Terms of Service

These Terms of Service ("Terms") govern your access to and use of the RetailPace website and the RetailPace e-commerce monitoring platform, provided by ForkPoint Ltd.. Please read them carefully. By using the website or the Service, you agree to these Terms.

About these terms

RetailPace is provided by ForkPoint Ltd. ("ForkPoint", "we", "us", "our"), a company registered in Bulgaria with its registered address at 14 Slivnitza Str., Ruse, Ruse 7000, Bulgaria.

If you use RetailPace on behalf of a company or other organisation, you confirm that you are authorised to accept these Terms for it, and "you" and "Customer" mean that organisation.

RetailPace is a service for businesses. It is not offered to consumers, and by using it you confirm that you are acting for purposes related to your trade, business or profession.

If you have signed an order form, master services agreement or other written agreement with us for RetailPace, that agreement applies together with these Terms. If they conflict, the signed agreement takes precedence.

Definitions

• "Service" means the RetailPace platform, including its dashboards, alerts, integrations, APIs, documentation and related support.
• "Website" means retailpace.com and its subpages.
• "Order Form" means an order form, proposal, statement of work or similar document agreed between you and ForkPoint that sets out the subscription, scope and fees.
• "Authorised Users" means your employees and contractors whom you allow to access the Service under your account.
• "Customer Data" means data that you or your connected platforms submit to the Service, including store, order, payment, inventory and performance data.
• "Connected Platforms" means the commerce platforms and other third-party systems you connect to the Service.

The service

RetailPace automates the supervision of online stores. It brings commerce data together, provides role-based dashboards and sends real-time alerts about orders, payments, operations and site performance. It currently supports platforms including Shopify, Salesforce Commerce Cloud, BigCommerce, Adobe Commerce, commercetools.

The features available to you depend on your Order Form and on the capabilities of your Connected Platforms. We continuously develop RetailPace and may add, change or remove features. We will not materially reduce the core functionality of a paid subscription during its current term.

Accounts and users

• You must give accurate information when creating an account and keep it up to date.
• Each login is for one named person. Authorised Users must keep their credentials confidential and must not share them.
• You are responsible for everything done under your account by your Authorised Users, and for making sure they follow these Terms.
• Tell us promptly at hello@forkpoint.com if you suspect unauthorised access to your account.

Connecting your store

To provide the Service, you authorise us to access your Connected Platforms using the API credentials, app installations or other access you give us. You confirm that you have the right to grant that access and that doing so does not breach your agreements with those platforms.

Your use of each Connected Platform remains subject to that platform's own terms. We are not responsible for the availability, accuracy, API changes or other actions of Connected Platforms. If a Connected Platform changes or limits its API, some RetailPace features may be affected; we will make reasonable efforts to adapt.

You can revoke our access at any time. Parts of the Service that depend on that access will then stop working.

Customer data

You own your Customer Data. You grant ForkPoint a non-exclusive, worldwide licence to host, copy, process and display Customer Data only as needed to provide, secure and support the Service and as otherwise instructed by you.

You are responsible for the accuracy and lawfulness of Customer Data and for having a valid legal basis, and any notices or consents required, for us to process it.

Where Customer Data includes personal data, ForkPoint acts as your processor under our data processing agreement, which forms part of these Terms. Our Privacy Policy explains how we handle personal data for which we are the controller.

We may create aggregated, de-identified statistics from use of the Service to operate and improve RetailPace, as long as they do not identify you, your Authorised Users or any individual.

You can export your Customer Data during your subscription and for 30 days after it ends. After that, we will delete it within a reasonable period, except where the law requires us to keep it.

Alerts and dashboards

RetailPace helps you spot problems faster, but it is a monitoring tool and does not replace your own operational controls. Alerts and dashboards depend on data from your Connected Platforms, on the thresholds and rules you configure, and on third-party delivery channels such as email, SMS or chat services.

As a result, alerts may sometimes be delayed, incomplete or not delivered, and dashboards may reflect data that is late or inaccurate at the source. We do not guarantee that the Service will detect every incident. You remain responsible for your store, your operations and the business decisions you make using the Service.

Acceptable use

You must not, and must not allow anyone else to:

• use the Service in breach of any law or third-party right;
• copy, modify, reverse engineer or decompile the Service, except where the law expressly allows it;
• resell, sublicense or provide the Service to third parties other than your Authorised Users;
• use the Service to build a competing product, or benchmark it for publication without our written consent;
• upload malware or content that is unlawful, infringing or harmful;
• probe, scan or test the security of the Service without our prior written permission;
• access the Service through automated means other than our documented APIs, or place an unreasonable load on our infrastructure;
• get around usage limits, access controls or other technical restrictions.

These rules also apply to the Website, which you may use only for lawful purposes and in line with these Terms.

Fees and payment

• Fees, billing frequency and subscription terms are set out in your Order Form.
• Unless the Order Form says otherwise, invoices are due within 30 days of the invoice date.
• Fees are exclusive of VAT and other applicable taxes, which you are responsible for paying.
• Late payments may bear interest at the statutory rate under Bulgarian law.
• If an undisputed invoice is more than 15 days overdue, we may suspend the Service after giving you at least 10 days' written notice.
• We may change our fees for renewal terms by giving you at least 30 days' notice before the renewal date.
• Fees already paid are non-refundable, except where these Terms or your Order Form expressly provide otherwise.

Trials and pilots

We may offer free trials, pilots or beta features. These are provided "as is", without any warranty, support commitment or service level, and we may change or end them at any time. Unless you buy a subscription, Customer Data from a trial may be deleted when the trial ends.

Intellectual property

ForkPoint and its licensors own all rights in the Service, the Website, the underlying software, documentation and the RetailPace name and logos. During your subscription, we grant you a non-exclusive, non-transferable right for your Authorised Users to use the Service for your internal business purposes, in line with these Terms and your Order Form. No other rights are granted.

If you give us suggestions or feedback, we may use them freely and without any obligation to you.

Confidentiality

Each party may receive non-public information from the other that is marked confidential or should reasonably be understood as confidential, including Customer Data, pricing and technical information. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors and advisers who need to know it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where required by law, after giving the other party notice where legally allowed. These obligations last for three years after these Terms end, and for trade secrets for as long as they remain trade secrets.

Availability and support

We use commercially reasonable efforts to keep the Service available and to fix problems promptly. We may carry out planned maintenance, and will give reasonable advance notice where it is likely to affect you. Specific service levels and support response times apply only if they are set out in your Order Form.

Third-party services

The Service and the Website may link to or integrate with third-party products and services. We do not control them and are not responsible for them. Your use of them is governed by their own terms and privacy policies.

Warranties and disclaimers

We warrant that the Service will perform materially as described in our documentation during your paid subscription, and that we will provide it with reasonable skill and care. If it does not, tell us and we will use reasonable efforts to fix the problem. If we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund any prepaid fees for the remaining period. This is your sole remedy for breach of this warranty.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service and the Website are provided "as is" and "as available". We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that it will detect every issue in your store.

Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, sales, business opportunity, goodwill or data, however it arises.

Each party's total liability arising out of or in connection with these Terms and the Service is limited to the fees paid and payable by you to ForkPoint for the Service in the 12 months before the event that gave rise to the claim. If you use only the Website or a free trial, our total liability is limited to EUR 100.

Nothing in these Terms limits or excludes liability for intentional misconduct or gross negligence, for death or personal injury caused by negligence, for fraud, for your payment obligations, or for any other liability that cannot be limited or excluded under applicable law.

Indemnities

We will defend you against any third-party claim that your authorised use of the Service infringes that party's intellectual property rights, and pay any damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, Connected Platforms, your modifications, or your use of the Service in breach of these Terms. If such a claim arises, we may modify the Service, obtain a licence for you to continue using it, or end the affected subscription and refund prepaid fees for the remaining period.

You will defend ForkPoint against any third-party claim arising from your Customer Data or from your use of the Service in breach of these Terms or the law, and pay any damages finally awarded or agreed in settlement.

The party seeking protection must notify the other promptly, give it control of the defence and settlement, and cooperate reasonably.

Term and termination

Your subscription runs for the term set out in your Order Form. Unless the Order Form says otherwise, it renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate by written notice if the other materially breaches these Terms and does not remedy the breach within 30 days of being notified, or if the other party becomes insolvent or enters bankruptcy or liquidation proceedings. We may also suspend access immediately where needed to prevent serious harm to the Service, other customers or third parties, and will tell you promptly.

When your subscription ends, your right to use the Service stops, any unpaid fees for the period before termination become due, and Customer Data is handled as described under Customer data. Sections that by their nature should survive termination, including those on confidentiality, intellectual property, liability, indemnities and governing law, will continue to apply.

Governing law and disputes

These Terms and any dispute arising from them are governed by the laws of the Republic of Bulgaria, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties will first try to resolve any dispute through good-faith negotiation for at least 30 days. If it is not resolved, it will be decided by the competent courts of the Republic of Bulgaria. Either party may seek urgent injunctive relief from any competent court.

Changes to these terms

We may update these Terms from time to time. The date at the top of this page shows when they were last revised. For material changes, we will notify customers by email or in the Service at least 30 days before they take effect. If you do not agree to the changes, you may terminate your subscription before they take effect and receive a refund of prepaid fees for the remaining period. Continuing to use the Service after that date means you accept the updated Terms.

General

• Entire agreement: these Terms, your Order Form and our data processing agreement form the entire agreement between us about the Service.
• Assignment: neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its relevant business.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, internet or power outages, or failures of Connected Platforms. This does not apply to payment obligations.
• Publicity: we will name you as a customer or use your logo only with your prior written consent.
• Notices: we will send notices to the email address associated with your account. Send notices to us at hello@forkpoint.com.
• Severability and waiver: if any provision is found unenforceable, the rest remain in effect. Failing to enforce a provision is not a waiver of it.
• Relationship: the parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Language: these Terms are written in English. If they are translated, the English version prevails.

Contact us

If you have questions about these Terms, contact:

ForkPoint Ltd., 14 Slivnitza Str., Ruse, Ruse 7000, Bulgaria
Email: hello@forkpoint.com
Telephone: +359878466722