Sheetly is a data tool for creating, managing, analyzing and distributing e-commerce product data for web merchants
As of July 2023
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Please read through these Terms (“Terms”). By browsing or using the Site or the Platform, you are fully agreeing to these Terms, which means a legal agreement is created between you and Sheetly (“Agreement”). To help you best understand these Terms, we’ll start with the basics and some important definitions, and then we’ll go through the Terms for using the Site and the Platform.
The following Terms apply to all users of the Site and the Platform. In addition, all applicable laws will also apply to your access and use of the Site and the Platform.
Sheetly offers a cloud-based platform designed to import, store, and export data, documents, and digital media provided by the Customer. Our Platform also serves as a space for different team members or Users to collaborate.
Please take a look at our Privacy Policy, which explains how we handle your personal information, GDPR, and cookies when you use our site: https://sheetly.io/privacy-policy/
1.1 "Account" refers to an account on the Sheetly Platform.
1.2 "Analytics Data" denotes statistics, metrics, and other analytics data that may be collected by the Customer via Google Analytics and/or other third-party data sources.
1.3 "Anonymous Data" signifies data that has been anonymized to ensure that the Customer's identity as the data source remains undisclosed.
1.4 "Brands" represents a company that legally owns one or more products and possesses all trademarks, intellectual property rights, etc. associated with those products.
1.5 "Confidential Information" encompasses any confidential information disclosed by one Party to the other Party. This includes information that is confidential in nature or explicitly identified as confidential, whether conveyed in written or spoken form.
1.6 Confidential Information does not include information that: (i) Sheetly is already aware of and is not required to keep confidential by the Customer; (ii) has been independently developed by Sheetly; (iii) is publicly available; (iv) has been rightfully disclosed to Sheetly by a third party not bound by confidentiality obligations; (v) has been approved for release by written agreement with the Customer; or (vi) constitutes Anonymous Data.
1.7 "Customer" or "you" refers to the company, organization, or individual linked to the account that enters into this Agreement with Sheetly. As previously mentioned, the Customer creates an Agreement by accepting the Terms or by signing a Master Hosted Service Agreement.
1.8 "Documentation" pertains to the manuals, specifications, FAQs, and other written and electronic materials created to describe the functionality, features, operating characteristics, maintenance, and use of the Sheetly Platform. These materials are provided by Sheetly.
1.9 "Party" refers to either the Customer or Sheetly, and "Parties" denotes both the Customer and Sheetly.
1.10 "Payment Terms" represent the fees applicable to the Customer's Subscription Plan.
1.11 "Platform" denotes Sheetly's cloud-based product information management platform, currently known as "Sheetly," including any cloud-based elements, modules, relevant functionality, content (excluding Customer-Supplied Content), concepts, features, and related documentation. This also includes all updates and customizations.
1.12 "Sheetly," "we," or "us" signifies Sheetly Ltd, headquartered at 93, Sparrow Farm Road, Epsom, KT172LP, United Kingdom.
1.13 "Privacy Policy" refers to Sheetly's Privacy Policy. As previously mentioned, this policy may be updated by Sheetly from time to time. The current version is available on the Sheetly website.
1.14 "Resellers" denotes companies that act as resellers of products legally owned by another company.
1.15 "Services" encompass all services provided or made available to the Customer by Sheetly under this Agreement or any Subscription Plan. These services include, but are not limited to, access and functionality of the Platform and Support Services.
1.16 "Site" refers to the Sheetly website and any other website(s) offered by Sheetly.
1.17 "Subscription Plan" refers to the type of subscription that Customers may sign up for in order to access the Sheetly Platform.
1.18 "Support Services" represent the dedicated account manager and the support services described in Section 4.
1.19 "User" refers to one of the Customer's employees, representatives, or any other individual permitted by the Customer to access the Sheetly Platform. These Users typically will be connected to the Customer's business or educational affairs.
1.20 "Verified Brands" refers to Brands that have undergone a verification process by Sheetly, where it has been confirmed that the company is the legal owner of a GS1 Company Prefix1. The GS1 Company Prefix is used to identify if a product is legally owned by a Verified Brand.
2.1 Services. Sheetly offers Customers access to the Platform. Customers are granted access to the Platform through either a Free Subscription Plan or a variety of Paid Subscription Plans. Subscription Plans may vary in their terms, such as the level of Platform functionality available to Customers, the fees charged to the Customer, and the timing of fees charged to the Customer. Detailed information regarding Subscription Plans is listed and described on our pricing page.
2.1.A. Free Subscription Plan. This Subscription Plan comes with a free Account ("Free Subscription Plan"). With a Free Subscription Plan, Customers will have access to limited Platform functionality. For a comprehensive overview of what our Free Subscription Plan includes, please refer to Sheetly pricing page.
2.1.B. Paid Subscription Plans. This Subscription Plan requires payment for the Account ("Paid Subscription Plan"). We offer a variety of Paid Subscription Plans, each with distinct features and benefits. Specific details of each Paid Subscription Plan can be found on our pricing page.
2.2 Privacy Policy. Both Sheetly and the Customer must adhere to the information and data usage policies of the other Party as stated in the Privacy Policy. In the event of conflicting terms between the Privacy Policy and the terms of this Agreement, the Privacy Policy will take precedence and serve as the final decision.
3.1 Authorized Users. Users with confirmed email addresses and access to at least one Account are granted access to the Sheetly Platform. Account administrators and owners are responsible for promptly notifying Sheetly support of any unauthorized use of their Accounts. Users are also required to report any known or suspected breaches of security. By accessing our Platform, all Users agree to abide by these Terms and the Privacy Policy.
3.2 Availability. Sheetly will make all reasonable efforts to ensure that the Platform is available to Customers based on the terms of their Subscription Plan.
3.3 Suspension. Sheetly reserves the right to suspend any Account if: (i) the Customer is using the Platform or Services in violation of this Agreement or applicable laws; (ii) there is evidence of unauthorized access to the Customer's system or Account; (iii) suspending the Platform or Services is necessary to protect the infrastructure; (iv) the law requires suspension; or (v) the Customer fails to make timely payments for Subscription Fees after receiving the fourth payment failure warning.
4.1 Email and Chat Support. Customers with a free Subscription Plan will have access to email support. While we aim to respond to email support questions within 8 support hours, in practice, our responses are often even faster. However, we do not guarantee any specific response time. Sheetly reserves the right to limit or deny access to support services if it deems that a Customer is misusing support or abusing the Sheetly support team.
To access email support, Customers can reach out to help@sheetly.com or use the contact form in the "Contact Us" section of the Site. Email support questions are accepted 24 hours a day, 7 days a week.
4.2 Customer Success Manager. Customers with a Paid Subscription Plan will receive email and chat support, as well as access to a designated "Customer Success Manager" who is available for unlimited virtual one-on-one meetings upon request. Customers can contact their designated Customer Success Manager through their direct email account or via their calendar link. The Customer's account manager information will be provided upon the official assignment after purchasing the Paid Subscription Plan.
4.3 Support Limitations. Sheetly provides technical support related to its API and the associated documentation. However, support for any third-party technologies built on Sheetly's API is not provided. Customers can reach out to inquire if their specific integration is supported.
For additional details on Account Management, Error Correction, and Feature Requests, please refer to the Support Exhibit in Exhibit A.
5.1 Sheetly's Retention. Sheetly retains all rights, titles, and interests related to its Platform and Services. Any modifications, upgrades, or developments to the Platform or Services ("Improvements") are the exclusive property of Sheetly. Feedback provided by Customers about the Platform or Services may be used by Sheetly for any purpose, including the creation of new functional features.
5.2 Platform Updates. Sheetly has the right to make improvements to its Platform or Services at any time, which may include the removal or modification of certain functionalities. Major changes will be communicated to Customers in writing, either through notifications within the Platform or via email.
5.3 Customer-Supplied Content. Customers have the right to store, modify, and distribute content related to their products on the Platform. This content, along with communications among team members, is referred to as "Customer-Supplied Content." While the ownership of Customer-Supplied Content belongs to the Customers, during the term of the Agreement, Sheetly may make modifications to the Customer-Supplied Content in certain circumstances, such as when Users have set up rules for automatic data transformation upon distribution or when Users explicitly request Support to modify data in their Account.
6.1 Content Restrictions. While Sheetly respects the integrity of Customer-Supplied Content, it must comply with legal requirements. The Platform will only host content that adheres to the law and Sheetly's policies. Customer-Supplied Content must not be unlawful, encourage unlawful behavior, contain viruses or similar programs that may damage the operation of Sheetly's or others' computers, violate the rights or intellectual property of any party, or be abusive, illegal, or threatening. Sheetly reserves the right to edit, modify, or remove Customer-Supplied Content that violates these standards. Customers are responsible for ensuring that their Customer-Supplied Content is true and accurate, and they must make updates as needed.
6.2 Use Restrictions. Customers and their Users must not use the Platform or Services for illegal purposes, resell, distribute, or sublicense them, use them for the benefit of anyone other than themselves or their Users, use them to build or research competing products or services, interfere with or disrupt the Platform, Services, or Sheetly's systems, introduce viruses or programming routines that disrupt or interrupt the use of the Platform, modify or create derivative works based on the Platform or Services, reverse engineer the Platform's internal operations, or use the Platform in a way that circumvents the features or functionality of their Subscription Plan.
7.1 Analytics; Anonymous Data. Sheetly may monitor and collect data related to Customers' and Users' use of the Platform for various purposes, such as improving the Platform and Services, providing updates and product support, and troubleshooting. Some of this data may be Anonymous Data, which Sheetly exclusively owns and may use for general business purposes without sharing or selling it to any third parties..
8.1. Payment and Taxes. As per the Sheetly Payment Terms, you are responsible for paying the fees associated with your chosen Subscription Plan. The fees outlined in the Subscription Plan do not include any applicable federal, local, foreign, or similar transaction taxes ("Taxes"). You agree to bear the responsibility for paying any Taxes, and if we pay Taxes on your behalf, we will invoice you for the amount and you will reimburse us accordingly.
8.2. Payment Schedule. The payment process is determined by the billing cycle you select, which can be either monthly or yearly. If you opt for the monthly payment plan, we will issue a monthly invoice, and payment is due within 15 days from the invoice date. For the yearly payment plan, we will invoice you annually, and payment is due within 30 days from the invoice date. If your invoice period is different from the standard options (e.g., 6 months or 2 years), the payment is due within 30 days. Failure to make payment within the specified time may result in the suspension of your Account. We will provide four payment notices before taking such action.
8.3. Non-Cancelable and Non-Refundable. Please note that payments made are non-cancelable and non-refundable. However, if you cancel your Paid Subscription Plan, you will retain access to the paid modules until the end of the prepaid period.
9.1. Indemnification by Customer. You agree to indemnify and hold Sheetly Payment, its affiliated companies, directors, employees, contractors, and agents harmless from any losses, damages, judgments, fines, and costs, including legal fees and expenses, arising from or related to: (i) your Customer-Supplied Content or Analytics Data; (ii) your use of the Platform or Services; (iii) your violation of any laws or regulations; (iv) third-party claims related to actions taken by you or someone using your password that, if true, would violate any terms of this Agreement; (v) any misrepresentations made by you; or (vi) breach of any representations or warranties you have made to us.
9.2. Indemnification Procedure. In the event of an indemnifiable claim, the indemnifying Party shall be notified in writing within thirty (30) days of becoming aware of such claim. The indemnifying Party will have sole control over the defense or settlement of the claim and shall provide the other Party with any requested information and assistance at the indemnifying Party's expense.
10.1. Mutual Representations and Warranties. Both Parties represent and warrant that they are valid and existing entities with the right to enter into this Agreement. Each Party has taken the necessary internal steps to authorize this Agreement, and they have the power and authority to fulfill their obligations and grant the rights stated herein.
10.2. Customer Representations and Warranties. You represent and warrant that you will comply with all applicable laws related to your use of the Platform and Services.
10.3. Sheetly Payment Representations and Warranties. Sheetly Payment represents and warrants that the Platform will operate as described in the Documentation during the Term.
10.4. Disclaimer. The Platform and Services are provided "as is" and "as available" without any warranties or representations, including but not limited to warranties of merchantability, fitness for a particular purpose, data accuracy, non-infringement, and uninterrupted use. Sheetly Payment does not guarantee that the Platform will meet your specific requirements or that it will be error-free.
11.1. Limitation of Liability. To the extent permitted by applicable law, you acknowledge and agree that: (i) you assume full responsibility for any loss resulting from your use of the Services; (ii) Sheetly Payment and its team shall not be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages, including any loss of data, profits, revenues, business opportunities, goodwill, or anticipated savings, even if advised of the possibility of such damages; and (iii) the total liability of Sheetly Payment and its third-party providers, licensors, distributors, or suppliers to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any claims arising out of or related to this Agreement, shall not exceed the total amount you paid for the Services in the preceding 6 months. Any action regarding this Agreement must be initiated within one (1) year from the date of the cause of action.
12.1. Confidentiality Obligations. Both Parties agree to maintain the confidentiality of each other's Confidential Information during the Term and after its termination. Confidential Information may only be disclosed to employees, advisors, or subcontractors who are also bound by confidentiality obligations. However, disclosure may be required if compelled by law, in which case the disclosing Party shall notify the other Party to contest the disclosure if possible.
13.1. Term. The Agreement commences upon acceptance or on the date specified in a signed Master Hosted Services Agreement and continues for the period stated in the chosen Subscription Plan (the "Initial Term"). After the Initial Term, the Agreement automatically renews for the same duration (the "Renewal Term") unless otherwise agreed upon. If you wish to cancel or make changes to your Paid Subscription Plan, you must provide at least a ten (10) days' notice before the start of the Renewal Term. Upon cancellation, you will be enrolled in the Free Subscription Plan at the end of the current term.
14.1.1. Termination with Cause. Either Party may terminate the Agreement or any Subscription Plan with a ten (10) days' notice if the other Party breaches any provisions of the Agreement, and the breach is not remedied within the notice period. Immediate termination may occur if the other Party declares bankruptcy or becomes insolvent.
14.1.2. Termination by Customer. You may terminate the Agreement or any Subscription Plan at any time without cause. However, no refund will be provided for fees already paid.
14.1.3. Termination by Sheetly Payment. Sheetly Payment may terminate the Agreement or any Subscription Plan without cause upon giving sixty (60) days' notice to the Customer. In such a case, future fees will not be due, and any prepaid fees for unused services will be reimbursed.
14.1.4. Termination and Specific Subscription Plans. Termination of a specific Subscription Plan does not automatically terminate the entire Agreement or other active Subscription Plans.
14.1.5. Post-Termination Access. If you terminate a Paid Subscription Plan, you will retain access to the features of that plan until the end of the prepaid period.
14.2. Plan Changes
14.2.1. Flexibility of Plan Changes. You can upgrade, downgrade, or terminate your Subscription Plan at any time without cause before the start of the Renewal Term.
14.2.2. Free Subscription Plan. You have the option to terminate your Account or upgrade your Subscription Plan to a Paid Subscription Plan. To fully terminate your Account, you must contact our Customer Success Team.
14.2.3. Paid Subscription Plan Changes. With a Paid Subscription Plan, you can (i) terminate your Account; (ii) switch to a Free Subscription Plan; or (iii) change to a different Paid Subscription Plan with different functionalities. If you switch from a paid to a free plan, you will continue to access your data within the limits set forth in the Free Subscription Plan.
14.2.4. Plan Changes Display. Upgrades and downgrades will be reflected in the "Plan Summary" section of your Account's admin section.
14.3. Actions Upon Termination
14.3.1. Termination of Paid Subscription Plan. Upon termination of a Paid Subscription Plan, all Services specified in that Subscription Plan will cease, and your account will automatically function as a Free Subscription Plan unless you choose a different Paid Subscription Plan.
14.3.2. Obligation to Pay for Services. Termination of a Subscription Plan or the Agreement does not release you from the obligation to pay for Services used before termination. If your Subscription Plan is terminated before you have fully used the prepaid Services, we will invoice you for the appropriate amount. However, you will not be charged for any Services we did not provide.
14.4. Survival. Sections 1 and 5-16 of the Agreement will survive any termination or expiration of the Agreement.
15.1. Governing Law. The Agreement and the Services will be governed by and construed in accordance with the laws of the United Kingdom, regardless of any conflicts of laws provisions.
15.2. Mandatory Arbitration. Any dispute arising from this Agreement that cannot be resolved amicably within thirty (30) business days after one Party notifies the other Party must be settled through arbitration under the Arbitration Act 1996. The arbitration proceedings shall be conducted in English.
15.3. Number of Arbitrators. The arbitration panel shall consist of three (3) arbitrators. Each Party shall appoint one arbitrator within 30 business days of initiating or receiving notice of arbitration. The third arbitrator, who will act as the chairman of the arbitral tribunal, shall be nominated by mutual agreement within 15 business days after the appointment of the second arbitrator.
15.4. Appointment of Third Arbitrator. If a Party fails to appoint an arbitrator, or if the two Parties cannot agree on the third arbitrator, the Spanish Court of Arbitration shall appoint the third arbitrator acting as the chairman.
15.5. Confidentiality of Arbitration. All information related to the arbitration proceedings, including any decisions or awards, shall be treated as Confidential Information and may not be disclosed except as provided for in Clause 13 of the Agreement.
16.1. Publicity. With your permission, Sheetly may use your company name and logo as a reference for marketing or promotional purposes on its website or in other communications with existing or potential customers, subject to your standard trademark usage guidelines.
16.2. Notice. Notices under this Agreement may be provided through electronic mail or written communication. Notices to you will be sent to your email address on record in your Account, while notices to Sheetly may be sent to help@sheetly.io.
16.3. Severability. If any provision of the Agreement is found to be unenforceable or contrary to law, the provision will be modified to the extent required to achieve its intended purpose while remaining consistent with applicable law. The remaining provisions of the Agreement will continue in full force and effect.
16.4. No Agency. The Parties agree that no joint venture, partnership, employment, or agency relationship exists between them as a result of this Agreement.
16.5. No Waiver. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of that right or provision unless explicitly acknowledged and agreed to in writing.
16.6. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, and governmental actions.
16.7. Assignment. You may not assign any rights or obligations under this Agreement to any third party without our prior written consent. Sheetly Payment may assign the Agreement and its rights and obligations under it to any other individual or entity at its discretion.
16.8. Entire Agreement. This Agreement, along with any applicable Subscription Plans, constitutes the entire agreement between you and Sheetly Payment, superseding all prior negotiations, discussions, or agreements, whether written or oral.
Sheetly is a data tool for creating, managing, analyzing and distributing e-commerce product data for web merchants