Terms and conditions of service

These general terms and conditions of contract (hereinafter, the “Terms”) govern access to and use of the cloud software service called “Refitto” (hereinafter, the “Service”), accessible through the website refitto.com and the Shopify app of the same name, whose owner operates under the trade name Refitto, located in Barcelona, Spain, with contact email address legal@refitto.com (hereinafter, “Refitto” or the “Provider”).

The Terms constitute general contractual terms and conditions within the meaning of Spanish Law 7/1998 of 13 April on General Contractual Terms and Conditions (Ley 7/1998, de 13 de abril, sobre Condiciones Generales de la Contratación), and are made available to the Customer prior to entering into the contract, in such a way that the Customer can store and reproduce them, in accordance with article 27 of Spanish Law 34/2002 of 11 July on Information Society Services and Electronic Commerce (Ley 34/2002, de 11 de julio, de Servicios de la Sociedad de la Información y de Comercio Electrónico; hereinafter, “LSSI-CE”).

1. Definitions

• Customer: the legal person, or the natural person acting in the course of their business or professional activity, who owns an online shop and who registers for and contracts the Service.
• Authorised User: the natural person who accesses the Service dashboard in the name and on behalf of the Customer.
• End Buyer: the person who has purchased products in the Customer’s online shop and who uses the exchanges and returns portal to process a request.
• Portal: the exchanges and returns page that the Service makes available to the Customer so that its End Buyers can process requests.
• Commerce Platform: the third-party e-commerce system on which the Customer operates its shop, currently Shopify.
• Plan: the subscription tier contracted, with the price, monthly request limit and features published on refitto.com at the time of contracting.

2. Purpose and nature of the Service

2.1. Refitto is exclusively a software provider. The Service enables the Customer to offer its End Buyers a Portal bearing its brand identity, to receive and review requests for a size exchange, product exchange, return or store credit, and to consult order and product information that the Commerce Platform makes available through its application programming interface.

2.2. The Customer expressly acknowledges and accepts that Refitto:

1. is not a transport, courier, warehousing or logistics company, nor does it act as an intermediary, commission agent or transport agent;
2. does not sell, buy, store, inspect or handle goods of any kind, nor is it a party to the sale contracts entered into between the Customer and its End Buyers;
3. does not process, issue or guarantee refunds, credits, charges or payments of any kind between the Customer and its End Buyers, which are carried out, where applicable, by the Customer itself through the Commerce Platform or its payment providers;
4. does not decide whether a request is accepted or rejected, which is exclusively a matter for the Customer in accordance with its own exchanges and returns policy.

2.3. The legal relationship concerning the products, including the right of withdrawal, the legal guarantee of conformity, exchanges, returns and refunds, is established exclusively between the Customer and the End Buyer. The Customer is solely responsible for compliance with Spanish Royal Legislative Decree 1/2007 of 16 November, approving the consolidated text of the General Law for the Protection of Consumers and Users (Real Decreto Legislativo 1/2007, de 16 de noviembre, por el que se aprueba el texto refundido de la Ley General para la Defensa de los Consumidores y Usuarios; hereinafter, “TRLGDCU”), and with any other regulations applicable to its sales.

3. Personal scope: a service exclusively for businesses and professionals

3.1. The Service is aimed exclusively at businesses and professionals within the meaning of article 4 of the TRLGDCU. By registering, the Customer declares that it is contracting the Service for purposes related to its commercial or business activity, trade or profession, and that consumer and user protection legislation therefore does not apply to its relationship with Refitto.

3.2. To register, it is essential to be over eighteen years of age and to have full capacity to contract under articles 1263 et seq. of the Spanish Civil Code (Código Civil), or to act as a duly authorised legal or appointed representative of a legal person or of a business. Registration by persons under eighteen years of age is prohibited. Anyone registering on behalf of a legal person declares that they have sufficient authority to bind it.

3.3. Refitto may at any time request documentation evidencing identity, status as a business or professional, and powers of representation, and may suspend the account until it is provided.

4. Registration, account and security of credentials

4.1. The Customer undertakes to provide truthful, accurate and up-to-date information and to keep it up to date. The Customer is responsible for the truthfulness of the information provided and for any loss or damage that its falsity or inaccuracy may cause to Refitto or to third parties.

4.2. Access credentials are personal and non-transferable. The Customer is responsible for their safekeeping and confidentiality and for all activity carried out from its account by Authorised Users or by third parties who have gained access with its credentials, and must notify legal@refitto.com without delay of any unauthorised use of which it becomes aware.

4.3. The connection with the Commerce Platform is made by means of the express authorisation that the Customer grants from the Platform itself. The Customer warrants that it owns the connected shop or is authorised by its owner, and may revoke that authorisation at any time by uninstalling the app.

5. Plans, price, trial period and billing

5.1. The Service is provided by monthly subscription according to the chosen Plan. The price, the monthly request limit and, where applicable, the price per additional request are those published on refitto.com at the time of contracting. Prices do not include any applicable indirect taxes.

5.2. Plans include a free trial period of fourteen (14) days, which starts when the Plan is chosen. No charge is made during the trial. When it ends, the subscription will renew and the chosen Plan will be charged automatically, unless the Customer cancels it before the trial ends. If the Customer cancels it, access to the Portal features will be suspended. Each Shopify shop may enjoy only one trial period; if the app is uninstalled and reinstalled, the days already used are deducted in accordance with Shopify’s rules.

5.3. Payment is managed through Shopify: the Plan amount is included in the invoice that Shopify issues to the Customer’s shop and is charged using the payment method configured for the shop in Shopify, in accordance with Shopify’s terms. The Customer approves the charge in its Shopify admin when choosing or changing Plan, and may cancel it by uninstalling the app. Refitto does not store the full details of the Customer’s cards or payment methods.

5.4. The subscription renews automatically for successive periods, monthly or annual according to the period chosen, unless cancelled. Amounts are charged in advance at the start of each period. Except where mandatory legal provisions state otherwise, amounts paid are not refundable, in whole or in part, for unused periods, early cancellation, downgrade to a lower Plan or non-use of the Service. The Customer may change Plan from the dashboard; Shopify applies the change and, where applicable, proration in accordance with its own rules. When upgrading to a higher Plan outside the free trial, the month’s returns counter starts again; during the trial it is not reset.

5.5. If a charge goes unpaid, Refitto may suspend access to the Portal and the dashboard until the situation is regularised, without prejudice to its right to claim the amounts owed.

5.6. Refitto may change the prices of the Plans by notifying the Customer at least thirty calendar days in advance. If the Customer does not agree, it may cancel the subscription before the change takes effect; otherwise, it will be deemed to accept it from the next billing period.

6. Customer obligations

The Customer undertakes to:

1. use the Service in accordance with the law, good faith, public order and these Terms;
2. publish and comply with its own exchanges and returns policy and attend to its End Buyers, being solely responsible towards them for the information provided in the Portal;
3. verify the identity, age and legal capacity of its End Buyers where necessary, and comply with the rules on the sale of products to minors;
4. have a valid lawful basis for processing the personal data of its End Buyers and inform them in accordance with articles 13 and 14 of Regulation (EU) 2016/679 (the General Data Protection Regulation, “GDPR”), on the terms set out in the Privacy policy and data processing agreement;
5. not introduce unlawful content, malicious software or special categories of data into the Service; not attempt to access restricted areas, circumvent security measures, reverse engineer, resell or sublicense the Service, or use Refitto’s code, non-public documentation or other confidential information to develop a competing product or service. Nothing in these Terms prevents the Customer from developing, contracting or marketing similar or competing products or services, provided that it does not make unauthorised use of Refitto’s confidential information;
6. hold Refitto harmless against any claim, penalty, damage or expense, including the fees of lawyers and court representatives (procuradores), arising from breach of these obligations.

7. Exclusions of liability

7.1. Goods, transport and logistics

Since Refitto does not provide transport or logistics services and does not take part in the handling of products, Refitto shall under no circumstances be liable for the loss, misplacement, theft, breakage, deterioration, delay, failed delivery, wrong delivery or non-collection of shipments or returns, nor for the acts or omissions of carriers, logistics operators, postal services or collection points. Any labels, tracking numbers or shipping data that may be shown in the Service are for information purposes only and come from the Customer, the Commerce Platform or third parties.

7.2. Products, refunds and relationship with the End Buyer

Refitto is not liable for the quality, conformity, safety, lawfulness, availability, price or description of the Customer’s products, nor for the acceptance or refusal of a request, nor for the execution, amount or delay of refunds, credits, vouchers or store credit, nor for any claim by the End Buyer relating to the sale.

7.3. Minors and identity theft

The Customer is solely responsible for verifying the legal capacity of its End Buyers under the Spanish Civil Code and consumer legislation, and for applying its policies on sales to minors. Refitto does not verify the age or identity of End Buyers and shall not be liable for the consequences of an End Buyer being a minor, lacking capacity to contract, falsifying their details or impersonating a third party. Access to the Portal is based on the order data provided by the Commerce Platform, and the Customer assumes the risk of its misuse by third parties who have that data.

7.4. Third-party services

The Service depends on third-party services, such as the Commerce Platform and hosting, authentication, database and payment providers. Refitto is not liable for the availability of, changes to the terms or interfaces of, or interruptions or errors in those services, nor for the data they provide.

7.5. Relationship with Shopify

The Customer acknowledges that the Service is an app developed and provided exclusively by Refitto, and not by Shopify Inc. or any company in its group (“Shopify”). Refitto is solely responsible for the app, its operation, its support and any damage that access to or use of it may cause. Shopify is not a party to these Terms, assumes no liability for failures, errors or interruptions of the app or for damage arising from it, and will not provide assistance with its installation or use unless Shopify expressly states otherwise. The foregoing is without prejudice to the terms the Customer has accepted with Shopify.

8. Availability of the Service

8.1. The Service is provided “as is” and “as available”. Refitto will use reasonable diligence to keep it operational, but does not guarantee its uninterrupted availability, the absence of errors or any specific level of availability (including 99.9%), nor that the Service will meet the Customer’s particular needs.

8.2. Refitto may temporarily interrupt the Service for reasons of maintenance, security, updates or force majeure, endeavouring to give advance notice where possible. Such interruptions shall not give rise to any right to compensation or price reduction.

8.3. Refitto may modify, add or withdraw features provided that the essential functionality of the contracted Plan is not substantially removed during the period already paid for.

8.4. It is the Customer’s responsibility to keep in its own systems, including the Commerce Platform, the information it needs for its business.

9. Limitation of liability

9.1. To the maximum extent permitted by law, Refitto’s total aggregate liability to the Customer for any cause arising from or related to the Service or these Terms, whether contractual or non-contractual, including technical incidents, software errors, data loss or server outages, shall be limited to the amount actually paid by the Customer for the Service in the calendar month immediately preceding the event giving rise to the liability.

9.2. Under no circumstances shall Refitto be liable for loss of profit, loss of sales, customers, business opportunities, reputation or goodwill, or for indirect, consequential or punitive damages.

9.3. The limitations and exclusions in these Terms shall not apply in cases where the law prevents liability from being limited or excluded, in particular to damage caused by wilful misconduct (dolo) or gross negligence (culpa grave) on the part of Refitto, in accordance with articles 1102 and 1103 of the Spanish Civil Code.

10. Intellectual and industrial property

10.1. Refitto is the owner or licensee of all intellectual and industrial property rights in the Service, its software, design, trade marks and documentation. For the duration of the subscription, Refitto grants the Customer a limited, non-exclusive, non-transferable and revocable licence of use, for the sole purpose of using the Service for its own shop.

10.2. The Customer retains all rights in its trade marks, logos and content, and authorises Refitto to use them solely to provide the Service, including their display in the Portal. The Customer warrants that it holds the necessary rights in those elements.

10.3. Refitto may use aggregated and anonymised data derived from use of the Service, which does not allow the Customer or any natural person to be identified, to improve and develop the Service.

11. Data protection

The processing of personal data is governed by the Privacy policy and data processing agreement, which forms an integral part of these Terms. In particular, the section on data processing constitutes the contract required by article 28(3) of Regulation (EU) 2016/679 with respect to End Buyers’ data.

12. Confidentiality

Each party shall keep confidential the non-public information of the other party to which it gains access in connection with the Service, and shall use it only to perform these Terms. This obligation shall survive for three years after the end of the relationship, except for personal data, the confidentiality of which shall be maintained indefinitely.

13. Term, cancellation and termination

13.1. The contract has a monthly term that renews automatically. The Customer may cancel the subscription at any time; cancellation shall take effect at the end of the current billing period.

13.2. Refitto may suspend or terminate the contract with immediate effect if the Customer breaches these Terms, in the event of non-payment, fraudulent or unlawful use, or if required by a competent authority or by the Commerce Platform. Outside these cases, Refitto may terminate the contract by giving thirty calendar days’ notice.

13.3. After termination, access to the Service shall cease and data shall be deleted as provided in the Privacy policy and data processing agreement. Uninstalling the app on the Commerce Platform revokes Refitto’s access to the shop.

14. Changes to the Terms

Refitto may amend these Terms for legal, technical or commercial reasons. Material changes shall be notified to the Customer at least thirty calendar days in advance by email or through the dashboard. If the Customer continues to use the Service once they are in force, it shall be deemed to accept them; otherwise, it may cancel the subscription before that date.

15. General provisions

15.1. Assignment. The Customer may not assign its contractual position without the prior written consent of Refitto. Refitto may assign it to a company in its group or to an acquirer of its business, notifying the Customer.

15.2. Partial invalidity. If any clause is declared void or unenforceable, it shall be deemed not to have been included or shall be reduced to its legally permissible scope, without affecting the rest of the Terms.

15.3. No waiver. A party’s failure to require performance of a provision shall not constitute a waiver of the right to require it subsequently.

15.4. Force majeure. Neither party shall be liable for non-performance caused by events beyond its reasonable control, including widespread failures of the internet or of infrastructure providers, cyberattacks, natural disasters, industrial disputes or acts of authority.

15.5. Notices. Communications shall be made by email to the address associated with the Customer’s account and, in the case of Refitto, to legal@refitto.com for legal matters and to soporte@refitto.com for technical support and billing enquiries.

15.6. Language. These Terms are drafted in Spanish, which shall prevail over any translation.

16. Governing law and jurisdiction

These Terms are governed by Spanish law. For the resolution of any dispute arising from them or from the Service, the parties, expressly waiving any other jurisdiction to which they may be entitled, submit to the Courts and Tribunals of the city of Barcelona, in accordance with article 55 of Spanish Law 1/2000 of 7 January on Civil Procedure (Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil).