Terms of Service

Last updated: 2025-09-29

Swepio – an online B2B/B2B2C order, pricing, inventory, and warehouse management platform (hereinafter – the Services), operated by UAB Deltamina, company code 304928145, VAT code LT100013070711 (hereinafter – Swepio, we, us). These Terms explain the obligations of both us and you (the client) and apply from the moment you first access the Services. We may amend these Terms; in case of material changes, we will notify you by email, in-app message, or via our website. By using the Services, you confirm that you have read and agree to the most recent version of these Terms.

1. Definitions

“Agreement” – these Terms and any additional appendices or policies (e.g., Privacy Policy, Data Processing Agreement).

“Subscription” – a paid service plan (e.g., Starter, Premium, Enterprise) and/or add-ons.

“Access Fee” – the monthly or annual Subscription fee based on your usage (users/seats, modules, API limits, order volumes, etc.).

“Data” – information you upload or submit to the Services (including your customers’ data).

“Invited User” – a person authorized by the Subscriber to access the Services.

“Third-Party Applications” – integrations or services provided by third parties (e.g., couriers, accounting/ERP, payments, BI).

“Intellectual Property Rights” – copyrights, trademarks, inventions, and other rights.

2. Use of Services

2.1. License. We grant you a limited, non-exclusive, non-transferable right to use the Services under your Subscription. Roles and access levels are determined by the Subscriber; the Subscriber is responsible for Invited Users and their actions.

2.2. Implementation / Onboarding. If you purchase implementation or training services, they are payable in advance as per the quote/invoice and are non-refundable once commenced. All deliverables and related Intellectual Property Rights remain the property of Swepio. You are granted the right to use them only to the extent required for operating the Services.

2.3. Configuration. You are responsible for configuring the Services, importing data, enabling integrations, and ensuring compatibility with your internal environment. We provide regular support (see Section 10) but do not provide accounting or consulting services.

3. Your Obligations

3.1. General. You will use the Services for lawful internal business purposes and only if you have the legal right to process the Data. You must ensure that Invited Users comply with these Terms.

3.2. Access Security. You must keep passwords, keys, and tokens secure. You must promptly notify us of any security breach. You must not attempt to compromise system security, disrupt the Services, bypass access controls, modify/copy/reverse-engineer the Services, use them to build a competing product, or upload malicious or unlawful files/content.

3.3. Fair Use Policy. We reserve the right to apply fair use limits and/or additional charges for excessive use (e.g., unusually high API calls in a short interval, abnormally large order volumes, excessive support requests). Where possible, we will provide notice and time to remedy before imposing restrictions.

3.4. Data. You are responsible for backups and for ensuring Data storage and access comply with applicable laws (including accounting, tax, and privacy). Do not enter credit card data, highly sensitive personal data, or health data into free text fields.

4. Confidentiality and Privacy (GDPR)

4.1. Confidentiality. Each party undertakes to keep the other party’s confidential information secure and to use it only for the purposes of this Agreement. Exceptions include mandatory disclosure required by law (with notice where possible), publicly known information, information lawfully obtained from third parties, or developed independently.

4.2. Privacy and Data Processing Agreement. We comply with GDPR and our Privacy Policy when processing personal data. Where Swepio acts as a data processor, a Data Processing Agreement (DPA) applies. Swepio implements appropriate technical and organizational measures to ensure the security of personal data.

5. Intellectual Property

5.1. Services. All Intellectual Property Rights in the Services and related documentation belong to Swepio and/or its licensors.

5.2. Data. Data remains your property. You grant Swepio the right to use, copy, transmit, store, and back up Data as necessary for providing the Services and as set out in this Agreement.

5.3. Performance Data. We may aggregate and anonymize usage and performance data (e.g., load, feature usage statistics) for service improvement, diagnostics, and security.

5.4. Feedback. Any feedback or suggestions you provide may be used without compensation or limitation.

6. Third-Party Applications and Integrations

6.1. Integrations are provided by relevant third parties (e.g., couriers, accounting/ERP, payments, BI, e-commerce channels). You decide whether to enable them; third-party terms may apply.

6.2. Swepio is not responsible for the operation or compliance of third-party services. You use them at your own risk.

7. Warranties and Limitations of Liability

7.1. The Services are provided “as is.” We make no warranties that the Services will be uninterrupted or error-free, or that they will meet your specific needs or all legal requirements.

7.2. We are not liable for indirect damages, loss of reputation, loss or corruption of data, or actions of third parties.

7.3. Swepio’s maximum liability for losses in any 12-month period shall not exceed the Subscription fees paid by you during that period.

8. Subscription and Payments

8.1. Subscriptions may be annual or monthly. Invoices are issued in advance, payments are made via Stripe or another agreed method.

8.2. Prices may be adjusted; we will notify you at least 20 days prior to new prices taking effect.

8.3. VAT: Lithuanian clients are subject to 21% VAT. EU clients with a valid VAT number – 0% (reverse charge). EU clients without a VAT number – VAT applies under OSS or 21% Lithuanian VAT.

8.4. Subscription fees are non-refundable. Cancellation of an active Subscription does not entitle you to reimbursement of unused amounts.

9. Term and Termination

9.1. Trial. You may try the Services free of charge for a limited period. If you do not purchase a Subscription, the account will be disabled.

9.2. Termination. Either party may terminate this Agreement with 30 days’ written notice. In case of material breach, termination may occur immediately.

9.3. Upon termination: you must immediately cease using the Services, pay all outstanding fees, and we may delete or block access to your Data after 30 days from termination.

10. Support and Availability

10.1. We provide technical support via helpdesk or email. Please perform basic diagnostics before contacting support.

10.2. The Services may occasionally be unavailable due to maintenance or updates; we will notify you in advance of planned downtime.

10.3. Swepio is not responsible for failures in the internet or third-party infrastructure.

11. Final Provisions

11.1. These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Swepio.

11.2. Neither party shall be liable for non-performance caused by force majeure events.

11.3. If any provision is deemed invalid, the remaining provisions shall remain in effect.

11.4. Rights and obligations may not be assigned without the other party’s consent.

11.5. This Agreement is governed by the laws of the Republic of Lithuania, and disputes shall be settled in Lithuanian courts.

11.6. Notices shall be sent by email – to you at the address specified in your account, to us at [email protected].