Terms of Service
Last updated: January 15, 2025
1. Acceptance of Terms
By creating a Merkiz account or using the Merkiz platform, you agree to these Terms of Service ('Terms'). These Terms form a binding contract between you (or the company you represent, 'Customer') and Merkiz UAB ('Merkiz'). If you do not agree to these Terms, do not use the platform. These Terms apply to all users of the Merkiz platform, including account administrators, team members, and buyers accessing a Customer's Merkiz-powered store.
2. Description of Services
Merkiz provides a B2B e-commerce store platform on a subscription basis ('Service'). The Service includes: hosted online store infrastructure, product catalog management tools, ERP and EDI integration features (depending on plan), buyer account management, order management, analytics, and mobile applications. Merkiz may update, modify, or discontinue features of the Service with reasonable notice. Material changes to the core Service will be notified at least 30 days in advance.
3. Account Registration and Security
You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately at security@merkiz.com if you suspect unauthorized access to your account. Merkiz offers two-factor authentication and we strongly encourage enabling it. You must not share account credentials between multiple individuals - each team member should have their own account.
4. Subscription and Payment
Subscriptions are billed monthly or annually as selected. Prices are in EUR and exclude applicable VAT. Annual subscriptions are billed upfront. Payment is due at the start of each billing period. We accept major credit cards and SEPA direct debit. If payment fails, we will retry 3 times over 7 days and notify you by email. After 14 days of non-payment, we may suspend your store. Refunds are not provided for partial months on monthly plans. Annual subscriptions may be refunded on a pro-rated basis within 30 days of payment if requested.
5. Acceptable Use
You may use Merkiz only for lawful B2B commerce purposes. You must not: use the platform for B2C retail unless specifically permitted by your plan, upload illegal, fraudulent, or harmful content, attempt to gain unauthorized access to our systems, reverse-engineer or copy the platform, use the platform to transmit malware or spam, or violate any applicable laws or regulations. We reserve the right to suspend accounts that violate these terms without refund.
6. Your Content and Data
You retain ownership of all content and data you upload to Merkiz (products, pricing, customer data, orders). By using the Service, you grant Merkiz a license to store, process, and display this content solely for the purpose of providing the Service. You are responsible for ensuring you have the right to use any content you upload, and that your use of buyer personal data complies with GDPR and other applicable privacy laws. Merkiz may process your content to improve the Service, but will not use your data for any purpose outside the Service without your consent.
7. Service Availability
Merkiz targets 99.9% uptime for Business and Enterprise plans. Planned maintenance will be scheduled outside peak hours with at least 24 hours notice. In the event of service outages exceeding 0.1% monthly downtime, Business and Enterprise customers may request a service credit as outlined in their SLA addendum. Uptime does not include outages caused by Customer's ERP connectivity, force majeure events, or third-party service failures outside our control.
8. Intellectual Property
Merkiz and its licensors retain all intellectual property rights in the platform, including software, design, trademarks, and documentation. You receive a limited, non-exclusive, non-transferable license to use the platform during your subscription period. You may not copy, modify, distribute, or create derivative works of the platform. The Merkiz name and logo are registered trademarks. You may refer to Merkiz in marketing materials and case studies with our written permission.
9. Limitation of Liability
To the maximum extent permitted by law, Merkiz's total liability for any claims arising under these Terms shall not exceed the total fees paid by you in the 12 months preceding the claim. Merkiz is not liable for indirect, incidental, special, or consequential damages, including lost profits, even if advised of the possibility of such damages. This limitation does not apply to claims arising from gross negligence, willful misconduct, or Merkiz's breach of its data protection obligations.
10. Termination
Either party may terminate the subscription at any time. Customer termination takes effect at the end of the current billing period. Merkiz may terminate immediately for material breach of these Terms, non-payment, or illegal use. Upon termination, you will have 90 days to export your data. After 90 days, data is permanently deleted. Provisions of these Terms that by their nature should survive termination (including IP rights, limitation of liability, and governing law) will survive.
11. Governing Law
These Terms are governed by the laws of the Republic of Lithuania. Disputes will be resolved in the courts of Vilnius, Lithuania, unless you are a consumer in another EU member state (in which case the mandatory consumer protection laws of your country may apply). If any provision of these Terms is found invalid, the remaining provisions remain in full force.
12. Changes to These Terms
We may update these Terms from time to time. Material changes will be notified by email at least 30 days in advance. Continued use of the platform after the effective date of changes constitutes acceptance of the new Terms. If you disagree with changes, you may terminate your subscription before the effective date and receive a pro-rated refund for prepaid periods.
Legal questions? legal@merkiz.com