Terms of Service

1. Who we are

The Services are provided by e-tailize B.V., trading as e-tailize, a company established in the Netherlands with registered office at Vanadiumweg 25, 3812 PX Amersfoort, Netherlands, Chamber of Commerce number 83219412 and VAT number NL862775930B01.

These Terms apply only to business customers. The Services are not intended for consumers.

These Terms apply to all offers and agreements for the Services. The applicability of any purchase terms or other general terms of the Customer is expressly excluded.

For customers who contracted under the previously applicable NLdigital terms or earlier e-tailize user terms, these Terms replace those terms from acceptance or from the first renewal after publication, unless an order form states otherwise.

2. Definitions

• Customer means the business entity that signs an order form or otherwise uses the Services.
• Services means the marketplace exploration call, the Marketplace Scan, marketplace onboarding support, the e-tailize platform, the chat-first AI interface, integrations, support and related services.
• Marketplace exploration call means the free introductory call in which e-tailize gives the Customer a first estimate of its marketplace potential.
• Marketplace Scan means the assessment of the Customer business against supported marketplaces and integrations, provided for a one time fee of one euro (€1) unless an order form states otherwise.
• Platform means the e-tailize software environment used to manage catalogue data, stock, orders, analytics, ads and connected marketplace workflows.
• MCP means the developer-facing product that allows builders to access selected e-tailize integrations through a model context protocol interface.
• Customer Data means data provided by or for the Customer, including product catalogue data, order data, marketplace credentials, business data and personal data.
• Subscription means paid access to the Services after the Customer is live on a new marketplace through e-tailize work.

3. Services

e-tailize helps business sellers identify suitable marketplaces, get onboarded to selected marketplaces and operate marketplace work through the Platform.

The Services may include AI-assisted chat workflows, marketplace integrations, product catalogue processing, order and stock synchronisation, analytics, advertising tooling and developer access through the MCP.

Marketplaces are independent third parties. Their admission rules, seller terms, outages and decisions are outside e-tailize control.

e-tailize performs the Services to a best efforts standard. e-tailize does not warrant uninterrupted or error free operation, marketplace admission outcomes or specific revenue results, except where an order form expressly states a guarantee.

4. Account creation and access

• The Customer must provide accurate business information and keep account details current.
• Only authorised users acting for the Customer may access the Services.
• The Customer is responsible for user activity, credentials and connected marketplace accounts.
• e-tailize may suspend access where reasonably necessary to protect the Services, comply with law or prevent misuse.

5. Commercial model

• The marketplace exploration call is free. The Marketplace Scan costs one euro (€1) unless an order form states otherwise.
• Beyond the one euro (€1) scan fee, no further payment is due for the Scan itself.
• Further payment starts only when the Customer is live on a new marketplace through e-tailize work, as defined in the signed order form.
• Once live, revenue-based pricing and subscription terms apply. The exact commercial terms, including any start fee, subscription tier, continuation fee and guarantee terms, are stated in the quote or order form the Customer receives.
• Any revenue guarantee, refund, credit or no payment promise applies only as written in the quote or order form.
• If e-tailize does not get the Customer live on a new marketplace within the agreed scope, the Customer pays nothing for that onboarding route unless the order form clearly states otherwise.

6. Billing and payment

• All fees are in EUR unless the order form states otherwise.
• Fees are exclusive of VAT and other applicable taxes unless stated otherwise.
• Invoices are payable within 14 days from invoice date.
• Late payments may lead to interest, collection costs and suspension after reasonable notice.
• Revenue-based fees are calculated from the revenue definition and data sources in the order form.
• The Customer may not suspend payment or set off amounts against e-tailize invoices.
• If a direct debit fails or is reversed, e-tailize may charge reasonable administration costs and require another payment method.
• e-tailize may revise prices with reasonable written notice; revenue tier mechanics agreed in the order form are not affected by a general price revision.
• The e-tailize records of usage and created revenue serve as evidence for fee calculation, subject to proof to the contrary by the Customer.
• Where several Customer group entities use one account or order form, each entity is jointly and severally liable for the fees.

7. Term, renewal and termination

• The term starts on the effective date in the order form or when the Customer first uses the paid Services.
• Renewal and notice periods are stated in the quote or order form.
• Either party may terminate for material breach if the breach is not cured within a reasonable written cure period.
• Either party may terminate with immediate effect if the other party is declared bankrupt, is granted suspension of payments or ceases its business.
• Termination does not unwind what has already been performed; amounts due for Services performed before termination remain payable.
• On termination, Customer access ends and e-tailize will return or delete Customer Data in line with the DPA and retention policy.

8. Customer obligations

• Provide accurate product, company, credential and marketplace information.
• Comply with connected marketplace terms and applicable laws.
• Do not upload unlawful, misleading, infringing or unsafe product content.
• Do not misuse the AI interface, integrations, MCP or connected marketplaces.
• Maintain all rights needed for e-tailize to process Customer Data and perform the Services.
• Provide timely cooperation, information and decisions. Agreed timelines are indicative and depend on Customer cooperation and marketplace processing times.

9. Availability and maintenance

e-tailize aims to keep the Services available and secure, but does not commit to a specific uptime percentage or service level unless an order form expressly states one.

Scheduled maintenance, emergency maintenance, marketplace outages and third-party service interruptions may affect availability.

e-tailize may improve, modify or discontinue features of the Services. Where a change materially reduces core functionality, e-tailize will give reasonable advance notice.

10. Intellectual property

• e-tailize and its licensors own the Platform, MCP, integrations, software, workflows, documentation and related intellectual property.
• The Customer receives a non exclusive, non transferable right to use the Platform for its own business during the term. The Customer may not copy, modify, reverse engineer, rent out or make the Platform available to third parties, except as agreed in writing or allowed by mandatory law.
• The Customer owns Customer Data, including its catalogue, product content and business data.
• The Customer grants e-tailize the rights needed to process Customer Data and provide the Services.
• Feedback may be used by e-tailize without restriction, provided it does not disclose Customer confidential information.

11. Publicity and customer logo use

Once the Customer becomes a paying customer, the Customer grants e-tailize permission to use the Customer name and logo on the e-tailize website, customer lists, sales materials and promotional materials to identify the Customer as an e-tailize customer.

e-tailize will use the Customer name and logo in a reasonable and professional way and will follow written brand guidelines provided by the Customer where practical.

12. Confidentiality

Each party must protect the other party confidential information with reasonable care and may use it only to perform or receive the Services.

Confidentiality does not apply to information that is public, independently developed, lawfully received from another source or required to be disclosed by law.

13. Liability

To the maximum extent permitted under Dutch law, e-tailize is not liable for indirect damages, lost profits, lost revenue, loss of goodwill, loss of data, marketplace rejection or third-party marketplace decisions.

The total liability of e-tailize for all claims is capped at the fees paid by the Customer to e-tailize in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot be excluded under applicable law, including liability for intent or deliberate recklessness where Dutch law does not allow exclusion.

Liability for an attributable failure only arises after the Customer has given e-tailize written notice of default with a reasonable cure period and the failure remains uncured, except where performance is permanently impossible.

Claims for damages must be reported to e-tailize in writing without undue delay after discovery and lapse 12 months after the event giving rise to the claim, unless mandatory law provides otherwise.

These limitations also apply for the benefit of e-tailize directors, staff and subcontractors.

14. Indemnification

The Customer will indemnify e-tailize against claims arising from Customer Data, product content, marketplace violations, unlawful use of the Services or breach of these Terms.

15. Force majeure

Neither party is liable for delay or failure caused by events outside reasonable control, including internet failures, marketplace outages, cloud provider incidents, strikes, war, government action and natural disasters.

If force majeure lasts longer than 60 days, either party may terminate the affected Services in writing. Services already performed remain payable on a pro rata basis.

16. Changes to these Terms

e-tailize may update these Terms with reasonable notice. Material changes will not apply retroactively unless required by law or necessary for security, compliance or third-party service changes.

17. Governing law, courts and general provisions

These Terms are governed by Dutch law. Disputes will be submitted to the competent courts in the Netherlands, unless mandatory law requires another venue.

If a provision of these Terms is void or voidable, the remaining provisions stay in force and the affected provision is replaced by a valid provision that matches its purpose as closely as possible.

The Customer may not assign or pledge rights or obligations under these Terms without prior written consent of e-tailize. e-tailize may assign these Terms within its group or in the context of a merger, acquisition or asset transfer.

18. Contact

Questions about these Terms can be sent to support@e-tailize.com.