February 7, 2023
TERMS – SHOPIFY MARKETS PRO EARLY ACCESS
As used in these service terms and conditions (“Service Terms”), “we”, “us”, “our” or “Global-e” means the Contracting Party of the Global-e group (as defined
in Section 12 hereof) providing the merchant offering underlying the Services
defined herein. “you”, “your” or “Shopify User” means the individual or business and any of your
respective affiliates that has signed up to use the Commerce Platform as a
‘Shopify User’ and subsequently the Services (as defined herein), and “Shopify” (or “Commerce Platform”) means Shopify Inc. or the applicable Shopify
Contracting Party (as defined in the Shopify Service Terms available here). Each of us and you may be referred to as a “Party” and collectively, the “Parties”.
These Service Terms will apply from the date that you
finish Shopify Markets Pro Activation and
shall remain in effect until terminated in accordance with these Service Terms.
Additionally, you agree to be bound by all other terms and
conditions contained or otherwise expressly referenced in these Service Terms.
You also agree that you are subject to and will comply with any terms and
conditions that govern the use of any services offered by Shopify through which
the Commerce Platform and the Services are made available.
Prior to using the Services (as defined below) you must
read, agree with and accept all the terms and conditions stated, contained or
referenced in Global-e’s Acceptable Use Policy,
Global-e Data Protection Agreement and Privacy
Policy. In addition, you must carefully
review the Terms of Sale governing
the sale to the Shopper (as defined below).
We reserve the right to update and change these Service
Terms from time to time by posting the updates and amendments here. You
are advised to regularly check for such updates or any changes that may impact
you. If you do not accept such amendments, you must cease using the Services.
<![endif]>The offering and services performed pursuant to
these Service Terms as fully set out herein (the “Services” or sometimes also referred to in singular as the “Service”), will be enabled by the MOR
application, available for installation via Shopify Settings > Markets >
Apply to Markets Pro (“MOR Application”).
As part of the Services, we will provide required know-how, merchant support
services, and web-based admin console (“Console”).
<![endif]>The Global-e Contracting Party, acting as the
merchant of record, will sell products that are made available for cross-border
sale over the internet on your Shopify web store hosted by Shopify (“Products” and "Store" respectively), directly to
individual customers (“Shopper(s)”)
who have initiated a transaction in respect of such Products on the Store and
who desire to have the purchased Products delivered to Shopper’s designated
address, which address is outside the US (“Destination(s)”).
You will set the Destinations operated by the Service through the Commerce
Platform. The Shopper will be the “importer of record” of the Products he or
she purchases and we will cause the required documents to properly reflect
KYC. We will have the right, at any time while these Service Terms are
in effect, to conduct a standard AML/KYC validation and you will be required to
reasonably cooperate with such process, and provide
such documents as we require in order to satisfy our compliance and legal
obligations. We may terminate these Service Terms and the Services without any
fault on our end if we are unable to satisfy our AML/KYC controls, acting
reasonably, or if you fail to cooperate with our reasonable KYC requests from
time to time.
Application; API. You must enable the MOR Application before the
Services can be accessed, activated and used. Neither
we nor Shopify will be obligated to render or perform any Service if the MOR
Application was not properly installed and enabled, and further will not be
required to make any changes or developments to the MOR Application or the
features supported through the Service, the portals or
consoles. You commit to have and make available the necessary resources
required to achieve the above objectives in a timely manner. You will be solely
responsible (at your own cost and labor) for the performance and the
availability of the Store, as well as applying all Store settings required to
enable the MOR Application and the underlying Services, and for implementing
the appropriate configurations and settings of the Store and any systems and
telecommunications facilities which are necessary to enable you to operate the
Store, receive the Services. In certain cases we may
provide you with our API to our approved 3rd
party logistics providers (“3PL
API”), allowing you to perform certain functions described in these Service
Terms automatically through the API.
Rules and Shipping Policies. Before using the Services, you are
responsible to configure, review and sign-off the ‘Business Rules’ (which are the per-Destination settings, rules and
other proposition selections made through the Commerce Platform to determine the manner by which products will be priced and sold to a
Destination, as such rules and configuration will be available from time to
time from Global-e and Shopify). In addition, you must complete and update the
Shipping Policies (which are the selection of shipping services and applicable
shipping Rate Card which are available for your merchant offering through the
Commerce Platform, including setting the rates and fees to be charged to
Shopper on checkout). Neither Global-e nor Shopify will be responsible or
liable if you failed to follow the requirements of this Section or any
misconfiguration of the Business Rules or the Shipping Policies.
Pricing. You will be required and responsible for setting and
configuring the Products sale price (in USD or in the currency of the Shopper)
through the Commerce Platform in accordance with the Commerce Platform terms,
and if applicable any pricing rules to be applied by the Commerce Platform to
such base price. The price of Products displayed on the Store and paid by the
Shopper will be rendered based on the rules set on the Commerce Platform
(including the applicable FX rate and Currency Conversion Fee) (the “Product Sale Price”).
Shipping Charges. Using the Commerce Platform, you will be required to
set the Shipping Policies including the shipping fees which will be charged to
the Shopper on checkout. As between you and Global-e, you will be solely
responsible and liable for any and all shipping charges, costs, fees or
surcharges associated with the delivery (and customs clearance, if applicable)
of the Customer Order, and any difference between such amounts and the amount
configured to be charged to the Shopper (pursuant to the Shipping Policies)
will be a Permitted Deduction and billed to you as part of the Reconciliation
process. We will pay the Contracted Carrier for shipping (and customs clearance
reconciliation report will provide the relevant details of the eligible
consignments shipped including any differences in shipping charges related to the
actual chargeable measurements (e.g. shipping weight)
based on the then-applicable rate card. In the event of a difference (shortfall
or excess) between (A) the weights originally used by the system to determine
the shipping cost of the consignments as stated in the order, and (B) the
chargeable weights of the consignments (and the amount that should have been
charged based on such chargeable weights based on the then-applicable rate
card), such difference amount (between (A) and (B)) will be reconciled as
follows: any monies owing to us (in the event that the actual weights were
greater than the weights used) shall be deemed a Permitted Deduction and we may
deduct such amounts, or invoice you for such difference amount. Any monies
owing to you will be set-off by way of a credit note in the next Reconciliation
cycle as per Section 4. For
purposes hereof, ‘weights’ shall mean the applicable volumetric (dimensional)
or dead-weight, as applicable, and ‘actual chargeable weights’ shall be based
on the most accurate weight reported by the carrier at the time of the report –
based on carrier’s reported weights or invoiced weight (and in the absence of
both, the weight used by the system shall remain).
‘Contracted Carrier’ means a carrier
used to deliver the orders to the Shopper and which contract is facilitated by
CREATION AND MANAGEMENT; ORDER FULFILLMENT
Creation. We will process the cart created on the Store (“Cart”) to validate the billing address
and process payment through the Shopper’s selected payment method, perform
fraud detection and prevention, and determine the applicable Taxes (as needed).
We will then have the right to cancel any order transaction that was
payment-declined, or that we determined to be fraudulent. Subject to successful
processing, an order will be created on the Store (“Customer Order”). Global-e will be relying on the data received
from the Commerce Platform with respect to the accuracy of the Cart content and
the Customer Order/Product data contained therein.
and Duties. Based on the Product and Customer Order information
received in the Cart, we will estimate the taxes (such as import, sales taxes,
value added tax or similar tax), customs duties or other charges or fees that
may be imposed on the order (“Taxes”), and apply such taxes. If Taxes are paid on checkout by
the Shopper or included in the Product Sale Price as a subsidy, and a
Contracted Carrier is used to deliver such Customer Order, we will pay such
Taxes to the relevant authorities or brokers, and will
guarantee the Taxes amount to you and the Shopper (“Taxes Guarantee”).
Fulfilment. You will be responsible for fulfilling the order, including
picking and packing the Customer Order and generating
all the required shipping and customs documents (through Console or
automatically via the 3PL API, as applicable). You then may not amend the
Customer Order, however you may cancel it in full and
authorize a refund (or partially fulfil such part that can be fulfilled),
however we will not be liable for any partly fulfilled Customer Orders, or for
Customer Orders the status of which was not properly updated in Console.
Customer Orders fulfilled in
multiple parcels may incur additional shipping charges. Customer Orders will be
prepared for delivery to the Shopper by way of applying international shipment
documents (shipping label, export documents and commercial/VAT invoice, as
available to you through Console or the 3PL API, as applicable, but you may not
use any other documents unless approved by Global-e). You will process the
Customer Orders at your (or your approved third-party provider’s) facility, and
the international shipping documents will be produced by your personnel using
Console, including updating the status of the processed Customer Order, and
make it available for dispatch and pickup for delivery straight to the Shopper.
and Delivery. Contracted Carriers will be used for shipping and
delivery of fulfilled Customer Orders, unless you
decline using such carriers by contacting [email protected] For such
Contracted Carriers, we will manage the shipping and delivery (including
lost/damaged disputes) and customs clearance (in supported Destinations), and will offer the guarantee pursuant to Section 3.2.
Shipping and delivery costs, including all charges and fees of Contracted
Carriers are stated in the rate card approved for such service on the Commerce
Platform (“Rate Card”). The Rate
Card or any surcharges or accessorial fees may be updated from time to time,
provided we will exert reasonable efforts to notify you in writing in advance
of such change taking effect. If you wish to use your own contracted carriers
(at any point during the term of these Service Terms), please contact us at
[email protected] If a third party carrier is
used, certain features of the Services may not be fully available (e.g. Duties
and Taxes guarantee or claims for items lost-in-transit).
As principal, you grant Global-e, the legal right to act as the seller and
merchant of record, and as the exporter of record. Once merchant completes
processing the Customer Order, flash title to the Products will transfer to
Global-e allowing it to conclude the transaction with the Shopper, acting in
our name but for your account. You will be deemed to have sold the Product
to Global-e prior to the export or subsequent sale to the Shopper, and
simultaneously we will be deemed to have forthwith sold the Product to the
in Transit. Subject to Section 3.4, any loss or damage to Products
during transit to the Shopper using a Contracted Carrier will be our
responsibility and liability, up to the loss coverage amount provided by such
Contracted Carrier. We will manage the loss claim with such carrier. The
difference between the Contracted Carrier loss coverage amounts and the amount
required to be refunded and paid to the Shopper in respect of such loss will be
a Permitted Deduction and reimbursed to Global-e as part of the reconciliation
process outlined herein. Global-e will not be liable or responsible for any
loss or damage caused to Products while at your warehouse. Global-e will not be
liable for any loss by an untracked shipment service (if you elected to use
such level of service). Untracked shall mean a shipment method that does not
provide full (i.e. until delivery) shipment tracking
information, e.g. post.
Shopper cancellations will be only in accordance with the eligibility under the
applicable Terms of Sale. We may cancel any Customer Order in cases of technical
issues unrelated to us, or any Customer Order determined to be fraudulent or
where payment was declined by the Shopper’s bank.
You will confirm, through the Commerce Platform, the eligibility of all or part
of a Customer Order for refund and will authorize the amount eligible for
refund, which will automatically trigger a conforming refund by Global-e
through the same payment method and in the same currency used for such Customer
Order. The refund amount including all costs and charges (for shipping, taxes, duties or other fees due to be refunded to Shopper or
incurred in connection with such refund or return of items, as and if
applicable) will be regarded as a Permitted Deduction, unless such refund or
any costs or charges are the direct result of our gross negligence or willful
misconduct. For greater clarity, you will not receive a refund of any
applicable fees outlined in Schedule 1 paid or owing to us in connection with
an order being refunded (in full or in part).
Covered Chargebacks will be our responsibility and liability unless you have
overridden our decision to reject an order. All other chargebacks and
associated costs, fees and charges imposed by the card issuer, payment provider
or other authorized entity will be your cost, and we may bill and charge you
such amounts for which we are entitled. We are under no obligation to dispute
or take any action with respect to non- Covered Chargebacks. “Covered Chargebacks” means chargebacks
other than those chargebacks (i) related to fraud
otherwise known as “friendly fraud” where the perpetrator uses his or her own
account and personally benefits or is complicit in the fraud (e.g. chargeback
filed for transaction not authorized, when order is delivered to verifiable
address of card holder); or (ii) directly resulting from your activity or
inactivity (e.g., order not fulfilled or partly fulfilled without amending the
order; refund not processed; or item received different than as described on
Store). You agree that the relevant card scheme/payment method decision
regarding the validity and value of such Covered Chargebacks will be final and binding and we will not be liable for decisions
made by the card scheme/payment method.
AND RECONCILIATION PROCESS; PAYOUTS
Invoicing. Your account statement and associated statement reports,
presented in USD (“Reconciliation Files”),
will be posted on Console four times a month, on the 1st, 8th,
15th and 22nd of each calendar month (“Reconciliation Day”). The
Reconciliation Files will include all Customer Orders transactions for which
‘Dispatched’ status were triggered since previous Reconciliation Day (a “Reconciliation Eligible Transaction”).
The Reconciliation Files will also specify the applicable Product Sale Price
and shipping information (including shipping and tax subsidies), refunds made
to Shoppers during the reconciliation period and manual adjustments (such as
service gestures). The Reconciliation Files will serve as the agreed basis for
billing and reconciliation of funds between the Parties. You undertake to
promptly review the Reconciliation Files and notify us in case you have any
<![endif]>The account statement will reflect, in USD, the
Merchant Payout Amount for all the Reconciliation Eligible Transactions on the
Reconciliation Day, less Permitted Deductions (including deduction of Taxes
subsidized by you), which we will pay you based on the terms hereof. Shipping
fees and charges will be based upon the applicable Rate Card,
and billed to you (as part of the reconciliation process) in addition to
any Permitted Deductions. The basis for calculating any applicable fee as
Permitted Deduction amount will be the Total Order Value paid by the Shopper on
checkout, such Total Order Value equal to the total Product Sale Price for all
items purchased by the Shopper, plus shipping charges plus Taxes paid by the
Shopper on checkout.
“Merchant Payout Amount” means the total Product Sale Price paid by
the Shopper for all Product items purchased and
any manual adjustments remitted to you by Global-e on behalf of Shopify.
“Permitted Deductions” mean any costs or fees we incur as a result
of rendering the Service with respect to an applicable Customer Order,
including if such costs or fees result from your instructions or approvals (e.g.
subsidies), including but not limited to those related to (i)
any applicable fees referenced in Schedule
1 - Pricing Schedule attached hereto; (ii) all costs and expense for
the fulﬁllment of a Customer Order including Taxes and the charges relating to
export, customs clearance, transport and delivery, as applicable, in each case
required to be paid as a result of shipping the Customer Order and any
shortfalls between such amount and the amounts we were instructed to charge the
Shopper, if any, and any difference amounts pursuant to the true-up mechanism
outlined in Section 2.4, if any; (iii) non-Covered Chargebacks; (iv) other
fees, amounts or credits relating to returns, refunds, re-shipments or
processing un-deliverables to a Shopper, if applicable, and actual costs
incurred as a result of your election to override any value that modifies
shipping prices, foreign exchange variances arising due shipment of Products
(and capture) after the rate lock 30-day period expires, deposits; and (v) any
other costs, fees and expenses included in these Service Terms or set by the
Commerce Platform in connection with the Services.
<![endif]>The net amount resulting from deducting the
Permitted Deductions from the Merchant Payout Amount, plus applicable tax, if
any, will be paid within three (3) business days following the date on which
the Reconciliation Files were posted.
<![endif]>You acknowledge that Global-e is expressly
appointed as either yours or Shopify’s agent, to represent either you or
Shopify and act on your or Shopify’s behalf, with respect to the payment of any
money due to either you or Shopify. We hereby confirm (and confirm that Shopify
has acknowledged and agreed) that payment of money from you to Global-e for
delivery to Shopify satisfies and discharges your payor obligations to Shopify
with respect to money due hereunder (but not with respect to any money
otherwise owed for which you will remain liable to Shopify).
<![endif]>You represent, warrant and covenant that: (i) you have installed and enabled (and if needed, properly
configured) all the relevant and required Commerce Platform applications in
order to receive and use the Services; (ii) you will supply Global-e Products
to which you have title or other full legal right appropriate for the performance
of these Service Terms and which operate and perform in accordance with the
respective Product specifications, and include proper product labeling, tags,
manuals or brochures, as needed for the product; (iii) all the intellectual
property rights subsisting in or related to the Products, are and will continue
to be, your sole and exclusive property or your licensors; (iv) the sale of the
Products to Shoppers in accordance with these Service Terms will not infringe
any rights of any individual or entity worldwide; and (v) you will not transmit
data through the Services that you know or should know will corrupt or
jeopardize our or the Commerce Platform’s computer systems and/or data.
<![endif]>You will be solely responsible for all Product
warranties (including warranty of conformity and warranty for latent defects),
addressing any claims that Shoppers or any eligible third parties may have
relating to the Product including, without limitation, any claims arising under
consumer protection or similar legislation, and/or any claims that the Product
infringes the intellectual property rights of any third party. You will be
solely responsible for the packaging of any items included in the Customer
<![endif]>Each Party, or anyone acting on its behalf in
connection with procuring, connecting, authorizing or
otherwise operating the Services, have the full power and authority to execute,
deliver and perform this engagement under these Service Terms. These Service
Terms are valid, binding and enforceable against each
Party in accordance with its terms and no provision requiring a Party’s
performance is in conflict with obligations under any constitutional document,
charter or any other agreement (of whatever form or subject) to which each
Party is a party or by which such Party is bound. Each Party is duly organized,
authorized and in good standing under the laws of the country, region or state
of its organization and is duly authorized to do business in all other states, regions or countries in which its business makes such
authorization necessary or required. In addition, the person performing the
onboarding, app installation or any other pre-service setup and thus consenting
and signing up for the Service will be a person who is authorized to do so and
will be the corresponding person in connection with the Service. You are liable
and responsible for ensuring that the person’s name and information are true
<![endif]>You must have and maintain general/public
liability insurance (including product liability) for a minimum amount appropriate
for your business and scope of trade, for each occurrence, with insurers of
good repute, at your own cost, such insurance to be effective and valid in all
Destinations to which the Products are sold hereunder.
<![endif]>You must inform Global-e (by sending an email to
[email protected]) of any change to
your KYC/onboarding statements (or any subsequent statements) with respect to
your beneficiary owners.
<![endif]>Global-e will ensure that each sale, export and
if applicable, delivery, of Products to a Destination comply with the
Applicable Laws pertaining to cross-border personal-import of such Products. “Applicable Law” means all federal,
state, and local laws and regulations, directives and any other relevant
authorities, guidance and requirements applicable to the Parties’ performance
under this Agreement, including, but not limited to, as may be applicable,
securities laws and regulations, privacy and data protection laws and
regulations, anti-money laundering (“AML”),
Office of Foreign Assets Control (“OFAC”),
and applicable anti-bribery and anti-corruption laws including the Foreign
Corrupt Practices Act.
Products. Subject to receiving an accurate, complete
and updated catalog, containing adequate product description and
specifications, we will decline (or restrict) Customer Orders containing
restricted Products (or Products which Global-e deems to be restricted), in
each case, for personal-import or sale in the Destination. The decision to
restrict a Product (or the actual restriction thereof) will be made based on
our best effort best knowledge basis, and you will have no claim on such
decision to restrict or restriction. We may suspend, reject
or terminate the Services (and terminate these Service Terms), if we determine
that the products, their offering, or the Site are not suitable for the
Services or in case we discover a material discrepancy of the onboarding
Pick-Pack or Parcel Validation. We will not be responsible for the
pick-pack of Products or Customer Orders, and we will not open any parcel, package or otherwise verify its content or the inclusion of
all or some items, and we will rely solely on you and your reports through the
Console or the Commerce Platform, as applicable, in this regard.
Goods. The sale, export or delivery of
Dangerous Goods (as such term is commonly defined by the international carriers
or applicable legislation) using the Services is prohibited, and you will be
fully and solely liable in the event that a Product classified as Dangerous
Goods was included or contained in a parcel.
CONSEQUENCES OF TERMINATION
may terminate these
Service Terms and
the Services hereunder
at any time
by contacting [email protected]. Please note that in case of termination under this
Section 7.2, you must take all action in preparation of such effective date of
termination including, without limitation, assuming responsibility and having a
solution in place to handle any Shopper or Customer Order issues. Since we
operate under these Service Terms as ‘merchant-of-record’, you will indemnify
Global-e (and the Commerce Platform if applicable) and hold Global-e harmless
for any Shopper claim or related claims associated with such transition of
service from Global-e to you.
<![endif]>Each Party shall have the right to terminate
these Service Terms at any time, by written notice to the other Party, with
immediate effect, in any of the following events: (i)
winding-up, dissolution or reorganization proceedings shall be commenced with
respect to the other Party, provided that if such proceedings shall be
rescinded within thirty (30) days of their commencement, such notice of
termination shall have no effect; or (ii) the other Party shall substantially
cease to carry on business; or (iii) a substantial part of the other Party's
assets shall be attached or levied by a court or another official agency,
provided that if such attachment or levy shall be removed within thirty (30)
days, such notice of termination shall have no effect; or (iv) the other Party
shall be in material breach of any of its material obligations under these
Service Terms and such breach shall not be cured within thirty (30) days after
receiving a written notice from the other Party, specifying the breach and
demanding its cessation.
<![endif]>Upon expiration or effective date of termination
of these Service Terms for any reason, we will cease to provide the Services
and will disable any technology related to the performance of Services or any
other technological interface (including APIs and access to our Console), and
all rights or permissions granted hereunder shall terminate.
<![endif]>All sections of these Service Terms that by
their terms should survive expiration or earlier termination of these Service
Terms shall so survive in accordance with their terms.
<![endif]>Final reconciliation shall be made no later than
90 days (but not earlier than 60 days) following the termination date, allowing
all returns, refunds and Chargebacks liability periods
to lapse. Alternatively, you may elect to reconcile promptly after termination
date, in which case we may withhold up to 30% of the reconciliation value (at
our reasonable discretion) for 90 days following the termination date to cover
liabilities for returns, refunds and chargebacks.
<![endif]>Each Party retains all intellectual property
rights to anything developed by such Party that is provided to, accessed by, or
used by, the other Party under the Service Terms. Nothing in these Service
Terms shall be construed as granting or conferring upon either Party, whether
express or implied, any rights (including all intellectual property rights) not
expressly granted to the other Party herein, all of which shall be retained by
the first Party. The use by a Party of marks, logos or
trademarks (“Marks”), whether
registered or not, does not entail any transfer of ownership, rights or
<![endif]>Neither Party shall duplicate, alter or modify, access source code, make derivative works,
make public performance or publicly display the technology underlying the
Services or the Store, respectively.
<![endif]>Nothing contained in these Service Terms shall
restrict Global-e (or any of its affiliates) or the Commerce Platform from
offering and using our respective technologies or know-how or any other
intellectual property for the purpose of providing services similar
to the Services to any other third party.
<![endif]>The Parties undertake not to use or disclose
Confidential Information to any third party without the other Party’s written
consent. "Confidential Information"
means any information, in whatever form, disclosed or provided by one Party to
the other Party (“Receiving Party”)
in the context of the Service Terms that is not non-confidential information.
Non-confidential information means any information which (a) is or becomes
generally available to the public other than as the result of a disclosure by
the Receiving Party; (b) the Receiving Party can show that it already had in
its possession before it was received; (c) information which the Receiving
Party is obliged to provide in accordance with any Applicable Laws, court order
or decision by a governmental authority; or (d) information which the Receiving
Party has received from a third party without being bound by confidentiality in
relation to it. Confidential Information also refers to third party information
of technical, commercial or other nature unless there
are objective and reasonable grounds to assume that such information is
non-confidential. This provision applies to any information relating to third
parties that you obtain when using the Services, and where the dissemination of
the above mentioned information is not desired by
third parties. Receiving Party may share Confidential Information with
subcontractors, advisors and other companies within
its group where necessary for the provision of the Services or the performance
of these Service Terms provided that such parties are subject to
confidentiality obligations corresponding to those under the Service Terms.
<![endif]>Each Party agrees that monetary damages would be
inadequate to compensate the other for breach or threatened breach of any
provision of this Section. Accordingly, in addition to any other remedies
available at law or in equity, the injured party will be entitled to seek
specific performance or injunctive relief (as appropriate) as a remedy for any
breach or threatened breach thereof.
OF LIABILITY; INDEMNIFICATION
Except to the extent provided otherwise in these Service Terms, the Services
and other items made available by Global-e are provided on an "as is"
and "as available" basis, and all express, implied and statutory
warranties and conditions (including without limitation any implied warranties
or conditions of merchantability, satisfactory quality, fitness for a
particular purpose, non-infringement, or quality of service, or that otherwise
arise from a course of performance or usage of trade) are hereby disclaimed.
Except to the extent provided otherwise in these Service Terms, Global-e does
not make any representation, warranty, guarantee or condition regarding the
effectiveness, usefulness, reliability, completeness, or quality of the
Services or such other items, services or that the provision or use thereof
will be uninterrupted, secure, error-free, or will otherwise generate revenue
or meet your needs.
OF LIABILITY. IN NO EVENT WE, SHOPIFY OR ANY OF OUR RESPECTIVE
AFFILIATES BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE SERVICE
TERMS FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, (B)
ANY LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS, OR REVENUE, (C) ANY LOSS
OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL, AND/OR (D) THE COST OF
PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS SHALL
APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND: (A) EVEN IF YOU
HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES,
DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THESE SERVICE TERMS FAILS OF ITS
ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING,
WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY).
OUR AND OUR AFFILIATES AGGREGATE LIABILITY UNDER, OR OTHERWISE IN CONNECTION
WITH, THESE TERMS, SHALL NOT EXCEED THE AMOUNTS OF FEES PAID OR PAYABLE TO
GLOBAL-E PURSUANT TO THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO
THE EVENT GIVING RISE TO SUCH LIABILITY.
You will indemnify, defend and hold harmless Global-e and its affiliates and
each of their respective officers, directors, employees, agents, representatives,
successors, and assigns from and against any and all third party claims, causes
of action, suits, liabilities, damages, fines, penalties, costs and expenses
(including, without limitation, outside attorney’s fees and costs) (each a “Claim”) arising from or in connection
with (i) your breach of any of the obligations,
representations, warranties or undertakings set forth in these Service Terms;
(ii) Merchant’s negligence or willful misconduct in connection with these
Service Terms; or (iii) death, bodily harm or tangible property damage caused
by a Product sold by Global-e hereunder. If Global-e receives notice or
knowledge of a claim as described above, it will promptly notify Merchant in
writing and give Merchant assistance and the exclusive authority to control the
defense and settle such claim. Global-e will have the right to participate in
the defense with counsel of its choice at its own expense.
<![endif]>Global-e retains the right to confirm or conduct
processes to confirm Merchant’s identity to satisfy our anti- money laundering
compliance requirements and other regulatory and compliance obligations
(referred to as “know your customer” requirements). By entering into these
Service Terms Merchant authorizes Global-e to obtain
financial and credit information (including from third parties) relating to
Merchant, Merchant’s directors, officers and principals. Global-e
uses this information (and other information available to us) to evaluate your
business, your directors, officers and principals against our evaluation
criteria. Global-e reserves the right to terminate these Service Terms with
immediate notice at any time before the “know your customer” process is
completed, or not completed satisfactorily. Global-e reserves the right to
refuse or rescind any service if such process does not complete satisfactorily
and/or to disburse funds after this mandatory process is completed.
<![endif]>We are committed to render the Services and
carry on business in accordance with its Code of Conduct (available here: https://investors.global-e.com/corporate-governance/documents-charters).
We also require our vendors, sub-contractors and service providers to act in
accordance with the Vendor Code of Conduct (available in
this link). You are therefore required to act under these Service Terms in
accordance with the moral and ethical values of such policies and codes, and
you will take such actions required to ascertain that you employees and service
providers involved in the performance of these Service Terms will adhere to the
same philosophy and values for the management of their own companies/vendors.
<![endif]>Neither Party will be responsible for any
failure or delay in its performance under these Service Terms (except for any
payment obligations) due to causes beyond its reasonable control, including,
but not limited to, labor disputes, strikes, lockouts, shortages of or
inability to obtain labor, energy, raw materials or supplies, war, terrorism,
riot, acts of God or governmental action (in each case to the extent beyond its
<![endif]>These Service Terms are governed by and shall be
construed in accordance with the laws of the State of Delaware. Non-contractual
obligations (if any) arising out of or in connection with these Service Terms
(including its formation) shall also be governed by the laws of the State of
Delaware. The Parties submit to the exclusive jurisdiction of the courts
located in Wilmington, Delaware and each party hereby irrevocably submits to
the personal jurisdiction of such courts and waives any jurisdictional, venue,
or inconvenient forum objections to such courts. Notwithstanding the foregoing,
Global-e may seek injunctive relief in any court worldwide that has competent
jurisdiction. The United Nations Convention on Contracts for the International
Sale of Goods is hereby disclaimed.
<![endif]>The Parties hereby agree to the fullest extent
permitted by Applicable Law, that each of them irrevocably waives all right to
trial by jury as to any issue relating hereto in any action, proceeding, or
counterclaim arising out of or relating to these Service Terms.
<![endif]>All notices, consents and other communications
required or permitted to be given under these Service Terms will be in writing
and delivered by email transmission, by courier or overnight delivery service,
or by certified mail, and in each instance will be deemed given upon receipt.
All communications will be sent to the addresses set forth above or to such
other address as may be specified by either Party to the other Party in
accordance with this section.
<![endif]>Neither Party may assign these Service Terms
without the prior written consent of the non-assigning Party. Notwithstanding
the foregoing, these Service Terms may be freely assigned by either Party
without the consent of the other Party to any Affiliate or the context of an
M&A transaction. Any assignment in violation of this provision will be
invalid. These Service Terms will be binding upon, enforceable by and benefit
the Parties and their respective successors and assigns. "Affiliate"
shall mean any individual or entity that, at the applicable time, directly or
indirectly controls, is controlled with or by or is under common control with,
<![endif]>These Service Terms together with the schedules
and appendices hereto constitute complete and exclusive agreement between the
Parties concerning its subject matter and supersedes all prior or
contemporaneous agreements or understandings, written or oral, concerning the
subject matter of these Service Terms. In case of any conflicts between any of
the terms of the sections of these Service Terms and the attached Exhibits and
Schedules, the terms and conditions of these Service Terms shall prevail. These
Service Terms may not be modified or amended except in writing signed by a duly
authorized representative of each Party. If any provision of these Service
Terms is held to be invalid or unenforceable, the remainder will remain in full
force and effect. The waiver by either Party of any default or breach of these
Service Terms will not constitute a waiver of any other or subsequent default
<![endif]>Nothing contained in these Service Terms is intended, or shall be interpreted or construed to create or
establish a franchise. If any provision of these Service Terms is deemed to
create a franchise relationship between the Parties, then the Parties shall
negotiate in good faith to modify these Service Terms to affect the Parties’
original intent as closely as possible in a mutually acceptable manner so that
the transactions contemplated hereby are consummated as a vendor agreement and
not as a franchise agreement.
<![endif]>Nothing herein contained shall be construed to
constitute a joint venture or partnership between the Parties.
<![endif]>Global-e will be an independent contractor, and
its employees and/or other personnel will not be deemed to be your employees or
<![endif]>The titles of the sections of these Service
Terms are for convenience of reference only and are not to be considered in
construing these Service Terms. Unless the context of these Service Terms
clearly requires otherwise: (i) references to the
plural include the singular, the singular the plural, and the part the whole,
(ii) references to one gender include all genders, (iii) "or" has the
inclusive meaning frequently identified with the phrase "and/or," (iv)
"including" has the inclusive meaning frequently identified with the
phrase "including but not limited to" or "including without
limitation," (v) references to "hereunder," "herein"
or "hereof" relate to these Service Terms as a whole, (vi) the term
"days" refers to calendar days and not business days, unless
expressly noted and (vii) all monetary amounts are stated (and paid) in USD
unless otherwise is clearly indicated and agreed. The Parties agree that these
Service Terms shall be fairly interpreted in accordance with its terms without
any strict construction in favor of or against either Party, and
that ambiguities shall not be interpreted against the drafting Party.
<![endif]>For purposes of these Service Terms, the
Global-e Contracting Party is Flow Commerce Inc., a Delaware Corporation, with
offices located at 200 West 41st Street New York, New York 10036. Certain
features of the Services may be performed by other Global-e group-entities, to
which we will remain fully liable and responsible as if such group entity was
the Contracting Party under these Service Terms.
1 – PRICING [SHOPIFY MARKETS PRO - EARLY ACCESS]
<![endif]>6.5% of the Total
Order Value of a Customer Order as Shopify Markets Pro fee.
the Total Order Value of the Customer Order as Currency Conversion Fee*
Please note that
shipping label cost will be charged separately.
This Early Access
<![endif]>HS code classification
of your product catalog as described in the Service Terms
<![endif]>Customer Order payment
processing via supported payment service providers using payment methods
supported (currently, credit cards, Paypal, Klarna, Sofort, iDeal and others as we may add
from time to time at our sole discretion**), using, if applicable local
acquiring. Additional charges may apply for other Buy Now Pay Later payment
methods if enabled.
<![endif]>Fraud detection and
protection (credit cards) as described in the Service Terms.
<![endif]>Guaranteed Taxes and Duties calculation as described in the Service Terms.
<![endif]>Shipping label &
commercial invoice generation as described in the Service Terms.
<![endif]>Access to Duties
Prepaid shipping at negotiated rates.
* Currency Conversion
Fee contemplate the following:
local on the syndicated exchange rate of the day used for pricing - regardless
of market movement
<![endif]>30 day hedge from authorization to capture to protect against
fluctuations between order placement and shipment.
** Additional Payment
Methods may be added during Early Access
Data Processing Addendum
This Data Processing Addendum
(hereafter the “Addendum”) is a set
of data processing clauses that will determine how the Contracting Party of the Global-e group (as
defined in Section 7 hereof) (“Global-e”
or “we” or “us”) carry out the sharing (with you and third
parties) and the processing of Personal Data (as defined below) in accordance
with Applicable Data Protection
Legislation (as defined below).
Addendum amends and addends the <<Service Terms>> between us and you, and is incorporated into the Service Terms by refences.
<![endif]>For the purposes of this specific Addendum, the following
<![endif]>“Applicable Data Protection Laws” means,
(i) in EU Member States, Regulation (EU) 2016/679 of
the European Parliament and of the Council, of 27 April 2016 (the General Data Protection Regulation) and complementary national data protection laws, including any
guidance and / or codes of practice issued by the relevant Supervisory
Authorities within the EU; (ii) in non-EU countries, any applicable data protection laws regarding the safeguarding and lawful processing of
<![endif]>“Personal Data” means any information
relating to an identified or identifiable natural person; an identifiable natural
person is one who can be identified, directly or indirectly, in
particular by reference to an identifier such as a name, an
identification number, location data, an online identifier or to one or more
factors specific to the physical, physiological, genetic, mental, economic, cultural or social
identity of that natural person. For the avoidance of doubt, Personal Data has the meaning as set forth
in the Applicable Data Protection Laws;
<![endif]>“Processing” (as well as “Process”, “Processed” and other variations) means any operation, or set of
operations, which is performed on Personal Data, or on sets of Personal Data,
whether or not by automated means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use,
disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction;
<![endif]>“Data Controller” means,
in general, the natural or legal person,
public authority, agency or
other body which,
alone or jointly
with others, determines the purposes and means of the Processing of Personal Data;
<![endif]>“Data Subject” means any identified or identifiable natural
person whose Personal Data is included within the Shopper Data
shared with Global-e;
<![endif]>“Data Processor” means,
in general, a natural or legal person,
public authority, agency or
other body which Processes Personal Data on behalf of a Data Controller;
Contractual Clauses” means the standard
contractual clauses approved
by the European Commission
under Decision 2004/915/EC of 27 December 2004, amending Decision 2001/497/EC
as regards the introduction of an alternative set of standard contractual
clauses for the transfer of personal data to third countries (available here).
hereby acknowledge that they are adequately informed as to the Applicable Data
Protection Laws currently in force, regarding the Processing of Personal Data
which may be inherent to the performance of this Agreement, and hereby declare
that all such Processing of Personal Data will be carried out in
accordance with that legislation.
<![endif]>Each Party will have access to Personal Data, as necessary to ensure the correct execution, performance and management of the Service
Terms. Each Party will act as an independent Data Controller regarding such
Personal Data, and will therefore be solely
responsible for compliance with its own legal obligations around Processing of
such Personal Data.
<![endif]>In order to allow
the Services to be provided, you will share Personal Data related to its own Shoppers
(as defined in the Service Terms)
with Global-e (“Shopper Data”). The following terms apply to the Processing
of Shopper Data in connection with the provision of Services under [the Agreement]
[the Service Terms]:
<![endif]>Data Protection Roles. Each Party will act as an independent Data Controller
regarding the use of Shopper Data.
<![endif]>Lawfulness. You warrant and represent that you
had identified an appropriate legal basis, under the Applicable Data Protection Laws, for the collection of Shopper
Data, as well as for the sharing of Shopper
Data with Global-e in order to allow the Services to be provided, and that you
have taken all steps required under the Applicable Data Protection Laws
to ensure that the legal basis identified can be leveraged for these purposes. You
must disclose the identified legal basis to Global-e, and describe the steps taken to ensure that it can be leveraged
lawfully. Global-e agrees to provide any support reasonably necessary to allow you
to comply with the above.
warrant and represents that you have adequately informed the Data Subjects that their Personal Data would be shared with Global-e, as required by the Applicable
Data Protection Laws, prior to sharing Shopper Data with us. Additionally, you will
make Global-e’s privacy
policy available to its own customers
through the Store’s checkout page.
<![endif]>Purpose Limitation. The Parties
acknowledge that Global-e
shall be solely
responsible for any further
Processing of Shopper
Data which is not strictly
necessary for the provision
of the Services under this Agreement.
<![endif]>Data Minimization. you warrants and represents that it will not
share any Shopper Data with Global-e which is not strictly necessary
in order to allow the Services
to be provided lawfully, as required by the different laws which may apply to
the provision of the Services (including, but not limited to, the Applicable
Data Protection Laws). you acknowledges that Global-e
may require you to share additional categories of Shopper Data than those initially shared by you,
or may otherwise independently collect additional categories of Shopper Data
from the relevant individuals, where this is strictly necessary to allow the
Services to be provided lawfully in a given territory.
<![endif]>Accuracy. you warrants and represents that it has implemented effective
technical and organizational measures to ensure that the Shopper Data
which is shared with Global-e under this Agreement is accurate and up-to-date,
and that, to the best of its knowledge, all such Shopper Data shared with Global-e is accurate
and up to date as of the date on which they are shared. you
will promptly notify Global-e of, and keep Global-e updated on, any
rectifications made to the Shopper Data after such has been shared with Global-e.
Without prejudice to the above, you acknowledges that Global-e
may take steps to verify that Shopper Data received and used is accurate and up
to date (e.g., by interacting directly with the relevant individuals), as
necessary to ensure the correct performance of the Services.
<![endif]>Storage Limitation. Each Party is solely responsible for ensuring its own compliance with applicable obligations on
the retention of Shopper Data. In particular, Global-e
will be solely responsible for ensuring that Shopper Data received is not
Processed for any longer than necessary to meet the purposes for which it was
shared, or any other purposes for which Global-e may lawfully further Process Shopper
<![endif]>Security. Each Party is solely responsible for ensuring compliance with its own applicable
obligations on Shopper Data security. The Parties will coordinate to ensure
that any sharing of Shopper
Data carried out for the performance of the Services
is done through secure channels.
<![endif]>Accountability. Each Party is solely responsible for ensuring compliance with its own
applicable obligations on accountability around the use of Shopper Data. Each
Party agrees to provide
reasonable assistance to the other
Party as needed
to ensure that such
obligations can be complied with, in particular by
sharing information on their own
practices around the use of Personal Data
(excluding any confidential or business- sensitive information).
<![endif]>Data Subject Rights. Each Party is solely responsible for addressing any
requests or communications received from Data Subjects for the exercise of
their rights related to use of Shopper Data under the Applicable Data
Protection Laws. Each Party will promptly notify the other Party of any such requests or communications received which
involve the other Party, and collaborate in good faith
in order to ensure that such requests or communications are addressed in a
timely and proper manner.
<![endif]>Data Processors. Each Party
is solely responsible, as an independent Data Controller, for complying with the Applicable Data
Protection Laws on the engagement of Data Processors to handle Shopper Data on
<![endif]>Personal Data Breaches. Each Party is solely responsible for addressing any
security incidents it suffers which affect Shopper Data stored or otherwise
used by that Party, including prevention, detection, assessment, remediation and notification (to supervisory authorities
and/or individuals) of such incidents.
<![endif]>Cross-Border Transfers of Personal Data. Where necessary, under the Applicable Data Protection
Laws, to ensure the lawfulness of the sharing of Shopper Data from you to Global-e,
you and Global-e agree to comply with the Standard Contractual Clauses
(as approved by the European
Commission in Decision 2004/915/EC, of 27 December 2004). For these purposes:
<![endif]>With reference to Clause II(h) of the Standard Contractual Clauses, Global-e, as data
importer, will be bound by Option iii (i.e., the data processing principles set forth in Annex A of the Standard
<![endif]>With reference to
Annex B of the Standard Contractual Clauses, the following details apply:
<![endif]>Data subjects. The personal data transferred
concern the following categories of data subjects: Individual consignees and/or shippers for shipments to be performed on
behalf of the you.
<![endif]>Purposes of the transfer(s). The transfer
is made for the following purposes:
To allow for the
lawful provision of the Services, under the Agreement.
<![endif]>Categories of data. The personal data transferred concern the following
categories of data: Name, contact details,
mailing/delivery address, contents of shipments, additional data
required for shipment clearance as per local regulations, or otherwise to
lawfully provide the Services (e.g., national ID number / document copies).
The personal data transferred may be disclosed only to the following recipients
or categories of recipients: Other Global-e
Group affiliates or external subcontractors (as necessary to manage the
provision of the Services and ensure the cross-border delivery of Services),
screening providers and competent public authorities or bodies (where required
to lawfully provide the Services).
<![endif]>Sensitive data (if
appropriate). The personal data transferred concern the following categories of
sensitive data: As a rule, sensitive data
will not be handled in connection with the provision of the Services.
<![endif]>Additional useful information (storage limits and other relevant information). As laid down in the Agreement, Global-e will be solely