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 Autrement |
| 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 Autrement |
| 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, Autrement 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
Autrement shall use commercially reasonable efforts to make the Platform available with an Uptime of at least 99.9% measured on a monthly basis.Scheduled maintenance shall be performed during off-peak hours with at least 48 hours advance notice.
Support Services
| Channel | Availability |
|---|---|
| Monday–Friday, 9:00 AM – 6:00 PM CET | |
| Slack (where applicable) | Business hours |
Updates and Improvements
Autrement 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
The Platform does not store, host, retain, or maintain any Customer Data. All data accessed is retrieved in real-time through Shopify’s APIs and remains within Shopify’s infrastructure.
Data Processing
To the extent that the Platform processes Customer Data, Autrement 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 Autrement 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 Stripe 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 Autrement’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
Autrement Intellectual Property
The Platform, including all software, Documentation, user interfaces, designs, and technology, are and shall remain the sole property of Autrement 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 Autrement 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
Autrement warrants that the Platform will perform materially in accordance with the Documentation during the subscription term. For Custom Features, Autrement warrants they will function according to agreed specifications for 90 days following delivery.Disclaimer
Article 8 - Indemnification and Limitation of Liability
Customer Indemnification
Customer shall defend, indemnify, and hold harmless Autrement 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
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 Autrement’s prior written consent. Autrement 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 |
|---|---|
| Autrement | [email protected] |
| 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.