Pircel Customer Agreement

• It governs the Merchant's use of Pircel's shipping platform, including the Pircel dashboard, the API, and Pircel's apps and plugins for e-commerce platforms such as Pircel Shipping for Shopify (the "Service").
• The Data Processing Annex (the "DPA") is part of this agreement. On data protection, the DPA prevails.
• The website terms at pircel.com cover the website only. For the Service, this agreement prevails over them.

• The Service is for businesses only. Whoever accepts this agreement confirms they may bind the Merchant.
• The Merchant keeps its account details accurate, including its place of establishment, which decides the binding language (clause 13).
• The Merchant keeps its sign-in details secure and is responsible for what its users do in its account.

• Shipping rates at the Merchant's checkout, address checks, booking with couriers and labels, tracking written back to the Merchant's store, and records of cash-on-delivery amounts.
• The dashboard, with delivery statistics, courier invoice checks and data exports.
• Pircel may improve or change features. It changes or removes a feature the Merchant relies on only for a reason clause 10 allows, and with the notice clause 10 gives.

• The Merchant books every shipment through its own account with each courier, under its own agreement with that courier. The Merchant is the sender, and its name is on the label, the waybill and any customs or postal forms.
• Pircel doesn't carry, collect or hold parcels, and doesn't resell carriage. It isn't a party to the Merchant's contract with the courier.
• The courier is responsible for carriage, under its own terms. Pircel is responsible for passing the Merchant's shipment data to the courier as the Merchant instructs.

• The courier collects the cash and pays it directly to the Merchant's bank account. The money never passes through Pircel.
• Pircel records each amount, matches it against the courier's remittance report, and shows both in the dashboard.
• Pircel invoices its own fees separately, and never deducts them from cash-on-delivery amounts.
• Pircel has no access to or control over the money at any point: no float, no holding period, and no authority to direct where the courier pays. It provides no payment initiation or account information services.
• A missing or short payment is the Merchant's claim against the courier. Pircel provides the records it holds to support it.

• The Merchant pays the fees of the plan it chooses: per shipment, by subscription, or as agreed in writing. Fees are as shown when the Merchant chooses the plan, and VAT is added where it applies.
• When Pircel invoices, and when invoices are due, is set in the Merchant's order form or individual agreement.
• Subscriptions run for the term the Merchant chooses and don't renew automatically.
• Fees paid aren't refunded, except as clauses 10 and 12 say, or where the law requires it.
• Pircel changes its prices with at least 30 days' notice. A new price applies to a subscription only from its next term. A Merchant that doesn't want the new price may end this agreement before it applies, and Pircel refunds the unused part of any prepaid subscription.

• The Merchant uses the Service lawfully, gives accurate shipment data, and ships nothing its couriers or the law forbid.
• For its customers' data, the Merchant is the controller and Pircel is its processor, as the DPA sets out. The Merchant's own privacy notice covers the price check at checkout (DPA clause 14, "The Merchant's duties to shoppers").
• The Merchant doesn't try to access other merchants' data, or to disrupt or reverse-engineer the Service.

• Each party keeps the other's non-public business information confidential, and uses it only for this agreement.
• This lasts for 5 years after the agreement ends, and for trade secrets as long as they stay secret.

• Pircel owns the Service and its software.
• The Merchant owns its data. It lets Pircel use that data only to provide the Service, including support and keeping the Service running, as the DPA sets out.
• The Merchant can export its data from the dashboard at any time during this agreement.

• Reasons: Pircel may change this agreement or the DPA only for one of these reasons:
  • a change in the law, or in a regulator's guidance;
  • a security need;
  • a new or changed service.
• Changes on notice: a change that only adds protections for the Merchant, or that the law requires, takes effect on notice by email to the Merchant's account contact. It takes effect at least 30 days after the email, or sooner only where the law requires it.
• Changes that need acceptance: any other change applies only once the Merchant accepts it in the dashboard. Pircel shows the change, why it's made, and what happens if the Merchant doesn't accept.
• Pircel's email: Pircel also emails the Merchant's account contact when a version needs the Merchant's acceptance.
• If the Merchant chooses "Not now", closes the notice, or doesn't respond:
  • the current version keeps applying;
  • the Merchant has 30 days to accept, counted from its first "Not now" or from Pircel's email, whichever comes first;
  • after the 30 days, until it accepts, it can't create new shipments or labels anywhere, including through its store apps;
  • checkout rates, tracking, existing shipments and exports keep working;
  • accepting lifts the pause at once.
• Ending instead: a Merchant that doesn't want a change may end this agreement before the change applies to it, at no cost. Pircel then refunds the unused part of any prepaid subscription.
• Pircel keeps every version unchanged at a permanent dated address, and records which version each Merchant accepted and when.

• The cap: each party's total liability to the other, under this agreement and the DPA together, is limited to the fees the Merchant paid Pircel in the 12 months before the event that gave rise to the claim. It is never less than €250 and never more than €10,000. The same cap applies to Pircel and to the Merchant.
• What that means in euros:
  • a Merchant paying €40 a month has paid €480 in those 12 months, so the cap is €480;
  • a Merchant paying €15 a month has paid €180, so the floor applies and the cap is €250;
  • a Merchant paying €1,000 a month has paid €12,000, so the ceiling applies and the cap is €10,000.
• What the cap doesn't limit:
  • (a) harm caused intentionally or by gross negligence, by a party or by its staff, sub-processors or other helpers;
  • (b) death, personal injury, or harm to health, liberty or honour;
  • (c) liability for defective products;
  • (d) any other liability that applicable law doesn't allow to be excluded or limited, including in standard terms;
  • (e) breaches of confidentiality (clause 8);
  • (f) fees the Merchant owes.
• Data subjects: the cap doesn't limit anyone's liability to data subjects under Article 82(1) GDPR. It does govern the claims between the parties under Article 82(5).

• The Merchant may end this agreement at any time, by closing its account or by telling Pircel in writing. Disconnecting a store doesn't end it.
• Pircel may end it with 60 days' written notice. It refunds the unused part of any prepaid subscription.
• Ending for breach: either party may end it at once if the other seriously breaches it and doesn't fix the breach within 14 days of written notice.
• Suspension:
  • Pircel may suspend the Service, in whole or in part, if invoices stay unpaid 14 days after a reminder, if the account's use puts the Service's security at risk, or if the use is unlawful.
  • Pircel tells the Merchant why, suspends no more than it needs to, and restores the Service once the reason is gone.
• After it ends:
  • If the Merchant asks at privacy@pircel.com, Pircel returns or deletes the Merchant's customers' data within 30 days of the request.
  • Otherwise the retention periods in the DPA keep running, and the data is deleted as they run out.
  • Pircel keeps its own charge records, which hold no names or contact details of the Merchant's customers.
  • Clauses 5, 8, 9, 11, 13 and 14 continue.

• This agreement and the DPA are published in Greek and in English.
• For a Merchant established in Greece, the Greek text is binding, and the English is a translation for convenience. For any other Merchant, the English text is binding.
• The place of establishment is the one in the Merchant's Pircel account. Where none is recorded, the Greek text is binding. The language the Merchant reads in doesn't change which text binds.

• Greek law governs this agreement.
• The courts of Athens have jurisdiction, without depriving the Merchant of any protection that mandatory law where it's established gives it.

• Entire agreement: this agreement and the DPA are the whole agreement on the Service.
• Severability: if a term is invalid, the rest stays in force.
• Assignment: neither party transfers this agreement without the other's consent, except to a successor in a merger or a sale of its business, with notice.
• Force majeure: neither party is liable for delay caused by events outside its reasonable control. That includes couriers' and platforms' outages, but not a failure of its own systems or its own sub-processors.
• Notices: to Pircel at legal@pircel.com; to the Merchant at its account contact's email.

Contact: legal@pircel.com, or Pircel, 32 Voukourestiou Street, 106 71 Athens, Greece.