Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and EDIPlug ("we", "our", or "us") governing your access to and use of the EDIPlug platform, website (ediplug.com), and all related services (collectively, the "Service").

By creating an account, signing an order form, or otherwise accessing the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not access or use the Service.

2. Service Description

EDIPlug provides a fully managed EDI (Electronic Data Interchange) connectivity service that enables retail suppliers to exchange standardised business documents (purchase orders, invoices, advance ship notices, and related transaction sets) with major retailers and trading partners.

The Service includes: EDI document mapping, protocol configuration (AS2, SFTP, VAN), retailer compliance testing and certification, document transmission, monitoring and alerting, a self-service dashboard for transaction visibility, and customer support as described in these Terms.

EDIPlug does not currently offer direct integrations with ERP or accounting systems. Transaction data is made available through the self-service dashboard, flat file exports, and email notifications.

3. Accounts & Registration

• ·You must provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your account credentials.
• ·You are responsible for all activity that occurs under your account. Notify us immediately at support@ediplug.com if you suspect unauthorised access.
• ·You may not share account credentials with unauthorised third parties or use the Service on behalf of multiple unaffiliated businesses under a single account without our written consent.
• ·We reserve the right to refuse registration or suspend accounts that we believe are being used fraudulently or in violation of these Terms.

4. Onboarding & Go-Live

Upon execution of an order or service agreement, EDIPlug will commence your onboarding process, which includes requirements gathering, document mapping, protocol setup, and retailer compliance testing.

• ·A one-time onboarding fee is charged to cover the full setup process — document mapping, protocol configuration, compliance testing, and retailer certification.
• ·Your recurring monthly subscription billing does not commence until you are live and actively processing EDI documents with at least one trading partner. We will confirm your go-live date in writing.
• ·Typical onboarding timelines are 5–14 business days depending on retailer requirements. Timelines are estimates and may be affected by retailer-side certification delays outside our control.
• ·You agree to reasonably cooperate with the onboarding process by providing required information (trading partner details, retailer credentials, business identifiers) in a timely manner. Delays caused by failure to provide information may extend your go-live date.

5. Fees & Payment

Our fee structure consists of: (a) a one-time onboarding fee payable at the start of your engagement, and (b) a flat monthly subscription fee that begins on your confirmed go-live date.

• ·All fees are quoted in USD unless stated otherwise in your order form.
• ·Monthly subscription fees are billed in advance on a recurring basis from your go-live date.
• ·All fees are non-refundable except as expressly stated in these Terms or required by applicable law.
• ·We will provide at least 30 days' written notice of any changes to subscription fees. Your continued use of the Service after the effective date of a fee change constitutes acceptance.
• ·Overdue invoices may accrue interest at 1.5% per month (or the maximum permitted by law, whichever is lower). We reserve the right to suspend the Service for accounts with invoices overdue by more than 30 days.
• ·You are responsible for all taxes, levies, or duties imposed by taxing authorities on fees paid to EDIPlug, excluding taxes on our net income.

6. Service Plans & Document Volume

EDIPlug offers tiered plans, each with a daily document processing limit appropriate to the plan's intended usage tier. These limits are designed to comfortably accommodate the typical order volumes for each tier.

• ·The daily limit applies to EDI documents processed across all your trading partner connections.
• ·Sustained, consistent daily processing that significantly exceeds your plan's limit over an extended period may result in a proactive outreach from your account manager to discuss a plan upgrade.
• ·Isolated peak days — such as seasonal spikes or promotional events — will not automatically trigger an upgrade.conversation. EDIPlug will not apply mid-cycle surcharges without prior written agreement.
• ·Agreed plan upgrades take effect from the next billing cycle unless otherwise agreed in writing.

7. Service Level Agreement (SLA)

EDIPlug targets 99.9% monthly uptime for the document processing infrastructure. "Uptime" is defined as the ability to receive, process, and transmit EDI documents.

• ·Planned maintenance windows will be communicated at least 48 hours in advance and scheduled outside of peak business hours where possible.
• ·Support SLA: all opened support tickets will receive a meaningful response (not just an automated acknowledgment) within 24 business hours. Critical issues affecting live document processing are escalated immediately with a target of same-day resolution.
• ·All clients — regardless of plan — are assigned a dedicated account manager and receive the same support SLA.
• ·SLA credits for uptime failures below 99.9% in a calendar month will be calculated as: (downtime minutes ÷ total minutes in month) × monthly fee. Credits are applied to future invoices and are your sole remedy for uptime failures.
• ·The SLA does not apply to downtime caused by: (a) factors outside our reasonable control (retailer-side outages, internet disruptions, force majeure); (b) your actions or inactions; or (c) scheduled maintenance.

8. Acceptable Use

You agree to use the Service only for lawful EDI business purposes. You must not:

• ·Transmit documents to trading partners without their authorisation.
• ·Use the Service to transmit fraudulent, falsified, or deceptive business documents.
• ·Attempt to reverse engineer, decompile, or derive source code from the platform.
• ·Resell or sublicense access to the Service to third parties without our written consent.
• ·Use the Service in a manner that materially degrades performance for other clients.
• ·Circumvent any access controls, rate limits, or security mechanisms.
• ·Upload or transmit malicious code, viruses, or disruptive data.

9. Your Data & Confidentiality

You retain all ownership of the EDI transaction data you process through our platform. EDIPlug processes this data solely to provide the Service.

EDIPlug will maintain the confidentiality of your business data and will not disclose it to third parties except as necessary to deliver the Service, as required by law, or as otherwise set out in our Privacy Policy.

We maintain 12 months of your transaction history in the self-service dashboard at no additional cost, allowing you to access, review, and export your data at any time during the retention period.

Both parties agree to keep confidential the terms of any order form, pricing, and non-public technical details of the other party's systems. These obligations survive termination for 3 years.

10. Intellectual Property

EDIPlug and its licensors retain all ownership of the platform, software, pre-built retailer mapping files, documentation, branding, and all related intellectual property. No rights are granted to you other than the limited right to use the Service as described in these Terms.

You grant EDIPlug a non-exclusive, royalty-free licence to process, store, transmit, and handle your data as necessary to provide the Service.

Any feedback, suggestions, or feature requests you provide may be used by EDIPlug to improve the Service without obligation to you.

11. Term & Termination

These Terms continue until your subscription is terminated by either party.

• ·Monthly subscriptions: either party may terminate with 30 days' written notice.
• ·Annual subscriptions: either party may provide notice of non-renewal before the renewal date. Annual subscriptions automatically renew unless cancelled.
• ·For cause: either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice.
• ·Upon termination, your access to the platform will be suspended. EDIPlug will retain your data for 90 days post-termination during which you may request an export. After 90 days, data will be deleted in accordance with our Privacy Policy.
• ·Sections 5 (Fees, for amounts accrued), 9 (Data & Confidentiality), 10 (IP), 12 (Limitation of Liability), and 13 (Indemnification) survive termination.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• ·EDIPLUG'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.
• ·NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, RETAILER CHARGEBACKS, OR REPUTATIONAL HARM, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• ·These limitations apply regardless of the form of action (contract, tort, statute, or otherwise) and regardless of whether the limited remedy fails its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless EDIPlug and its officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Service in violation of these Terms; (b) your EDI transaction data or the content of documents you transmit; (c) your violation of any applicable law or retailer compliance requirement; or (d) any dispute between you and a trading partner.

14. Warranties & Disclaimers

EDIPlug warrants that it will provide the Service with reasonable skill and care, and that its security and infrastructure practices comply with the commitments described in these Terms.

THE SERVICE IS PROVIDED "AS IS" TO THE EXTENT NOT EXPRESSLY WARRANTED ABOVE. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT EVERY RETAILER'S EDI REQUIREMENTS WILL BE MET IN ALL CIRCUMSTANCES.

15. Modifications to the Service & Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' advance notice by email or prominent website notice. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

We may modify, enhance, or discontinue features of the Service with reasonable notice. We will not make changes that materially degrade the core EDI document processing functionality without providing affected clients with at least 60 days' prior notice.

16. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

The parties agree to first attempt to resolve any dispute informally by contacting the other party in writing. If a dispute is not resolved within 30 days, it shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), with proceedings conducted in English.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

17. General Provisions

• ·Entire Agreement: these Terms, together with any signed order form, constitute the entire agreement between the parties and supersede all prior negotiations, proposals, or agreements.
• ·Severability: if any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in full force.
• ·Waiver: failure by either party to enforce any provision does not constitute a waiver of future enforcement.
• ·Assignment: you may not assign your rights under these Terms without our prior written consent. EDIPlug may assign these Terms in connection with a merger, acquisition, or sale of assets.
• ·Notices: legal notices to EDIPlug must be sent to support@ediplug.com. We will send notices to the email address on your account.
• ·Force Majeure: neither party is liable for delays caused by circumstances beyond their reasonable control, including internet outages, natural disasters, or retailer-side system failures.

18. Contact

Questions or concerns about these Terms? Reach out: