1. Overview
When you use our Services, we may process personal data from different sources. This includes data that is automatically collected when you access our websites or applications, as well as data you voluntarily provide when using our Services.
1.1 These Terms apply to all use of the Services and the Platform by the Customer. Any general terms and conditions of the Customer are explicitly excluded unless Delibari expressly agrees in writing.
1.2 Capitalised terms have the meanings set out in Appendix A (Definitions).
1.3 Delibari may update these Terms from time to time. If a change materially adversely affects the Customer, Delibari will provide at least thirty (30) days’ prior notice. In such case, the Customer may terminate its active Subscription by providing written notice before the change becomes effective.
1.4 The contracting Delibari entity may depend on the Customer’s billing address. The applicable contracting entity will be specified in Appendix B (Contracting Entity).
2. Registration and Subscription
2.1 Registration
To use the Services, Customer must create an account and select a Subscription (if applicable). Customer warrants that all information provided is accurate, complete, and kept up to date.
2.2 Account details
Customer must promptly update any changes to billing address, contact information, email, or other relevant account details within the Platform, or notify Delibari if an update cannot be performed through the Platform.
2.3 Trial period (if offered)
If indicated at registration, Customer may start with a free trial for the duration shown at registration. Unless Customer cancels before the end of the trial, the Subscription will convert to a paid Subscription and applicable fees will be charged.
2.4 Subscriptions and usage limits
2.4.1 Subscription Fees apply to paid Subscriptions.
2.4.2 Subscriptions may include usage limits (e.g., shipments created, labels generated, tracking events, notifications, users, locations, pickup point transactions, return labels, etc.).
2.4.3 If Customer exceeds usage limits, Delibari may (i) upgrade Customer to a higher tier, and/or (ii) charge overage fees per unit in accordance with the pricing displayed in the Platform or agreed in writing.
2.5 Billing frequency
Subscription Fees may be billed monthly or annually, as displayed in the Platform or agreed between the Parties.
2.6 Changes to plans, fees, and features
Delibari may change Subscription plans, features, and/or Subscription Fees. Such changes will take effect thirty (30) days after written notice to Customer. If a change materially adversely affects Customer, Customer may terminate its active Subscription before the effective date by giving written notice.
2.7 Inflation adjustment (optional)
Delibari may adjust prices once every twelve (12) months to account for inflation by the greater of (i) 5% or (ii) the applicable official inflation index for the relevant region, with at least one (1) month prior notice. The termination right in Section 2.6 does not apply to adjustments under this clause.
3. Acceptable Use
3.1 Prohibited activities
Customer agrees not to:
a) use the Services in any illegal, fraudulent, deceptive, or harmful manner;
b) interfere with, disrupt, or compromise the integrity or security of the Services or related systems;
c) access or use the Services to build a competing product or to benchmark the Services without Delibari’s prior written consent;
d) attempt to gain unauthorized access to the Services, systems, networks, or data;
e) upload, transmit, or distribute malware, viruses, or harmful code;
f) send spam, unsolicited communications, or unauthorized advertising via the Services;
g) store or transmit content that infringes intellectual property, privacy, or other rights of third parties;
h) impose an unreasonable load on the infrastructure (including scraping, data mining, or automated extraction) without written consent;
i) use the Services in a way that violates applicable laws, including data protection, consumer protection, and shipping regulations.
3.2 User-generated content
If Customer uploads or shares content through the Services, Customer represents and warrants that it has all necessary rights and that such content does not violate third-party rights.
3.3 Monitoring and enforcement
Delibari may monitor and investigate use of the Services for compliance. Delibari may suspend or terminate access if it reasonably believes Customer violated these Terms.
4. Invoicing and Payment
4.1 Unless stated otherwise, all fees are exclusive of VAT, sales tax, withholding tax, and other applicable taxes/duties.
4.2 Customer must notify Delibari of invoice disputes within fourteen (14) days of invoice date. After this period, the invoice is deemed accepted.
4.3 Unless agreed otherwise, invoices are due within fourteen (14) days of invoice date. Failure to pay on time may result in suspension of Services and/or late payment interest to the extent permitted by law.
4.4 Delibari may require prepayment or additional security (e.g., payment method verification) where reasonably necessary.
4.5 Set-off and suspension rights are excluded to the extent permitted by law unless Delibari has acknowledged the claim in writing.
5. Liability
5.1 No consequential damages
Delibari is not liable for indirect, incidental, special, or consequential damages, including loss of profits, loss of savings, loss of goodwill, business interruption, or loss of data, regardless of the legal basis.
5.2 Claim limitation period
Any claim must be brought within one (1) year after the event giving rise to the claim, to the extent permitted by law.
5.3 Liability cap
To the maximum extent permitted by law, Delibari’s total aggregate liability is limited to the amounts paid by Customer under the applicable Subscription during the twelve (12) months preceding the event giving rise to the claim, and in any event capped at €10,000 (or local equivalent) unless otherwise required by law.
5.4 Third-party services
Delibari is not liable for failures or interruptions caused by third parties (including Shopify, carriers, pickup point networks, payment processors, messaging providers, or insurers).
5.5 Downtime
Delibari is not liable for damage arising from temporary unavailability of the Platform, maintenance, or outages.
5.6 Exclusions
Nothing in these Terms limits liability for intent, fraud, or willful misconduct, or any liability that cannot be excluded under applicable law.
6. Suspension and Termination
6.1 Delibari may suspend or restrict access if Customer fails to comply with these Terms, fails to pay amounts due, or if required for security/legal reasons.
6.2 Delibari may terminate the Subscription with immediate effect if Customer materially breaches these Terms and fails to remedy within a reasonable cure period (where applicable), or if Customer becomes insolvent/bankrupt.
6.3 Upon termination, all amounts due become immediately payable. Customer remains liable for fees incurred up to termination date.
7. Data Usage
7.1 Security
Delibari implements reasonable technical and organizational measures to protect the Services and Customer data, as described in the Security Policy (if published).
7.2 Privacy and processing roles
Customer is the Data Controller for personal data of its end customers processed through the Services. Delibari acts as Data Processor on Customer’s behalf and processes personal data in accordance with the Data Processing Addendum (DPA).
7.3 Usage data
Delibari may collect and process Usage Data for security, analytics, product improvement, diagnostics, and development. Delibari may disclose Usage Data only in aggregated and/or de-identified form.
8. Confidentiality
8.1 Each Party must keep Confidential Information confidential and use it only to perform obligations under these Terms.
8.2 Confidentiality obligations do not apply to information that is public (not due to breach), lawfully received from a third party, or independently developed.
8.3 Confidential Information may be shared with employees/contractors only as necessary, subject to confidentiality obligations at least as protective as these Terms.
8.4 If disclosure is required by law, the disclosing Party will (where permitted) notify the other Party in advance.
8.5 Confidentiality survives termination.
9. Intellectual Property
9.1 All IP rights in the Services and Platform belong to Delibari or its licensors.
9.2 Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the Subscription term.
9.3 Customer may not copy, modify, reverse engineer, or create derivative works except where permitted by mandatory law.
10. Miscellaneous
10.1 Severability
If any provision is invalid or unenforceable, the remaining provisions remain in effect.
10.2 Notices
Notices may be delivered by email to the addresses registered in the Platform and/or through in-platform notifications.
10.3 Assignment
Customer may not assign these Terms without Delibari’s prior written consent. Delibari may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
10.4 Force majeure
Neither Party is liable for failure to perform due to events beyond reasonable control (internet outages, strikes, government actions, carrier failures, etc.).
10.5 Governing law and jurisdiction
These Terms are governed by [choose jurisdiction] law and disputes will be submitted to the competent courts of [choose venue], unless mandatory law provides otherwise.
Chapter B: Shipping & Carrier Services (Label Creation / Transport)
This Chapter B applies where Customer uses Delibari to create labels, book shipments, request pickups, or otherwise access carrier services.
11. Role and scope
11.1 Delibari provides software and integrations enabling Customer to access carrier services. Unless Delibari explicitly acts as carrier of record in a specific written agreement, Delibari does not perform the actual carriage of goods.
11.2 Customer acknowledges carriers and last-mile providers determine operational outcomes (transit, delays, delivery scans, surcharges, claims acceptance).
12. Customer obligations (shipping compliance)
Customer must comply with all carrier and Delibari instructions (including any Help Center / documentation), including:
a) Packaging: secure packaging aligned with carrier requirements.
b) Labeling: accurate addresses, contact details, and required carrier codes.
c) Restricted items: compliance with restrictions (hazardous/perishable/controlled goods) and obtaining permits where required.
d) Weight & dimensions: compliance with limits; volumetric weight rules apply.
e) Customs: correct HS codes, values, incoterms, and documentation.
13. Dangerous goods
Dangerous or hazardous goods may only be shipped if explicitly authorized and accepted by the carrier. Customer is solely responsible for classification, packaging, labelling, and documentation under applicable regulations (e.g., IATA/IMDG). Unauthorized dangerous goods may result in penalties or refusal; Delibari assumes no liability.
14. Prohibited goods and content
14.1 General prohibition
The Customer agrees not to use the Services, directly or indirectly, to create shipments, returns, labels, tracking, or logistics workflows involving goods or content that are prohibited by Delibari.
14.2 Prohibited items
Without limitation, the following goods and content are strictly prohibited:
a) Alcoholic beverages, including spirits, wine, beer, and any product containing alcohol as a primary component;
b) Cash and monetary instruments, including banknotes, coins, legal tender, collectible currency, precious metals (including gold, silver, or similar metals in any form), bullion, and securities;
c) Meat and animal-derived food products, including fresh, frozen, processed, or preserved meat;
d) Live animals, insects, or any living organisms;
e) Pornographic, sexually explicit, or obscene content, including any material intended for sexual exploitation or adult entertainment;
f) Gambling-related content, including betting materials, lottery items, casino-related goods, or any content promoting or facilitating gambling activities;
g) Occult, witchcraft, or sorcery-related content, including items intended for rituals, spells, divination, or similar practices;
h) Any goods or content prohibited by applicable laws, carrier regulations, or third-party service providers integrated with the Platform.
14.3 Customer responsibility
The Customer is solely responsible for ensuring that no prohibited goods or content are processed through the Services. Delibari does not verify the nature of shipped goods and relies on the Customer’s declarations.
14.4 Enforcement and consequences
In the event Delibari reasonably believes that the Customer has used or attempted to use the Services for prohibited goods or content, Delibari may, without prior notice:
suspend or terminate access to the Services;
cancel or block affected shipments or labels;
report the activity to relevant authorities where required by law.
14.5 Indemnification
The Customer agrees to indemnify and hold harmless Delibari from any claims, penalties, losses, damages, or liabilities arising from the shipment or attempted shipment of prohibited goods or content.
15. Indemnification (shipping)
Customer will indemnify Delibari and its affiliates against claims, penalties, costs, and damages arising from Customer’s breach of shipping obligations, including restricted items, customs misdeclarations, or dangerous goods violations.
16. Transport fees, surcharges, and measurements
15.1 Customer must pay all shipping/transport fees shown in the Platform, including carrier surcharges and adjustments.
15.2 Carrier measurements (weight, size, volumetric weight) and surcharge assessments are binding and conclusive.
15.3 Fees may be due upon label creation regardless of label usage, subject to carrier refund policies for unused labels.
15.4 Delibari may update transport fees with immediate effect where required by carriers or market conditions; Delibari will use reasonable efforts to provide advance notice where feasible.
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