Deagor is a WMS SaaS platform that connects your ecommerce site, marketplaces, courier sites, your ERP, and your warehouse. We provide you with a dashboard to manage your online store, analyze customer purchasing processes, and serve them better.
1.1 THIS AGREEMENT
This document constitutes a legal agreement between you, the User, and the company managing Deagor and governs your use of the Platform and, in any case, the use of the services provided.
1.2 DEFINITIONS
– “Legal Agreement” “Contract” means that the terms of this agreement, once accepted by the User, are binding on the latter;
– “User” “you” “your” and similar terms, both singular and plural, refer to you, the User;
– “Owner”, “we” “our” and similar terms refer to the company that owns and manages Deagor;
– “Product” both singular and plural indicate the goods and services sent by Deagor, including but not limited to, packaging and related materials;
– “Services” refers to the features and functionalities you can use through Deagor;
– “Rates”: rates, surcharges, or shipping costs adopted by Couriers at any given time;
– “Courier” “Carrier”: the Courier/Carrier appointed by Deagor on behalf of the Customer to provide Services;
– “Contractual Withdrawal”: indicates Deagor’s ability to withdraw from this contract by giving adequate notice to the User.
1.3 ACCEPTANCE OF THE CONTRACT
To use the Services, you must carefully read and accept this Contract, together with the Privacy Policy which is an integral part of it. If you do not accept the Contract, you will not be able to use the Service.
2.1 REGISTRATION
To use the Service, the User can open an account by providing all the required data and information completely and truthfully. It is not possible to use the Service without opening a User account.
It is the responsibility of the Users to keep their access credentials secure and maintain their confidentiality. To this end, Users must choose a password that corresponds to the highest level of security available.
By creating an account, the User agrees to be fully responsible for any activity carried out with their access credentials. Users are required to inform the Owner immediately and unequivocally through the contact details indicated in this document if they believe that their personal information, such as the User account, access credentials, or personal data, has been violated, unlawfully disseminated, or stolen.
2.2 ACCOUNT CLOSURE
The User is free to close their account and cease using the Service at any time, from their user area in the Privacy Settings section.
Closing the User account will also result in the permanent removal of their control panel and the automatic cancellation of the chosen plan if purchased. Deagor will not provide any pro-rata refund.
2.3 ACCOUNT SUSPENSION AND CANCELLATION
The Owner reserves the right to suspend or cancel a User’s account at any time at its discretion and without notice in the following cases:
– The User has violated these Terms; – The User’s access to Deagor may cause harm to the Owner, other Users, or third parties; – The User’s use of Deagor may result in a violation of laws or regulations; – In case of judicial investigations or government procedures; – If the User account or the use made of it is considered, at the sole discretion of the Owner, inappropriate, offensive, or contrary to these Terms.
The suspension or cancellation of the account does not entitle the User to any compensation, refund, or indemnity.
The suspension or cancellation of an account for reasons attributable to the User does not exempt the User from paying any applicable fees or charges.
2.4 CONTENT ON DEAGOR
Unless otherwise specified or clearly recognizable, all content available on DEAGOR is owned by or provided by the Owner or its licensors. The Owner will ensure that the content available on Deagor does not violate applicable laws or third-party rights. However, it is not always possible to achieve such a result. In such cases, without prejudice to legally exercisable rights and claims, Users are requested to direct the relevant complaints to the contact details specified in this document.
2.5 RIGHTS ON DEAGOR CONTENT
The Owner holds and expressly reserves all intellectual property rights on the aforementioned content. Users are not authorized to use the content in any way that is not necessary or implicit in the proper use of the Service. In particular, but without exclusions, Users are prohibited from copying, downloading, sharing beyond the specified limits, modifying, translating, processing, publishing, transmitting, selling, sublicensing, transforming, transferring/alienating to third parties, or creating derivative works from the content available on Deagor, or allowing third parties to undertake such activities through their User account or device, even without their knowledge. Where expressly indicated on Deagor, the User is authorized to download, copy, and/or share certain content available on Deagor exclusively for personal and non-commercial purposes and provided that the attribution of authorship of the work and any other relevant circumstances required by the Owner are observed. The limitations and exclusions provided by copyright law remain unaffected.
2.6 ACCESS TO EXTERNAL RESOURCES
Through Deagor, Users may have access to resources provided by third parties. Users acknowledge and accept that the Owner has no control over such resources and therefore is not responsible for their content and availability. The conditions applicable to resources provided by third parties, including those applicable to any grants of rights on content, are determined by the third parties themselves and governed by their respective terms and conditions or, in their absence, by law.
2.7 PERMITTED USE
Deagor and its Services can only be used for the purposes for which they are offered, according to these Terms and under applicable law.
It is the sole responsibility of the User to ensure that the use of Deagor and/or the Service does not violate the law, regulations, or third-party rights. Therefore, the Owner reserves the right to take any appropriate measures to protect its legitimate interests, and in particular to deny the User access to Deagor or the Service, terminate contracts, report any censurable activity carried out through Deagor or the Service to the competent authorities – e.g., judicial or administrative authority – whenever the User engages in or there is suspicion that they engage in:
Violations of laws, regulations, and/or the Terms; Infringements of third-party rights; Acts that may significantly harm the legitimate interests of the Owner; Offenses to the Owner or a third party.
2.8 SOFTWARE LICENSE
Any intellectual or industrial property rights, as well as any other exclusive rights existing on the software or technology integrated into or related to Deagor, are held by the Owner and/or its licensor. Provided that the User complies with these Terms and notwithstanding any divergent provision contained therein, the Owner grants Users a revocable, non-exclusive, non-transferable, and non-sublicensable license to use the software and/or technology integrated into the Service within the framework and for the purposes of Deagor and the Service offered.
The license does not include any right of access to, use, or disclosure of the original source code to the User. The techniques, algorithms, and procedures contained in the software and the related documentation are the exclusive property of the Owner or its licensor. The grant of rights and licenses to the User ceases with immediate effect in case of termination or expiration of the Agreement.
2.9 API USAGE CONDITIONS
Users can access the service through the Application Program Interface (API). Any use of the API is subject to these Terms and in addition, the User expressly acknowledges and agrees that the Owner is not liable for damages or losses resulting from the User’s use of the API or third-party services that access data through the API.
The costs, duration, and conditions applicable to the Services are described below and in the respective sections of Deagor. Both the Contract and its possible modifications and integrations are binding on Deagor only if they have been confirmed in writing by the same. The Contract is valid if, on the part of Deagor, it has been confirmed or signed by an officer authorized to represent it. During the Deagor service purchase procedure, the User will have the opportunity to select one or more additional services to be linked to their service. Additional services do not constitute standalone services and cannot be purchased separately from the Deagor Service, except for Hardware products.
Each Contract includes Deagor’s ability to appoint third parties, including but not limited to Couriers, and to accept the Rates and any liability limitations of such third parties also on behalf of the Customer. Deagor is not responsible for the choice of these third parties, their possible non-compliance, or damages of any nature or for any cause, caused by the aforementioned third parties, regardless of the element on which the liability is based, except in cases of willful misconduct or intentional imprudence by Deagor’s management.
3.1 SERVICE PURCHASE PROCEDURE
The User’s order submission determines the conclusion of the contract and gives rise to the User’s obligation to pay the price, taxes, and any additional charges and expenses, as specified on the order page. Once the order is submitted, Users will be sent an order receipt confirmation. All notifications related to the purchase procedure described above will be sent to the email address provided by the User for this purpose.
3.2 PRICES AND SUBSCRIPTION PLANS
During the purchase procedure and before submitting the order, Users are duly informed of all fees, taxes, and costs (including any shipping costs) that will be charged to them. The User can consult the different subscriptions in the “Prices” section on the website. Prices on Deagor include all applicable fees, taxes, and costs or are indicated net of applicable fees, taxes, and costs.
If the Contract is expanded or modified at the Customer’s request, or if unforeseen circumstances occur, this may result in additional costs. Deagor will make it a priority to inform the Customer as soon as possible about the additional costs.
3.3 PAYMENT METHODS
The details regarding the accepted payment methods are highlighted during the purchase procedure. Some payment methods are subject to additional conditions or involve additional costs. Detailed information is provided in the relevant section of Deagor. Payment methods marked as such are managed directly by the Payment Method. The Owner does not collect or store the data necessary for managing payments and fulfilling related legal obligations. For further information on the processing of personal data and related rights, the User can refer to Deagor’s Privacy policy. In case the payment made with one of the available methods fails or is rejected by the payment service provider, the Owner is not obliged to execute the order. Any costs or fees resulting from the failed or rejected payment are the responsibility of the User.
3.4 RESERVATION OF USAGE RIGHTS ON DEAGOR SERVICES
Until the Owner receives full payment of the purchase price, the User does not acquire usage rights on the ordered services.
3.5 SERVICE ACTIVATION AND PERFORMANCE
From the User’s order submission, Deagor will confirm or not the activation of the service via confirmation email, after performing all required checks and in any case within the maximum time agreed with the customer, a maximum time of 15 days from the User’s order submission. Unless otherwise agreed in writing, from the moment of delivery, the risk for the Products provided by Deagor is borne by the Customer. The mere expiration of a term, including a delivery term, does not determine Deagor’s non-compliance. Non-compliance always requires a written notice, in which a reasonable term is granted to Deagor to still fulfill its obligation. Deagor has the right to make partial deliveries. If and as soon as Deagor, due to an impediment by the Customer or for any other reason attributable to the Customer itself, cannot fulfill its contractual obligations in the agreed manner, the Customer is required to compensate the expenses incurred and the damage suffered by Deagor.
3.6 SUBSCRIPTIONS
Deagor offers the Customer 3 types of Subscription: Essential, Business, Professional.
The subscriptions have a monthly or annual duration, depending on the subscription formula that the User chooses when purchasing the service. Customer payments to Deagor will be monthly or annual, based on the formula chosen by the Customer. The Customer can use Deagor for shipments through their own contract with a Courier. All Subscriptions include a 15-day trial period, after which the Customer can choose whether to continue using Deagor or withdraw without any cost. Paid subscriptions start the day the Owner confirms the activation of the service through the confirmation email. To keep the subscription active, the User is required to pay the periodic fee requested according to the terms indicated by the Platform. Otherwise, the service will be interrupted. When the User pays the Deagor fees, they will receive invoices according to the expected timelines, by the 1st and 16th day of the following month.
3.7 PARTNER PROGRAM
Deagor offers the possibility of affiliation to the Platform through the Partner Program, only for annual renewals, with the following percentages: • Up to 2 affiliates: 5% on the amount of all subscriptions (excluding any additional server) • From 3 to 5 affiliates: 10% on the amount of all subscriptions (excluding any additional server) • From the 6th affiliate onwards: 15% on the amount of all subscriptions (excluding any additional server)
3.8 CONTRACTUAL WITHDRAWAL BY DEAGOR
Without prejudice to the rights and obligations arising from these Terms, Deagor has the right to terminate the contract(s) entered into with the Users by giving adequate notice concerning the subscription subscribed by the User.
In particular, Deagor, if it believes that the User’s behavior is contrary to these terms, the law, or any other applicable provision, as well as at its sole discretion, will send a formal withdrawal email to the address indicated by the User as the main contact, within the following terms:
Within 15 days of the next subscription renewal, if the User uses a monthly subscription; Within 30 days of the next subscription renewal, if the User uses an annual subscription.
4.1 INDEMNITY
The User agrees to indemnify and hold harmless the Owner and its subsidiaries, affiliates, officers, agents, co-brand owners, partners, and employees from any claim or demand – including, without limitation, legal fees and expenses – made by any third party due to or in connection with culpable conduct such as the use or connection to the service, the violation of these Terms, the violation of third-party rights or laws by the User, its affiliates, officers, agents, co-brand owners, partners, and employees, to the extent of the law.
4.2 LIMITATION OF USER LIABILITY
Unless otherwise specified and without prejudice to the applicable legal provisions regarding product liability, any compensation claim against the Owner (or any natural or legal person acting on its behalf) is excluded. The foregoing does not limit the Owner’s liability for death, personal injury or physical or mental integrity, damages resulting from the violation of essential contractual obligations, such as obligations strictly necessary to achieve the purpose of the contract, and/or damages caused by willful misconduct or gross negligence, provided that the User’s use of Deagor was appropriate and correct. Unless the damages were caused by willful misconduct or gross negligence or affect life and/or personal, physical, or mental integrity, the Owner is only liable to the extent of the typical damage for the type of contract and foreseeable at the time of conclusion. In particular, within the limits specified above, the Owner assumes no responsibility regarding:
– Any lost profits or other losses, even indirect, that the User may have suffered (such as, by way of example, business losses, loss of revenue, profits or anticipated savings, loss of contractual or commercial relationships, loss of goodwill or damage to reputation, etc.); – Damages or losses resulting from interruptions or malfunctions of Deagor due to force majeure or unforeseen and unpredictable events and, in any case, independent of the will and beyond the control of the Owner, such as, by way of example, failures or interruptions of telephone or electrical lines, Internet connection and/or other transmission means, inaccessibility of websites, strikes, natural disasters, viruses and cyber attacks, interruptions in the supply of products, services or applications by third parties; – Any losses that are not a direct consequence of a violation of the Terms by the Owner; – Damages, harm, or losses due to viruses or other malware contained or connected to files downloadable from the Internet or through Deagor. Users are responsible for adopting adequate security measures – such as antivirus – and firewalls to prevent infections or attacks and to protect backup copies of all data and/or information exchanged or uploaded on Deagor. – In case of liability of the Owner, the compensation due cannot exceed the total amount of payments that have been, will be, or could be contractually due to the Owner by the User for a period of 12 months or for the entire duration of the Agreement, if shorter.
5.1 NO IMPLIED WAIVER
The failure to exercise legal rights or claims arising from these Terms by the Owner does not constitute a waiver of the same. No waiver can be considered final in relation to a specific right or any other right.
5.2 SERVICE INTERRUPTION
To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates, or any other modification, giving appropriate notice to the Users. Within the limits of the law, the Owner reserves the right to suspend or completely terminate the Service. In case of termination of the Service, the Owner will endeavor to allow Users to extract their Personal Data and information according to legal provisions.
Furthermore, the Service may not be available for reasons beyond the reasonable control of the Owner, such as force majeure (e.g., strikes, infrastructure malfunctions, blackouts, etc.).
5.3 RESALE OF THE SERVICE
Users are not authorized to reproduce, duplicate, copy, sell, resell, or exploit Deagor or the Service in whole or in part without prior written consent from the Owner, either directly or through a legitimate resale program.
5.4 INTELLECTUAL PROPERTY
Without prejudice to any more specific provision contained in the Terms, the intellectual and industrial property rights, such as copyrights, trademarks, patents, and models related to Deagor, are held exclusively by the Owner or its licensors and are protected under applicable intellectual property laws and international treaties.
All trademarks – whether denominative or figurative – and any other distinctive sign, company, service mark, illustration, image, or logo that appears in connection with Deagor are and remain the exclusive property of the Owner or its licensors and are protected under applicable intellectual property laws and international treaties.
5.5 AMENDMENTS TO THE TERMS
The Owner reserves the right to modify the Terms at any time. In such cases, the Owner will provide appropriate notice of the changes to the Users. The changes will affect the relationship with the User only for the future. Continued use of the Service implies the User’s acceptance of the updated Terms. If the User does not wish to accept the changes, they must cease using the Service. Failure to accept the updated Terms may result in the ability of each party to withdraw from the Agreement.
The previous applicable version continues to govern the relationship until the User’s acceptance. This version can be requested from the Owner. If required by applicable law, the Owner will specify the date by which the changes to the Terms will take effect.
5.6 ASSIGNMENT OF THE CONTRACT
The Owner reserves the right to transfer, assign, dispose of, novate, or subcontract individual or all rights and obligations under these Terms, taking into account the legitimate interests of the Users. The provisions relating to the modification of these Terms apply. The User is not authorized to assign or transfer their rights and obligations under the Terms without the written consent of the Owner.
5.7 CONTACTS
All communications regarding the use of Deagor must be sent to the contact details indicated in this document.
5.8 SEVERABILITY CLAUSE
If any provision of these Terms should be or become null or ineffective under applicable law, the nullity or ineffectiveness of such provision does not cause the ineffectiveness of the remaining provisions, which therefore remain valid and effective. If a provision of these Terms should be or become null, invalid, or ineffective, the parties will endeavor to identify a valid and effective replacement provision for the null, invalid, or ineffective one amicably. In the absence of agreement within the aforementioned terms, if permitted or provided by applicable law, the null, invalid, or ineffective provision will be replaced by the applicable legal provision. Without prejudice to the foregoing, the nullity, invalidity, or ineffectiveness of a specific provision of these Terms does not entail the nullity of the entire Agreement, unless the null, invalid, or ineffective provisions within the framework of the Agreement are essential or of such importance that the parties would not have concluded the contract if they had known that the provision would be invalid, or in cases where the remaining provisions would entail an excessive and unacceptable burden for one of the parties.
5.9 BINDING VERSION OF THE TERMS
The Terms are drafted and reviewed in Italian. Other language versions of the Terms are for informational purposes only. In case of discrepancy between the different language versions, the original prevails.
6.1 APPLICABLE LAW
The Terms are governed by the law of the place where the Owner is established, as indicated in the relevant section of this document, regardless of conflict of laws rules.
6.2 COMPETENT COURT
The exclusive jurisdiction to hear any dispute arising from or in connection with the Terms belongs to the court of the place where the Owner is established, as indicated in the relevant section of this document.
6.3 AMICABLE RESOLUTION OF DISPUTES
Users can report any disputes to the Owner, who will try to resolve them amicably.
Without prejudice to the Users’ right to take legal action, in case of disputes related to the use of Deagor or the Service, Users are requested to contact the Owner at the contact details indicated in this document. The User can address a complaint to the Owner’s email address indicated in this document, including a brief description and, if applicable, the details of the order, purchase, or account concerned. The Owner will process the request without undue delay and within 7 days of its receipt.
The entity responsible for Deagor is:
DF S.r.l. Via Madre Teresa di Calcutta 22 70022 – ALTAMURA – BA
VAT IT07979890725
Owner’s email address: [email protected]
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