, without limiting any commercetools remedies, commercetools will promptly restore access to the Service in accordance with this Agreement.
2.6. Systems Operations Data. In order to provide its customers with the benefits of a multi-tenant cloud offering, commercetools may collect and process utilization statistics and other technical data (e.g. page load data) regarding use, configuration, and deployment of the Service to operate, manage, improve, instrument, benchmark, and support the Service; provided, commercetools will not disclose any information derived from such data if doing so would make it possible for a third party to identify End Customer or any individual natural person.
Section 3 – Partner Service Subscription
3.1 Commercial Terms. End Customer will pay the relevant fees to the BPO Partner as agreed between End Customer and the BPO Partner. End Customer’s order details (e.g., scope of use and fees) will be as stated in the Order Form placed by the BPO Partner with commercetools on End Customer’s behalf. BPO Partner is responsible for the accuracy of such Order. commercetools may suspend or terminate End Customer’s rights to use the Service if it does not receive the corresponding payment from the BPO Partner.
3.2 Relationship with commercetools. These terms govern the use of the Service by End Customer. The BPO Partner is not authorized to modify this Agreement or make any promises or commitments on commercetools’s behalf, and commercetools is not bound by any obligations to End Customer other than as set forth in the Agreement. commercetools is not party to (or responsible under) any separate agreement between End Customer and BPO Partner. commercetools is not responsible for any acts, omissions, products or services provided by BPO Partner.
Section 4 - Ownership
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for commercetools’ use rights in this Agreement, as between the parties, End Customer retains all intellectual property and other rights in Customer Data. Except for End Customer’s use rights in this Agreement, commercetools and its licensors retain all intellectual property and other rights in the Service, the Documentation, and related commercetools technology, services, templates, formats, and dashboards, including any modifications or improvements to these items made by commercetools. If End Customer or BPO Partner provides commercetools with feedback or suggestions regarding the Service or other commercetools offerings, commercetools may use the feedback or suggestions without restriction.
Section 5 - Term and Termination
5.1. Term. This Agreement shall commence on the Effective Date of the Agreement between End Customer and its BPO Partner and continue in force until terminated or upon expiration of all Order Forms between End Customer and its BPO Partner for the use of the Service.
Section 6 - Miscellaneous
6.1. Updates. commercetools may modify this Agreement from time to time. The revised version will become effective and binding the next business day after it is posted on this url link.
6.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the governing law as set out in the agreement between commercetools and the BPO Partner.
Glossary of terms
“BPO Partner” means the partner that is authorised by commercetools to re-sell and make available the commercetools Service to its End Customer.
“commercetools” means commercetools GmbH located at Adams-Lehmann-Str. 44, 80797 Munich, Germany, including its affiliates.
“Customer Data” means the data, information, or content that is sent to the Service.
“Documentation” means the commercetools technical guides and documentation made available from the dedicated ‘Documentation’ page of the commercetools website set out here: https://docs.commercetools.com/docs/.
“End Customer” means the customer that has entered into an Order Form with the BPO Partner for the Service.
“Order Form” means a purchasing contract for access to the Service or related services that is executed by the End Customer and the BPO Partner and references this Agreement.
“Prohibited Data” means any: (1) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (3) credit, debit, or other payment card data or financial account information, including bank account numbers; (4) credentials granting access to an online account; (5) social security numbers, driver’s license numbers, or other government identification numbers; and (6) other data or information subject to regulation or protection under applicable laws.
“Service” means the generally-available commercetools products purchased in an Order Form.
“Term” means the then-current period of use set out in an Order Form.