Privacybeleid
26 augustus 2024
These Terms and Conditions ("Terms") constitute a binding agreement between Rewize B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered office at Klokgebouw 152, 5617 AA Eindhoven, The Netherlands and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 95905162 ("Rewize", "we", "us"), and the legal entity executing an Order Form, registering for a Free Trial, installing the Rewize Shopify App, or using the Service ("Customer", "you").
By creating an account or accessing the Rewize platform at https://app.getrewize.com (the "Platform"), you agree to be bound by these Terms.
1. DEFINITIONS
"Customer Data" means all electronic data, information, and materials submitted by or for Customer to the Service, including but not limited to inventory levels, sales history, supplier pricing, and purchase orders.
"Derived Data" means data created by the aggregation, anonymization, processing, or analysis of Customer Data by Rewize, specifically including data used to train forecasting models.
"Service" means the inventory forecasting, purchase order management, and analytics software provided by Rewize.
2. ACCESS AND USE OF SERVICES
2.1 License Grant. Subject to these Terms and payment of applicable fees, Rewize grants Customer a non-exclusive, non-transferable right to access and use the Service for its internal business operations.
2.2 Free Trial.
No Warranty: The Free Trial is provided "AS-IS" without warranty of any kind.
Conversion: At the end of the Trial, the account will not automatically convert to a paid subscription unless Customer explicitly opts in.
Data Retention: If Customer does not convert, Rewize reserves the right to delete Customer’s account data after 30 days.[1] However, Rewize retains the right to keep anonymized Derived Data generated during the Trial for model training purposes indefinitely.
2.3 Acceptable Use. Customer agrees not to use the Service to manage inventory for goods that are illegal, prohibited by applicable laws, or subject to international trade sanctions.
3. INTEGRATIONS AND COMMUNICATIONS
3.1 Third-Party Platforms.
The Service relies on connections to third-party platforms (e.g., Shopify, Magento). Rewize is not liable for service interruptions, data corruption, or synchronization errors caused by the unavailability, API changes, or rate limits of these third-party platforms.
3.2 Email Deliverability (PO Management).
Rewize may facilitate the sending of Purchase Orders via email. Customer acknowledges that email delivery is subject to third-party spam filters and network issues. Rewize does not guarantee that emails sent via the Service will land in the recipient's inbox. Customer is responsible for confirming receipt of orders with their suppliers.
4. DATA RIGHTS AND AI TRAINING
4.1 Customer Responsibility.
Input Accuracy: Customer is solely responsible for the completeness, accuracy, and consistency of the Customer Data (including correct bundle mappings, lead times, and stock levels).
Consequences: Rewize assumes no liability for forecasting errors, stockouts, or overstock situations resulting from faulty inputs or Customer’s failure to configure the Service correctly.
4.2 AI License.
You grant Rewize a perpetual, irrevocable, worldwide, royalty-free license to access, process, and analyze Customer Data to:
Generate Derived Data;
Train, tune, and improve our artificial intelligence models; and
Develop new features.
Rewize owns all rights in the Derived Data and the resulting AI models.
4.3 Privacy & PII.
Scope: We do not store Personally Identifiable Information (PII) of your end-consumers. We retain only Country and State/Province data for regional forecasting.
DPA: To the extent Rewize processes personal data on behalf of Customer, such processing is governed by our Data Processing Agreement (DPA), available at [Link to DPA], which is incorporated herein by reference.
5. FEES, TIERS, AND PAYMENT
5.1 Fees and Order Forms.
The fees for the Service are set forth in the specific Order Form, quote, or online checkout flow executed by Customer ("Order Form"). Unless otherwise stated in the Order Form, fees are based on the Customer’s annual Gross Merchandise Value ("GMV") or revenue as processed through the Service.
5.2 Revenue Tiers and Upgrades.
Customer acknowledges that the Subscription Fee is tiered based on Customer’s GMV.
Monitoring: Rewize monitors Customer’s GMV via the connected third-party platforms.
Tier Upgrades: If Customer’s actual GMV exceeds the threshold of their current pricing tier, Rewize reserves the right to upgrade Customer to the appropriate higher tier. Rewize will notify Customer of such upgrade, and the increased fee will apply starting from the next billing cycle.
5.3 Invoicing and Payment.
Unless specified otherwise in the Order Form, fees are billed in advance. Payment is due within fourteen (14) days of the invoice date.
5.4 Price Indexation.
Rewize is entitled to increase its base fees once per calendar year to reflect inflation or service improvements, upon at least 30 days' written notice. If the increase exceeds 8%, Customer has the right to terminate the Agreement.
6. SECURITY AND CONFIDENTIALITY
6.1 Measures. Rewize uses commercially reasonable measures (including encryption) to secure Customer Data.
6.2 Supplier Secrecy. Rewize acknowledges that supplier pricing is a trade secret. We will never disclose your specific supplier prices or relationships to other customers or third parties.
6.3 Subprocessors. Customer agrees that Rewize uses EU-based cloud infrastructure (Google Cloud Platform, MongoDB Atlas) to host the Service.
7. INTELLECTUAL PROPERTY & MARKETING
7.1 Ownership. Rewize owns the Platform and the AI models. Customer owns the Customer Data.
7.2 Feedback. Customer grants Rewize a worldwide, perpetual, irrevocable, royalty-free license to use, modify, distribute, and incorporate into the Service any suggestions or feedback provided by Customer. Customer waives any moral rights regarding such Feedback.
7.3 Marketing. Customer grants Rewize a limited license to use Customer’s name and logo on the Rewize website. Customer may opt out via email.
8. WARRANTIES AND DISCLAIMERS
8.1 "As Is". THE SERVICE IS PROVIDED "AS IS." REWIZE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8.2 Forecasting Disclaimer.
Customer acknowledges that the Service provides probabilistic predictions based on historical patterns.
No Guarantee: Rewize does not guarantee that forecasts or purchasing suggestions will be accurate.
Business Decisions: Customer is solely responsible for all purchasing decisions. Rewize is not liable for lost profits, dead stock, or missed sales in any circumstance.
8.3 Beta Features.
From time to time, Rewize may invite Customer to try "Beta" or "Early Access" features. Customer acknowledges that these features may be unstable. REWIZE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF BETA FEATURES.
9. LIMITATION OF LIABILITY
9.1 Liability Cap. Rewize’s total cumulative liability arising out of or related to this Agreement shall not exceed the total amount paid by Customer to Rewize in the twelve (12) months preceding the event.
9.2 Exclusions. Rewize shall not be liable for indirect, incidental, or consequential damages (including loss of data or profits).
9.3 Dutch Law Exception. The limitations in this Section 9 shall not apply to damages resulting from the intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of Rewize’s management.
10. INDEMNIFICATION
10.1 By Customer. Customer shall indemnify, defend, and hold harmless Rewize and its officers, directors, and employees from and against any and all third-party claims, damages, and costs (including reasonable legal fees) arising out of or related to:
(a) Customer's use of the Service in violation of this Agreement or applicable law;
(b) Any allegation that the Customer Data infringes the intellectual property or privacy rights of a third party; or
(c) Customer's gross negligence or willful misconduct.
11. TERM, TERMINATION, AND FORCE MAJEURE
11.1 Term. This Agreement continues until the subscription expires or is terminated.
11.2 Termination. Either party may terminate for material breach with 30 days' notice.
11.3 Force Majeure. Neither party shall be liable for any failure or delay in performance (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, failure of internet or telecommunications service providers, or outages of third-party cloud infrastructure providers (e.g., Google Cloud, MongoDB Atlas).
12. GOVERNING LAW
12.1 Law. These Terms are governed by the laws of the Netherlands.
12.2 Jurisdiction. Any disputes shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam.
CHANGES TO TERMS AND CONDITIONS
We may update these Terms and Conditions from time to time. We will notify you of any changes by posting the new Terms and Conditions on this page, i.e. https://rewize.ai/terms.