Xendo Technologies LTD (“we”, “us” or “our”) provides this website, app and services (the “Site”), as a service to our customers (“you”, “your”, “merchants”, “users”). Your use of the Site is subject to the following terms and conditions (the “Site Terms”).
Please read these Site Terms carefully. These Site Terms are a legal agreement between us and our affiliates (collectively, “Xendo”) and you, and the Site Terms govern your use of the Site. By accessing or using the Site, you agree to be bound by these Site Terms and all additional terms incorporated by reference in these Site Terms. Your use of the Site is also subject to the Xendo Privacy Notice (“Privacy Notice”), accessible at the following URL:______which covers how we collect, use, share, and store personal information of users.
1. Site: Your use of the Site is subject to the following Site Terms which are based on services Xendo offers to merchants in respect to the Import One-Stop Shop (“IOSS”) solution.
2. Access and Control: As a condition of your use, you warrant to Xendo that you will not use the Site for any unlawful or prohibited purpose. Xendo grants you a limited, revocable, non-transferable and non-exclusive license to access and use this Site. You may not reproduce, duplicate, sell, or redistribute any portion of this Site except with the prior written consent of Xendo. You also may not disturb the normal operation of this Site, nor infringe the integrity of this Site by hacking, preventing or limiting access to this Site for other users or alter the materials found on this Site. You shall not use the Site in a way that could damage, disable, overburden, or otherwise impair them or interfere with any other party’s use. You agree not to use the Site to collect, upload, transmit, display, reverse engineer, copy, share or distribute any information, data, or other content in order to create, build, or modify a similar or competitive service. Any material you send or post to our Site shall be considered non-proprietary and not confidential. Unless you advise us to the contrary, we will be free to copy, disclose, distribute, incorporate and otherwise use such material for any and all purposes.
Furthermore, you shall not use the Site to, nor permit any third party to: (a) promote your offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally yours and without permission of the intellectual property rights owner; or (d) impersonate someone else, falsely represent your identity or qualification, or breach another’s privacy.
3. Intellectual Property and Trademarks. Xendo and its licensors own all right, title, and interest in the Site, its’ IOSS number, and including without limitation all copyright, trademark, trade secret, and patent right, and reserves all such intellectual property rights. The names, logos, graphics, brands, and icons on the Site (other than those belonging to third parties) are Xendo’s trademarks or trade dress. Our trademarks and trade dress shall only be used in connection with our services. You shall not use our trademarks or trade dress without our consent or in connection with any products or services that are not Xendo’s in a way that is likely to cause confusion among consumers or that disparages or discredits Xendo. All third-party trademarks on the Site are the property of their respective owners, who may or may not be affiliated with Xendo. You acknowledge that Xendo’s IOSS number is considered confidential therefor you will not share, copy, modify, reproduce, or disclose Xendo’s IOSS number without the prior written consent of Xendo. You shall be fully liable for any claim, loss, damage, fines, or penalties incurred by Xendo or any third party due to your breach of this clause,
4. Privacy. Any submission by you of personal information shall be governed by Xendo’s Privacy Notice, [ ]. You acknowledge that Xendo does not wish to receive any personal information from you that is not necessary for Xendo to perform its obligations, and, unless the parties specifically agree otherwise, Xendo may reasonably presume that any unrelated information received from you is not confidential or proprietary information. Subject to certain requests by regulatory authorities, it may become necessary for Xendo to obtain personal information. You represent and warrant that you have obtained all necessary consents; and, any personal information that you have disclosed to Xendo, has been collected and disclosed in accordance within the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK Data Protection Act 2018 as well as other similar local, state, federal and international data privacy regulations (collectively and individually, the “Applicable Data Privacy Laws”).
5. Accounts and Passwords. If any part of the Site requires you to open an account (“User Account”), you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Xendo or another party due to someone else using your account or password. You agree to notify Xendo immediately of any unauthorized use of your account or any other breach of security. Xendo will not be liable for any loss or damages that you may incur as a result of someone else using your password or account.
6. Aggregated Output and Data. Xendo may use various business intelligence output generated by your transaction data from the services solely (a) to produce reports for Xendo’s internal business purposes in order to maintain, evaluate, develop, and improve Xendo's services, and (b) to create aggregated, anonymized data. Xendo owns all right, title, and interest in and to aggregated, anonymized data. Xendo shall hold such Aggregated Ouput in strict confidence and shall not disclose it to third parties except to the extent reasonably necessary provided that the third party is bound by a legally binding obligation of confidentiality and restricted use at least as protective as this section. Further, Xendo may request any and all data related to orders (your stores sales) for which Xendo's IOSS number was utilized. You agree to provide any and all such data requests to Xendo within seven (7) business days from the original request.
7. Indemnification. You agree to defend, indemnify, and hold harmless Xendo, its affiliates, agents, representatives, contractors, and all of their respective directors, officers, employees, partners, members, shareholders, principals, agents, and their predecessors, successors, and assigns from and against any and all actions, claims, proceedings, damages, settlements, judgments, liabilities, obligations, costs, and expenses (including without limitation attorneys' fees and litigation expenses) relating to or arising from the Site, your use of the Site, your fraud, violation of law, breach of these Site Terms, or willful misconduct, and any breach by you of the Website Privacy Policy Notice.
8. Disclaimer of Warranties and Limitation of Liability. THE SITE IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, XENDO (ON BEHALF OF ITSELF AND THE XENDO PARTIES) DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUIET ENJOYMENT, IN CONNECTION WITH THE SERVICES AND YOUR USE OF THE SITE. XENDO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, CURRENCY, OR COMPLETENESS OF THE PRODUCTS, SERVICES, OUR SITE, OR THE CONTENT OF ANY SITES LINKED TO OUR SITE. XENDO DOES NOT WARRANT THAT THE SITE WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE. THE XENDO PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SITES AND OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE XENDO PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. IN ADDITION, WE ARE NOT OBLIGATED TO PROVIDE ANY MAINTENANCE, TECHNICAL, OR OTHER SUPPORT FOR THE SERVICES.
XENDO SHALL NOT BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
9. Links to Third-Party Sites. Certain links on the Site may take you to third-party websites. Xendo provides these links only as a convenience to you and the use by Xendo of such links does not imply any warrant or endorsement of the third party, its products, services, or its site. Your use of such third-party content, products, or services shared through our Site, is at your own risk. Xendo shall have the right, but not the obligation, in its sole discretion, to refuse, delete or remove any third-party content, products, or services that may be offered through the Site for any reason, including without limitation a violation of applicable law.
10. Revisions. Xendo reserves the right to revise any of the terms and conditions contained in Site Terms our Privacy Policy at any time and in our sole discretion by posting such revisions on our Sites.
11. Consent and Acknowledgement. By agreeing to these Site Terms and your use of the Site, you acknowledge and agree that you will use the Xendo app in conjunction with Xendo’s IOSS number only for; (a) the goods and or products purchased are located outside of the European Union; (b) the goods and or products are valued under €150 per consignment; and (c) that such goods and or products are not subject to any applicable excise duty. You acknowledge that Xendo relies on the correctness of all documentation and information, whether in written or electronic format, provided by you. You shall use care to ensure the correctness of all such information and shall indemnify and hold Xendo harmless from all claims asserted and/or liability or losses suffered by reason of your failure to disclose information or any incorrect, incomplete, or false statement by you which Xendo relied. You acknowledge and agree that Xendo does not provide legal advice, including professional tax opinions or advice. You acknowledge and agree that Xendo is an electronic interface and deemed supplier . You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale. Our services are not a marketplace.
12. Applicable Law, Jurisdiction, Venue. The laws of England and Wales will govern these Site Terms and your use of the Site, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Site or these Site Terms, both you and Xendo agree to personal jurisdiction in, and exclusive venue of, the courts located in England.