Terms of service | B2BLIX Legal

These General Terms of Service (the “General Terms”) govern access to and use of the B2BLIX websites, account area, software platform, shared interfaces, dashboards, tools, and related support services (collectively, the “Platform”) provided by SaaS Factory OÜ, registry code 16191717 (“B2BLIX”, “we”, “us”, or “our”).

The Platform is offered exclusively for business and professional use. By creating an account, clicking an acceptance button, activating a Service, purchasing a subscription or usage package, or otherwise accessing or using the Platform, the legal entity or business on whose behalf you act (the “Customer”) agrees to these General Terms. If you do not agree, you must not access or use the Platform.

1. Definitions

For these General Terms:

Authorized User means an employee, contractor, representative, or other individual whom the Customer permits to use the Platform on its behalf.
Customer Data means data, content, files, product feeds, search queries, settings, credentials, instructions, and other information submitted to or made available through the Platform by or for the Customer.
Documentation means the user guides, interface instructions, technical descriptions, and other materials that we make available for the Platform or a Service.
Service means a B2BLIX solution, module, feature, integration, or paid functionality activated through the Platform, including any future B2BLIX services.
Service Terms means additional terms that apply to a particular Service and are presented to the Customer before or during activation of that Service.
Subscription Plan means the selected subscription, usage-based plan, pricing tier, trial, quota, credit package, or other commercial arrangement shown in the Platform or agreed in writing.

2. Business eligibility and authority

The Platform is intended only for legal entities, sole traders, and persons acting for business or professional purposes. It is not intended for consumers.

Each person who registers an account, accepts terms, activates a Service, or otherwise uses the Platform on behalf of a Customer represents that they have authority to bind that Customer.

The Customer is responsible for all actions and omissions of its Authorized Users and for ensuring that they comply with the applicable agreement.

3. Contract structure and priority

The agreement between B2BLIX and the Customer may consist of:

a signed order form, proposal, or other written agreement, if any;
the Service Terms accepted for an activated Service;
these General Terms;
the applicable Subscription Plan and pricing information displayed in the Platform; and
the Documentation and policies expressly incorporated by reference.

If there is a conflict, a signed written agreement or order form takes priority, followed by the applicable Service Terms, and then these General Terms.

Service Terms take priority only for the Service to which they relate. The Privacy Policy and any applicable data processing agreement govern the processing of personal data within their respective scope.

4. Accounts and security

The Customer must provide accurate, current, and complete registration, contact, and billing information and keep that information updated.

Accounts may not be shared outside the Customer’s organization or transferred to another person or entity without our prior written permission.

The Customer is responsible for maintaining the confidentiality and security of account credentials, passwords, access tokens, API keys, integration credentials, and authentication methods.

The Customer must promptly notify us at [email protected] if it becomes aware of unauthorized access, credential compromise, or any other account security concern.

We may rely on instructions and actions performed through the Customer’s account until we receive and process notice of unauthorized access. We may require additional verification before restoring access, changing account ownership, or taking other security-sensitive actions.

5. Platform access and license

Subject to the applicable agreement and payment of all applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the applicable term to access and use the Platform for the Customer’s internal business purposes.

The Customer may permit Authorized Users to use the Platform only on the Customer’s behalf and for the Customer’s benefit.

No rights are granted except those expressly stated in the applicable agreement.

6. Activation of services and additional terms

The Platform may provide access to several independent Services. Access to the Platform does not automatically activate every Service.

Before activating or using a particular Service, the Customer may be required to review and accept the applicable Service Terms.

Acceptance may be recorded through a checkbox, button, electronic confirmation, payment, or first use of the relevant Service. The person accepting the Service Terms confirms that they are authorized to do so on behalf of the Customer.

Service Terms may contain service-specific rules concerning data sources, integrations, credentials, configuration, monitoring, synchronization, calculations, product processing, generated outputs, usage measurement, spending controls, third-party systems, and other operational matters.

Deactivating one Service does not automatically close the Customer’s Platform account or terminate any other activated Service.

7. Customer configuration and responsibility

The Platform is a self-service business tool. The Customer controls and is responsible for its data sources, mappings, search queries, rules, formulas, schedules, frequencies, thresholds, minimum and maximum values, filters, credentials, integrations, publication settings, and all other configurations.

The Customer is responsible for:

providing accurate Customer Data and maintaining lawful access to all connected data sources;
reviewing and testing configurations before using them in production;
reviewing calculations, recommendations, translations, classifications, generated files, exports, and other outputs before relying on, publishing, or transmitting them;
maintaining appropriate source copies, backups, safeguards, approvals, and internal controls;
determining whether an output is suitable for the Customer’s products, business model, sales channels, jurisdictions, and legal obligations;
complying with applicable tax, pricing, product-information, consumer-protection, competition, intellectual-property, advertising, and other laws;
complying with the terms, technical rules, access restrictions, and policies of suppliers, marketplaces, comparison platforms, stores, payment providers, and other third parties; and
monitoring the operation of its activated Services and promptly correcting unsuitable settings or outputs.

Suggestions, examples, simulations, previews, automated classifications, AI-assisted recommendations, proposed mappings, and similar assistance are provided for convenience only.

Such assistance may be incomplete, inaccurate, or unsuitable for the Customer’s circumstances and does not replace the Customer’s own review, testing, professional advice, or business judgment.

8. External data, integrations, and third-party services

Some Services depend on data, websites, feeds, APIs, integrations, infrastructure, or other services operated by third parties.

We do not control third-party availability, data quality, content, search results, ranking, product matching, technical rules, rate limits, security measures, access restrictions, decisions, or changes.

Third-party data may be inaccurate, incomplete, delayed, unavailable, incorrectly identified, or changed without notice.

A technically successful collection, import, monitoring action, calculation, export, or transmission does not mean that the underlying data is accurate, commercially appropriate, or accepted, published, or applied by a third party.

The Customer authorizes us and our subprocessors to access and process connected third-party services to the extent reasonably necessary to provide the activated Services.

The Customer is responsible for obtaining and maintaining all permissions, accounts, credentials, licenses, and legal rights required for that access.

Unless expressly stated otherwise, B2BLIX is an independent service provider and is not affiliated with, authorized by, endorsed by, or acting on behalf of any marketplace, supplier, price-comparison platform, e-commerce platform, payment provider, or other third party referenced in the Platform.

9. Customer data and privacy

As between the parties, the Customer retains its rights in Customer Data.

The Customer grants B2BLIX and its subprocessors a worldwide, non-exclusive right to host, copy, transmit, access, collect, store, organize, transform, display, and otherwise process Customer Data only as reasonably necessary to provide, operate, secure, maintain, support, and improve the Platform, comply with law, prevent misuse, and enforce the applicable agreement.

The Customer represents and warrants that it has all rights, permissions, licenses, and lawful grounds required to submit and process Customer Data through the Platform.

The Customer must not submit or connect data that it is prohibited from accessing, processing, using, transmitting, or disclosing.

We may generate and use aggregated or anonymized information that does not identify the Customer or any individual for analytics, security, fraud prevention, capacity planning, service improvement, and business reporting.

Personal data is handled as described in the Privacy Policy published on the Platform and, where applicable, a separate data processing agreement.

The Customer remains responsible for providing required notices and obtaining required permissions from its Authorized Users, customers, suppliers, contractors, and other data subjects.

10. Acceptable use

The Customer and its Authorized Users must not:

use the Platform for unlawful, fraudulent, deceptive, infringing, abusive, or harmful purposes;
submit malware, malicious code, unlawful content, or content that violates third-party rights;
attempt to gain unauthorized access to the Platform, another account, or any connected system;
probe, scan, test, bypass, disable, defeat, or interfere with security controls, usage controls, technical restrictions, authentication measures, or rate limits;
reverse engineer, decompile, disassemble, copy, frame, mirror, scrape, or create derivative works of the Platform, except where such a restriction is prohibited by mandatory law;
resell, rent, sublicense, distribute, or provide the Platform as a service bureau unless we expressly agree otherwise in writing;
use multiple accounts, identities, payment methods, or other techniques to avoid fees, usage limits, suspension, or enforcement measures;
impersonate another person or entity, create deceptive accounts, distribute spam or phishing content, or disclose another person’s confidential information without authority;
use the Platform in a manner that materially degrades, overloads, damages, or disrupts the Platform or any third-party service;
use the Platform to evade a third party’s access restrictions or to breach a third party’s terms, technical rules, or legal rights; or
use the Platform to create, process, distribute, or promote unlawful, infringing, hateful, violent, discriminatory, pornographic, or otherwise seriously objectionable content.

We may investigate suspected misuse and may remove content, restrict functionality, suspend processing, or block access where reasonably necessary to protect the Platform, our customers, third parties, or the public.

11. Fees, subscriptions, usage charges, and taxes

Fees are determined by the applicable Subscription Plan, current pricing page, order form, or other written agreement.

Fees may include recurring subscription charges, usage-based charges, one-time setup or service fees, credits, quotas, minimum commitments, and charges for optional functions.

Usage is measured by the Platform’s records according to the applicable Service Terms and pricing rules. Unless there is a manifest technical error, those records determine chargeable usage.

The Customer is responsible for understanding how its product volume, schedules, synchronization and monitoring frequencies, configurations, enabled Services, integrations, and Authorized Users affect charges.

Any spending notification, estimate, pricing calculator, soft limit, hard limit, quota, or similar control is a convenience feature and does not replace the Customer’s responsibility to monitor usage and charges.

Processing, reporting, payment-provider, synchronization, or accounting delays may cause usage or charges to appear after the relevant activity occurred.

Payments may be processed through Stripe or another approved payment provider. The Customer authorizes recurring and usage-based charges using the selected payment method and agrees to the payment provider’s applicable terms.

Fees are exclusive of VAT, sales tax, withholding tax, and similar taxes unless expressly stated otherwise. The Customer is responsible for all applicable taxes, except taxes based on our net income.

The Customer must provide accurate billing information and any valid VAT identification number or other documentation required for applicable tax treatment.

Except where required by mandatory law or expressly stated in Service Terms or a written agreement, fees are non-refundable and non-creditable.

Cancellation does not remove charges already incurred. Unused time, credits, quotas, or usage allowances are not refundable or exchangeable for cash unless expressly agreed otherwise in writing.

We may suspend access for overdue amounts, failed payments, chargebacks, suspected payment abuse, or inability to charge the selected payment method.

The Customer remains responsible for all accrued fees, applicable taxes, and reasonable collection costs.

12. Changes to pricing, services, and terms

We may change pricing, usage units, included volumes, credit values, features, technical requirements, limitations, or Subscription Plans.

We will provide advance notice of material pricing changes where reasonably practicable. Unless stated otherwise, a pricing change applies from the next renewal period or from the date specified in the notice.

We may add, modify, replace, limit, suspend, or discontinue Platform features to improve security, performance, compliance, compatibility, functionality, or commercial viability.

We may make emergency changes without advance notice where necessary to address security, legal, technical, infrastructure, or third-party issues.

We may update these General Terms or any Service Terms. Material changes will be communicated through the Platform, by email, or by another reasonable method.

Continued use after the effective date of updated terms constitutes acceptance of the updated terms. If the Customer does not agree, it must stop using the affected Platform or Service before the updated terms take effect.

13. Availability, maintenance, and support

The Platform may be unavailable because of maintenance, updates, errors, capacity limits, security events, internet or hosting failures, third-party changes, force majeure events, or other causes.

We may schedule maintenance or perform emergency maintenance at any time.

No service level, guaranteed response time, guaranteed processing interval, recovery objective, or support commitment applies unless expressly agreed in writing.

Scheduled synchronization, import, monitoring, processing, translation, calculation, or export frequencies are targets rather than guarantees.

Actual execution times may be affected by queues, technical conditions, third-party availability, source restrictions, configuration, account status, and data volume.

The Customer is responsible for retaining independent copies of source data and important outputs.

The Platform is not a substitute for the Customer’s own backup, record-retention, audit, incident response, or business continuity procedures.

14. Intellectual property

B2BLIX and its licensors retain all rights, title, and interest in and to the Platform, Documentation, software, source code, object code, interfaces, designs, databases, workflows, models, algorithms, templates, reports, know-how, trademarks, service marks, and related intellectual property.

The Customer must not remove, obscure, or alter proprietary notices.

No ownership rights are transferred to the Customer under these General Terms.

If the Customer provides feedback, suggestions, recommendations, corrections, or ideas, it grants B2BLIX a perpetual, irrevocable, worldwide, transferable, sublicensable, and royalty-free right to use and incorporate them without restriction or payment.

We will not publicly identify the Customer as the source of feedback without permission.

15. Confidentiality

Each party may receive non-public business, technical, security, financial, or commercial information from the other party (“Confidential Information”).

The receiving party must use reasonable care to protect Confidential Information and may use it only to perform obligations or exercise rights under the applicable agreement.

The receiving party may disclose Confidential Information only to personnel, professional advisers, contractors, and subprocessors who need access for that purpose and who are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

was lawfully known without restriction before disclosure;
becomes public without breach of the applicable agreement;
is lawfully received from a third party without a confidentiality duty; or
is independently developed without use of the disclosing party’s Confidential Information.

A receiving party may disclose Confidential Information where required by law, court order, arbitration order, or competent authority and will provide advance notice where legally permitted.

16. Warranty disclaimer

To the fullest extent permitted by applicable law, the Platform and all Services, data, calculations, recommendations, classifications, translations, reports, files, exports, integrations, and other outputs are provided “as is” and “as available”, with all faults and without warranties of any kind.

We disclaim all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, satisfactory quality, accuracy, completeness, reliability, availability, compatibility, and results.

Without limiting the above, we do not warrant or guarantee that:

the Platform will be uninterrupted, timely, secure, error-free, or free of harmful components;
data obtained from the Customer, a supplier, marketplace, comparison platform, store, or other third party will be accurate, complete, current, lawful, correctly identified, or suitable;
calculations, transformations, classifications, translations, monitoring results, exports, or integrations will be correct or accepted by a third party;
errors, data loss, synchronization failures, monitoring failures, publication delays, or third-party changes will be prevented or corrected;
the Platform will meet the Customer’s requirements or remain compatible with any third-party service;
a generated, exported, or transmitted value will be received, accepted, displayed, or applied by an external system; or
use of the Platform will achieve any marketplace position, comparison ranking, product approval, catalog acceptance, traffic, order volume, revenue, margin, savings, profit, or other commercial result.

The Platform does not provide legal, tax, accounting, financial, pricing, competition-law, or other professional advice.

The Customer accesses and uses the Platform and all outputs entirely at its own risk.

17. Limitation of liability

To the fullest extent permitted by applicable law, B2BLIX, its affiliates, officers, employees, agents, contractors, and licensors will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages.

We will not be liable for loss of profits, revenue, sales, business, contracts, opportunities, anticipated savings, goodwill, reputation, use, or data; business interruption; cost of substitute services; emotional distress; or claims arising from pricing, catalog, publication, integration, or other business decisions.

We are not liable for acts, omissions, data, content, decisions, outages, access restrictions, rate limits, security measures, or changes of any supplier, marketplace, comparison platform, store platform, hosting provider, payment provider, integration provider, or other third party.

To the fullest extent permitted by applicable law, our total aggregate liability arising out of or relating to the Platform, a Service, or the applicable agreement will not exceed the fees actually paid by the Customer to B2BLIX for the affected Service during the six months immediately preceding the first event giving rise to the claim.

The exclusions and liability cap apply regardless of legal theory, whether in contract, tort, negligence, strict liability, statute, indemnity, or otherwise, and even if a remedy fails of its essential purpose or we were advised that damage was possible.

Nothing in the applicable agreement excludes or limits liability that cannot lawfully be excluded or limited.

The limitations do not reduce the Customer’s payment obligations or liability under the acceptable-use, intellectual-property, confidentiality, or indemnification provisions.

To the extent permitted by applicable law, a claim relating to the Platform or a Service must be brought within twelve months after the event giving rise to the claim, or it will be permanently barred.

18. Customer indemnification

The Customer will defend, indemnify, and hold harmless B2BLIX, its affiliates, officers, employees, agents, and contractors from third-party claims, proceedings, losses, liabilities, damages, penalties, costs, and reasonable legal fees arising from or relating to:

Customer Data or the Customer’s products, prices, listings, content, feeds, queries, or instructions;
the Customer’s or an Authorized User’s use or misuse of the Platform;
breach of the applicable agreement or applicable law;
infringement or violation of a third party’s rights;
the Customer’s relationship with its customers, suppliers, marketplaces, comparison platforms, stores, contractors, or other third parties; or
decisions made or actions taken based on Platform data, calculations, recommendations, or outputs.

We will provide reasonable notice of an indemnified claim and may control its defense and settlement. The Customer must provide reasonable cooperation.

The Customer may not settle a claim in a manner that admits fault by, imposes liability on, or creates an obligation for B2BLIX without our prior written consent.

19. Suspension and termination

The Customer may cancel a Subscription Plan or deactivate a Service using the available account controls or by written notice where self-service cancellation is unavailable.

Unless the applicable Service Terms state otherwise, cancellation takes effect at the end of the current paid billing period.

We may suspend or restrict access immediately if we reasonably believe that there is non-payment, material breach, unlawful use, a security risk, harm to the Platform or a third party, excessive or abusive use, suspected fraud, a legal requirement, or a third-party restriction affecting the Service.

We may terminate the applicable agreement or a Service immediately for a material breach that cannot be remedied, or if a remediable breach is not cured within the reasonable period stated in our notice.

We may also discontinue a Service or terminate an account for convenience by providing reasonable advance notice where reasonably practicable.

Upon termination, the Customer’s right to use the affected Platform or Service ends. All accrued fees remain due.

The Customer is responsible for exporting any required data before termination.

We may delete or anonymize Customer Data after a reasonable retention period, subject to legal obligations, the Privacy Policy, and any applicable data processing agreement.

Provisions that by their nature should survive termination will survive, including payment obligations, intellectual-property rights, confidentiality, warranty disclaimers, liability limitations, indemnification, dispute provisions, and miscellaneous terms.

20. Governing law and dispute resolution

20.1 Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to the Platform, a Service, these General Terms, any Service Terms, or the relationship between the parties, the parties agree to first attempt to resolve the matter through good-faith negotiations.

A party initiating a dispute must provide the other party with written notice describing the nature of the dispute and the requested resolution.

20.2 Mediation. If the dispute cannot be resolved through good-faith negotiations within thirty calendar days after receipt of the written dispute notice, the parties agree to submit the dispute to mediation before a mediator mutually agreed by the parties.

The parties will cooperate in good faith to select the mediator and arrange the mediation.

20.3 Mandatory arbitration. If negotiation and mediation do not result in a resolution, the dispute shall be finally resolved by the Riga Civil Disputes Arbitration Court in written proceedings before a single arbitrator, in accordance with the laws of the Republic of Latvia and the prevailing rules and procedures of that arbitration court.

The arbitrator’s decision shall be final and binding upon both parties.

Each party agrees that disputes subject to this section must be submitted to the arbitration procedure described above and may not be brought before an ordinary court except where court involvement is required to appoint an arbitrator, secure interim or protective relief, support the arbitration proceedings, or recognize, enforce, or challenge an arbitration award as permitted by applicable law.

20.4 Governing law. These General Terms, all applicable Service Terms, and any contractual or non-contractual dispute arising from or relating to them shall be governed by and construed in accordance with the laws of the Republic of Latvia, without regard to conflict-of-law principles.

20.5 Interim protection. Nothing in this section prevents either party from requesting urgent interim or protective measures from the Riga Civil Disputes Arbitration Court or a competent state court where such measures are necessary to protect confidential information, intellectual property, account security, systems, evidence, or the effectiveness of the arbitration proceedings.

21. Notices and electronic communications

The Customer agrees to receive contractual, billing, security, service, and legal notices electronically, including by email to the address associated with the account or through the Platform.

The Customer must maintain and monitor a valid email address for all communications.

Notices to B2BLIX must be sent to [email protected], unless a signed agreement specifies another notice address.

22. Miscellaneous

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failures, cyberattacks, labor disputes, governmental actions, war, civil unrest, natural disasters, epidemics, failures of third-party infrastructure, or changes to third-party services. This does not excuse the Customer’s obligation to pay charges already incurred.

Assignment. The Customer may not assign or transfer the applicable agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or transfer of the relevant business.

Independent parties. The parties are independent contractors. The applicable agreement does not create a partnership, franchise, agency, employment, fiduciary, or joint-venture relationship.

No third-party beneficiaries. The applicable agreement does not give rights to any third party except where expressly stated.

Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

No waiver. Failure or delay in exercising a right is not a waiver. A waiver must be in writing and applies only to the specific instance stated.

Entire agreement. The applicable agreement constitutes the entire agreement concerning its subject matter and replaces all prior or contemporaneous proposals, communications, representations, and understandings concerning that subject matter.

Electronic acceptance. Electronic acceptance, account registration, clicking an acceptance control, activating a Service, or using a Service has the same effect as signing a written agreement.

Language. Translations may be provided for convenience. Unless mandatory law requires otherwise, the English version controls in the event of inconsistency.

Headings. Headings are for convenience only and do not affect interpretation.

23. Contact information

SaaS Factory OÜ
Registry code: 16191717
Harju maakond, Tallinn, Kesklinna linnaosa, Sakala tn 7-2, 10141
Email: [email protected]

B2blix general terms of service