> ## Documentation Index
> Fetch the complete documentation index at: https://docs.usecharlie.ai/llms.txt
> Use this file to discover all available pages before exploring further.

# Terms & Conditions

> Charlie Platform Terms and Conditions

**Effective Date:** Upon execution of applicable Order Form or Specific Conditions

These Charlie Terms and Conditions ("Platform Terms") are entered into between Charlie SAS, a French simplified joint-stock company registered at RCS Paris under number 102 163 060, with registered offices at 90 Boulevard de la Tour-Maubourg, 75007 Paris, France ("Charlie"), and the entity identified in the applicable Order Form or Specific Conditions ("Customer").

## Article 1 - Definitions

| Term                 | Definition                                                                                                                                             |
| -------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ |
| **Affiliate**        | Any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity (more than 50% voting interests) |
| **Charlie Platform** | The proprietary order management system software application developed and maintained by Charlie                                                       |
| **Customer Data**    | All data accessed through Shopify's APIs in connection with Customer's use of the Services                                                             |
| **Documentation**    | All user manuals, technical manuals, and other materials provided by Charlie                                                                           |
| **Services**         | The provision of access to and use of the Platform, together with support and maintenance                                                              |
| **Shopify Store**    | Customer's online store(s) hosted on the Shopify platform                                                                                              |
| **Uptime**           | Platform availability calculated as a percentage of total time in a given calendar month                                                               |

## Article 2 - Grant of Rights and Service Provision

### License Grant

Subject to Customer's compliance with these Platform Terms and payment of all applicable fees, Charlie grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for Customer's internal business purposes in connection with Customer's Shopify Store(s).

### Service Levels

Charlie shall use commercially reasonable efforts to make the Platform available with an Uptime of at least **99.9%** measured on a monthly basis.

<Note>
  Scheduled maintenance shall be performed during off-peak hours with at least 48 hours advance notice.
</Note>

### Support Services

| Channel                  | Availability                         |
| ------------------------ | ------------------------------------ |
| Email                    | Monday–Friday, 9:00 AM – 6:00 PM CET |
| Slack (where applicable) | Business hours                       |

French public holidays are excluded.

### Updates and Improvements

Charlie may develop and provide updates, upgrades, bug fixes, patches, and other improvements to the Platform. Such updates shall be deemed part of the Platform and subject to these Platform Terms.

## Article 3 - Data Handling and Privacy

### No Data Storage Architecture

<Info>
  The Platform stores only operational configuration (location settings, routing rules, safety stock rules, webhook deduplication logs) in Cloudflare D1. No customer PII, payment data, or order content is stored. All commerce data remains within Shopify's infrastructure.
</Info>

The Platform accesses merchant data through Shopify's APIs to compute fulfillment decisions and writes back operational metafield values to Shopify. The minimal data stored in Charlie's own database is limited to app configuration and merchant-level operational state.

### Data Processing

To the extent that the Platform processes Customer Data, Charlie acts as a **data processor** on behalf of Customer, who remains the **data controller**.

### Security Measures

* OAuth 2.0 authentication for all API access
* Encryption of data in transit using TLS 1.2 or higher
* Role-based access controls
* Regular security audits

### Data Ownership

Customer retains all right, title, and interest in Customer Data. These Platform Terms do not grant Charlie any ownership rights in Customer Data.

## Article 4 - Payment Terms

### Fees

Customer shall pay fees as set forth in the applicable Specific Conditions or Order Form. Unless otherwise specified, all fees are in USD and exclusive of taxes.

### Payment Method

All fees shall be paid via the Shopify App Store billing system, direct invoicing, or such other agreed payment method. Fees are charged in advance on the first day of each calendar month.

### Taxes

Customer is responsible for all taxes except taxes based on Charlie's net income. B2B transactions follow the reverse charge mechanism under applicable EU directives.

### Late Payment

* Interest rate: 1.5% per month (or maximum permitted by law)
* Access suspension: After 30 days overdue
* Fee disputes: Must be notified within 30 days of invoice

## Article 5 - Intellectual Property Rights

### Charlie Intellectual Property

The Platform, including all software, Documentation, user interfaces, designs, and technology, are and shall remain the sole property of Charlie and its licensors.

### Customer Intellectual Property

Customer retains all rights in Customer's trademarks, logos, and any configurations created within the Platform.

### Feedback

Any suggestions or feedback provided by Customer may be used by Charlie without compensation or attribution.

## Article 6 - Confidentiality

### Confidential Information

"Confidential Information" means all information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential.

**Exclusions:**

* Publicly known information
* Information rightfully known prior to disclosure
* Independently developed information
* Information obtained from third parties without breach

### Duration

Confidentiality obligations survive termination for **five (5) years**.

## Article 7 - Warranties and Disclaimers

### Platform Warranty

Charlie warrants that the Platform will perform materially in accordance with the Documentation during the subscription term.

For Custom Features, Charlie warrants they will function according to agreed specifications for **90 days** following delivery.

### Disclaimer

<Warning>
  EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND CHARLIE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
</Warning>

## Article 8 - Indemnification and Limitation of Liability

### Customer Indemnification

Customer shall defend, indemnify, and hold harmless Charlie from third-party claims arising from:

* Customer's use of the Platform in violation of these Terms
* Customer's violation of any applicable law
* Disputes between Customer and its customers

### Limitation of Liability

<Warning>
  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. CHARLIE'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
</Warning>

## Article 9 - Term and Termination

### Termination for Cause

Either party may terminate immediately upon written notice if the other party:

* Materially breaches and fails to cure within 30 days
* Becomes insolvent or files for bankruptcy
* Breaches confidentiality or intellectual property provisions

### Effect of Termination

Upon termination:

* All licenses immediately terminate
* Customer must cease all use of the Platform
* Each party returns or destroys Confidential Information
* Accrued fees become immediately due

### Survival

Articles 3, 5, 6, 7.3, 8, 9.3, 9.4, and 10 survive termination.

## Article 10 - General Provisions

### Governing Law and Jurisdiction

These Platform Terms are governed by **French law**. Disputes are subject to the exclusive jurisdiction of the **Tribunal de Commerce de Paris**.

The UN Convention on Contracts for the International Sale of Goods is expressly excluded.

### Entire Agreement

These Platform Terms, together with applicable Specific Conditions or Order Forms, constitute the entire agreement between the parties.

### Amendment

These Terms may only be amended by written instrument signed by both parties.

### Assignment

Customer may not assign without Charlie's prior written consent. Charlie may freely assign.

### Force Majeure

Neither party is liable for failures due to acts of God, natural disasters, pandemic, government orders, war, terrorism, or other unforeseeable causes beyond reasonable control.

### Severability

If any provision is held invalid, the remaining provisions continue in full force.

### Notices

All notices shall be in writing and delivered by email, certified mail, or overnight courier.

| Party        | Contact                                               |
| ------------ | ----------------------------------------------------- |
| **Charlie**  | [support@usecharlie.ai](mailto:support@usecharlie.ai) |
| **Customer** | As specified in Specific Conditions                   |

### Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

### Language

These Platform Terms are drafted in English. In case of translation, the English version prevails.

***

By using Charlie, you acknowledge that you have read, understood, and agree to these Terms and Conditions.