1. Agreement and Parties
1.1 Parties and Purpose
These Terms of Service (the "Terms") constitute a legally binding agreement between Zippendo ApS, CVR 46636058, Æbeløgade 26, 1. 2, 8000 Aarhus C, Denmark ("Zippendo") and the business customer (the "Customer") registering for or using Zippendo's shipping platform and related services (the "Services").
1.2 Acceptance
The Customer accepts these Terms by creating a Zippendo account, by executing an order form, or by otherwise accessing or using the Services. No physical signature is required to make these Terms binding.
1.3 Amendments
Zippendo may amend these Terms from time to time. Material changes will be notified to the Customer via email or through the platform interface at least 30 days before taking effect. Continued use of the Services after the effective date of an amendment constitutes acceptance of the modified Terms. The current version of the Terms is always available at zippendo.com/legal/terms-of-service.
1.4 Data Processing
Any processing of personal data by Zippendo on behalf of the Customer is governed by the Data Processing Agreement (the "DPA") available at zippendo.com/legal/data-processing-agreement, which forms an integral part of this agreement. The current list of authorized subprocessors is maintained at zippendo.com/legal/subprocessor-list.
2. Eligibility (B2B Only)
The Services are offered exclusively to business entities and professional customers. To use the Services, the Customer must be a registered business with a valid business registration (such as a CVR number or EU VAT number). The Services are not intended for consumer or private use, and consumer protection laws (including rules on distance selling and cooling-off periods under Danish law) do not apply to this agreement.
Services purchased through the platform may only be used for the Customer's own business operations or for managing the shipping, fulfillment, and logistics operations of the Customer's direct clients (such as in the capacity of a third-party logistics provider (3PL), fulfillment agency, or multi-brand group). Naked commercial resale, white-labeling, or independent software redistribution of the platform itself to third parties is strictly prohibited without Zippendo's prior written consent.
3. The Services
3.1 Platform Scope
Zippendo provides a cloud-based software platform for shipping, logistics, and order management. The platform's features may include order import from e-commerce systems, carrier integrations, shipment creation, label and customs document generation, tracking services, and related automation and printing tools. Zippendo continuously updates and improves the platform and reserves the right to modify, add, or phase out specific modules, integrations, or technical features with reasonable notice where practicable. Optional features, such as data migrations and AI-assisted tools, may be offered as paid add-ons.
3.2 Technical Intermediary Status
Zippendo is a software provider. Zippendo is not a carrier, freight forwarder, or transport provider, and does not handle physical parcels. Transport services are performed exclusively by the carriers selected by the Customer, subject to each carrier's own terms, conditions, and liability limits.
All inquiries, disputes, and claims regarding transport services (including parcel status, transit delays, lost or damaged cargo, and financial compensation) must be resolved directly between the Customer and the respective carrier. Carriers process shipment data as independent data controllers under their own privacy policies.
3.3 Carrier Integrations and Credentials
The Customer connects its own carrier accounts and credentials to the Services. While Zippendo may facilitate the technical API connection, the contractual relationship remains solely between the Customer and the carrier. Zippendo reserves the right to modify, suspend, or discontinue any carrier integration at any time due to carrier technical changes, API deprecation, security requirements, or operational updates. Zippendo will use reasonable efforts to notify the Customer of permanent changes in advance.
3.4 Operational Responsibility and Surcharges
The Customer is solely responsible for ensuring the accuracy of all consignment details (including weight, dimensions, addresses, and customs declarations) and for properly affixing generated labels. Any carrier surcharges, administrative fees, or penalties resulting from incorrect, incomplete, or non-compliant shipment data will be passed on to the Customer.
3.5 Service Availability, Maintenance, and Uptime Target (SLA)
Zippendo aims to maintain a monthly system uptime percentage of at least 99.5% for the core platform (excluding optional beta features or third-party carrier APIs) in any given calendar month.
System availability is calculated as the total number of minutes in a month minus the duration of any unscheduled downtime, divided by the total number of minutes in that month. Downtime excludes: (a) planned maintenance announced at least 24 hours in advance; (b) emergency maintenance; (c) third-party infrastructure failures (such as cloud hosting outages or carrier API failures); and (d) circumstances constituting Force Majeure.
If Zippendo fails to meet the 99.5% uptime target in a calendar month, the Customer (on paid Standard, Growth, Pro, or Enterprise subscription plans) may request a Service Credit equal to 10% of the monthly subscription fee actually paid for that month. To receive a Service Credit, the Customer must submit a written claim to [email protected] within 30 days of the end of the affected month. Approved Service Credits will be applied to the Customer's next billing cycle. Service Credits are non-refundable and constitute the Customer's sole and exclusive remedy for any platform downtime or service unavailability.
3.6 Support Impersonation and Troubleshooting
To facilitate efficient technical support, troubleshooting, and platform configuration, Zippendo's support personnel may utilize a "Support Impersonation" feature to temporarily access and view the Customer's account, dashboard interface, and data in the Customer's operational context.
Support impersonation shall only be initiated: (a) upon an explicit request or support ticket submitted by the Customer; or (b) where strictly necessary to resolve an acute platform error, bug, or security incident affecting the Customer. All impersonation sessions are securely logged, monitored, and restricted to authorized Zippendo personnel bound by strict confidentiality obligations.
3.7 Beta and Experimental Features
Zippendo may, from time to time, offer the Customer early access to experimental, pre-release, or "beta" features (such as AI-assisted routing, predictive analytics, or experimental courier integrations).
Beta features are provided strictly "AS IS" and "AS AVAILABLE" without any warranty, uptime target (SLA), maintenance commitment, or support of any kind. Zippendo makes no representations regarding the reliability, security, or accuracy of beta features and may suspend, modify, or discontinue them at any time without notice or liability. Use of beta features is entirely at the Customer's own risk, and the Customer waives any claims against Zippendo arising out of or in connection with the use of such features.
3.8 Customs, Duties, and Export Control Compliance
The Customer is solely responsible for ensuring that all shipments, consignments, and transactions processed through the platform comply with all applicable local, EU, and international trade laws, export control regulations, customs requirements, and economic sanctions.
The Customer warrants and represents that: (a) all shipment descriptions, product descriptions, HS (Harmonized System) tariff codes, customs values, and country-of-origin details submitted to the platform are accurate, complete, and compliant; and (b) no shipments will be directed to parties or destinations prohibited under applicable EU or international sanctions and restricted party lists.
Zippendo acts strictly as a technology provider and does not verify or screen customs documentation or shipment legality. The Customer shall defend, indemnify, and hold Zippendo harmless from and against any and all customs fines, administrative penalties, additional duties, taxes, or losses resulting from incorrect, incomplete, or unlawful customs and export data transmitted through the Services.
4. Subscriptions, Pricing, and Billing
4.1 Plans and Pricing
The available subscription plans (Free, Standard, Growth, Pro, Enterprise), prices, and plan limits are listed on zippendo.com. Usage-based charges, such as fees for shipments exceeding plan allowances, are calculated monthly and billed in accordance with the applicable plan. Small usage-based amounts may be accumulated across billing periods and invoiced once they reach a minimum billing threshold (as specified in the platform interface), or at the latest three (3) months after the charges were incurred; the accumulated balance is shown in the platform at all times. All prices are stated exclusive of VAT and other applicable taxes.
4.2 Billing Provider
Subscription fees are billed in advance for each billing cycle through Zippendo's billing provider, which manages invoicing and provides the Customer's billing portal. Payment card transactions are processed securely through regulated third-party payment providers and do not touch Zippendo's servers.
4.3 Automatic Renewal
Unless cancelled by the Customer prior to the expiration of the current billing period, subscriptions renew automatically for successive periods of equal length at the then-current standard rate for the respective plan. Cancellation takes effect at the end of the paid billing period, and no refunds are provided for remaining portions of a billing cycle.
4.4 Price Changes and Notice
Zippendo may adjust its subscription fees and plan pricing from time to time. Zippendo shall notify the Customer of any price increases via email or through the platform interface at least thirty (30) days prior to the effective date. If the Customer does not accept the price adjustment, the Customer may terminate the agreement with effect from the effective date of the price increase by providing written notice prior thereto. Continued use of the Services after the effective date constitutes acceptance of the new pricing.
4.5 Payment Default and Suspension
If a payment fails through Zippendo's designated billing provider (Stripe), the Customer will receive automated notices and retry attempts in accordance with the active billing retry schedule. If the balance remains unsettled upon the completion of the automated retry cycle (typically within fourteen (14) days of the initial failed payment notice), Zippendo reserves the right to suspend platform access, disable API keys, and halt automated integrations. Late payments accrue interest and administrative collection fees in accordance with the Danish Interest Act (Renteloven).
4.6 Shopify App Store Billing
If the Customer installs and accesses Zippendo via the Shopify App Store, billing and subscription management may be handled through Shopify's app billing system. In such cases, Shopify's billing terms apply in place of Clause 4.2 and Clause 4.5, and the Customer must manage its subscription directly through the Shopify administrator interface.
5. Platform Data Retention
To maintain platform performance and security, personal data contained in operational shipment and order data is automatically deleted in accordance with the Customer's subscription plan:
- Free: 30 days
- Standard: 60 days
- Growth: 180 days
- Pro: 365 days
- Enterprise: 365 days (unless otherwise agreed in writing)
The platform is an operational routing tool and not a long-term data archive or system of record. The Customer is solely responsible for exporting and archiving any data, invoices, or generated customs documents required to satisfy its own regulatory, tax, or bookkeeping obligations before the applicable retention period expires. Zippendo retains only anonymized, aggregated platform performance statistics post-deletion to monitor platform performance, ensure reliability, and verify billing usage, containing no personal data or customer-identifiable shipment metadata.
6. Fair Use and System Integrity
6.1 Usage Guidelines
The Customer must use the Services in a reasonable and fair manner. The Customer shall not:
- Create mock orders or use the platform primarily for data storage rather than genuine shipping management.
- Submit automated API queries that exceed reasonable limits or threaten system stability.
- Attempt to bypass rate limits, access controls, or platform security measures.
6.2 Remedial Measures
In the event of a fair use violation, Zippendo may apply rate limits, temporarily suspend API access, restrict import capabilities, or, in the case of severe or persistent abuse, terminate the Customer's account immediately without liability.
6.3 API Rate-Limiting and Throttling
To ensure platform stability, security, and equal availability for all customers, Zippendo enforces rate limits and throttling thresholds on its APIs, webhooks, and automation engines.
If the Customer's automated systems, ERP integrations, or API clients exceed Zippendo's documented rate limits or generate high-frequency transaction volumes that threaten platform performance, Zippendo reserves the right to automatically throttle, restrict, or temporarily suspend API access. Zippendo will use reasonable efforts to notify the Customer's administrators in the event of persistent throttling and will work with the Customer to optimize integration parameters. The Customer shall not attempt to bypass or circumvent rate limits, and any such attempts constitute a material breach of these Terms.
7. Customer Content and Account Security
The Customer is solely responsible for all content, logos, and data uploaded to the platform and warrants that it possesses all necessary rights, licenses, and permissions to use such material. The Customer must safeguard its account credentials, user access rights, and API tokens, and remains fully responsible for all activities occurring under its account.
8. Third-Party Integrations
The Services may integrate with or allow connections to third-party software, e-commerce platforms, external APIs, and developer tools (including webhooks, marketing, and automation platforms connected using the Customer's own API keys or credentials, such as Customer.io, Klaviyo, SendGrid, Make, and similar services). These third-party services are governed strictly by the Customer's own agreements and data processing terms with those providers.
Zippendo acts solely as a technical conduit to transmit data to such endpoints at the Customer's instruction. Zippendo is not responsible or liable for the availability, security, performance, or data processing practices of any third-party services, nor for any data breaches or losses resulting from data transmitted to Customer-configured integrations.
9. Intellectual Property and Data License
Zippendo and its licensors retain all ownership, intellectual property rights, and title to the Services, software, documentation, and system design. The Customer is granted a limited, non-exclusive, non-transferable, and revocable license to access and use the platform during the subscription term.
The Customer retains all ownership rights to its own data. The Customer grants Zippendo a limited, worldwide, non-exclusive, royalty-free license to access, store, process, and transmit Customer Data and platform configuration settings solely as necessary to provide, maintain, secure, support, debug, and execute the integration and routing Services. Zippendo may use anonymized and aggregated technical telemetry strictly to monitor platform performance, ensure reliability, and improve core integration stability, as governed by the Data Processing Agreement (DPA).
10. Limitation of Liability
10.1 Exclusion of Indirect Losses
To the maximum extent permitted by applicable law, Zippendo shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, operational downtime, or loss of data (except where such data can be restored from available platform backups).
10.2 Liability Cap
Zippendo's total aggregate liability for all claims arising out of or in connection with this agreement, whether in contract, tort, or otherwise, shall be limited to the total fees actually paid by the Customer to Zippendo for the Services in the 12 months preceding the event giving rise to the claim. This limitation does not apply to the Customer's payment obligations under Clause 4.
10.3 Exclusion of Carrier Fault
Zippendo is a software provider and is not liable for any acts, omissions, delays, damages, or cargo losses caused by third-party carriers (as specified in Clause 3.2). The Customer waives any claims against Zippendo arising from carrier performance.
10.4 Gross Negligence and Intent
The limitations and exclusions of liability set forth in this Clause 10 do not apply to losses or damages resulting from a party's gross negligence (grov uagtsomhed) or willful misconduct (forsæt), or for liabilities that cannot be limited under mandatory Danish law.
10.5 Indemnification
The Customer shall indemnify, defend, and hold Zippendo harmless from and against any third-party claims, regulatory fines, losses, or costs (including reasonable legal fees) arising from:
- The Customer's breach of these Terms, the DPA, or applicable laws (including customs, export control, and data privacy rules).
- The content of the Customer's shipments or physical packages.
- Infringements of third-party rights caused by Customer-supplied data or content.
10.6 Limitation Period
Any legal claim under this agreement must be submitted in writing to the other party without undue delay, and in any event no later than 12 months after the claiming party became aware, or reasonably ought to have become aware, of the circumstances giving rise to the claim; otherwise, the claim is permanently barred.
11. Subscription Term and Termination
11.1 Termination by the Customer
The Customer may cancel its subscription at any time. Cancellation will take effect at the end of the current paid billing cycle, and the Customer may proceed to delete its account and organization through the platform dashboard.
11.2 Termination by Zippendo
Zippendo may terminate this agreement for convenience by providing 30 days' written notice to the Customer. Zippendo may terminate or suspend the agreement immediately and without prior notice in the event of a material breach by the Customer, including non-payment, fair use violations, or actions that threaten platform security.
11.3 Consequences of Termination
Upon termination of the Services, all licenses granted under these Terms shall cease, and platform data will be permanently deleted in accordance with the deletion timelines specified in the DPA. Prior to permanent deletion, the Customer may export its platform data using the platform's self-service export tools or request a data export by written notice within the active termination notice period. Clauses intended to survive termination (including liability, intellectual property, confidentiality, and dispute resolution) shall remain in full force.
12. Confidentiality
Each party shall keep strictly confidential all non-public business, technical, or financial information received from the other party in connection with this agreement and shall use such information solely to fulfill its contractual obligations. This confidentiality obligation survives the termination of this agreement.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this agreement (except for payment obligations) to the extent such failure is caused by circumstances beyond its reasonable control. These include war, acts of terrorism, civil unrest, government restrictions, epidemics, pandemics, natural disasters, fires, strikes or lockouts (excluding the affected party's own workforce), telecommunications infrastructure failures, or widespread hosting provider outages.
If a force majeure event prevents performance for more than 30 days, either party may terminate the affected subscription with immediate effect upon written notice, without further liability, and any prepaid fees for the period following termination shall be refunded pro rata.
14. Miscellaneous
These Terms, together with the DPA and documents referenced herein, constitute the entire agreement between the parties regarding the Services. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be replaced by a valid one that reflects the commercial intent of the original term.
Zippendo may assign its rights and obligations under this agreement to a group affiliate or in connection with a merger, acquisition, or corporate restructuring. The Customer may not assign its rights under this agreement without Zippendo's prior written consent.
15. Governing Law and Dispute Resolution
This agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with Danish law, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute or claim arising from this agreement shall be subject to the exclusive jurisdiction of the Court of Aarhus (Retten i Aarhus), Denmark, as the court of first instance.
16. Contact Information
Zippendo ApS
CVR: 46636058
Æbeløgade 26, 1. 2, 8000 Aarhus C, Denmark
Email: [email protected]