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These Terms of Service (“Terms“) form a legally binding agreement between CH Group International SRL, a Romanian company with registered office at Str. Ing. Dimitrie Tacu 28, Bucharest 050184, Sector 5, Romania (“Shipper“, “we“, “us“), and the person or entity that accesses or uses the Shipper website at https://shipper.now (the “Website“) and any associated application programming interface, command‑line tools, SaaS dashboards, plug‑ins or other software we provide (collectively, the “Platform” and together with the Website, the “Services“). By clicking “I Agree,” executing an order, or otherwise accessing or using the Services, you (“Customer“, “you” or “your“) acknowledge that you have read these Terms, understand them, and agree to be bound by them and by our Privacy Policy (together, the “Agreement“). If you are entering this Agreement on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, do not use the Services.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Beta Features” means Services or features identified as alpha, beta, preview, evaluation or similar.
“Confidential Information” has the meaning set out in Section 11.
“Customer Data” means all data (including code, text, images, video, audio, or other content) uploaded to or processed by the Services at Customer’s direction, including Input Data.
“Generated Output” means software, text or other content generated by the Services in response to Customer’s prompts or other interaction.
“Order” means any online purchasing flow, in‑Product screen, or other ordering document executed by the parties that references these Terms.
“Subscription Term” means the period of time stated in an Order during which Customer is authorised to use the paid Services.
2.1 Right to Use. Subject to timely payment of all applicable Fees and Customer’s ongoing compliance with the Agreement, Shipper grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right during the Subscription Term to access and use the Services for Customer’s internal business purposes. The Services are licensed, not sold.
2.2 Modifications. Shipper may modify the Services at any time, including adding, changing, or removing features. If we make a material reduction in functionality, we will provide at least thirty (30) days’ notice via email, in‑Product message, or Website banner.
2.3 Service Levels. No service‑level agreement or uptime guarantee is provided unless expressly stated in a separate written addendum signed by Shipper.
3.1 Free Tier. We may offer a free tier that permits limited usage. Free‑tier quotas reset at 00:00 UTC on the first calendar day of each month. We may change or discontinue the free tier at any time without liability.
3.2 Card Trial. We may provide a one‑time, 7‑day trial that requires a valid payment method. Unless Customer cancels before the trial ends, the trial converts to the paid plan selected during sign‑up and Fees become due immediately.
3.3 Paid Plans; Auto‑Renewal. Paid subscription offerings and usage limits are described at https://shipper.now/pricing (the “Pricing Page“) or in an Order. Subscriptions bill in advance and auto‑renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non‑renewal at least thirty (30) days before the current term ends.
3.4 Cancellation and Refunds. Customer may cancel a subscription at any time via the billing dashboard. The subscription remains active until the end of the current billing cycle and will not auto‑renew thereafter. All Fees are non‑refundable as otherwise required by mandatory law.
4.1 Fees. Customer shall pay the Fees specified in the applicable Order or on the Pricing Page (collectively, “Fees“). Unless stated otherwise, Fees are quoted and payable in U.S. dollars.
4.2 Payment Processing. Payments are collected by Stripe, Inc. acting as our payment processor. By purchasing, Customer authorises Stripe to charge Customer’s designated payment method for all recurring Fees and applicable taxes.
4.3 Taxes. Fees are exclusive of VAT, GST, sales, use, withholding and other taxes. Customer is responsible for paying all such taxes except taxes based on Shipper’s net income. We may charge and collect taxes where legally required.
4.4 Late Payments. Overdue amounts may bear interest at 1.5 % per month (or the highest rate permitted by law, if lower). Customer will reimburse reasonable costs of collection, including attorneys’ fees.
5.1 Shipper IP. Shipper and its licensors own and retain all right, title, and interest in and to the Services, Website, documentation, software, algorithms, know‑how, and all improvements, enhancements or derivatives thereof (“Shipper IP“). No rights are granted except as expressly set out herein.
5.2 Ownership of Generated Output. As between the parties, Customer owns all right, title and interest in Generated Output and may use it for any purpose without attribution or royalty to Shipper. Customer acknowledges that due to the probabilistic nature of AI, identical or similar output may be generated for others.
5.3 Feedback. Customer may provide comments, suggestions, or ideas about the Services (“Feedback“). Customer grants Shipper a perpetual, irrevocable, royalty‑free, worldwide licence to use and exploit Feedback without restriction. Feedback is not Confidential Information.
6.1 Customer Data. Customer retains all right, title and interest in Customer Data. Customer grants Shipper a licence to process Customer Data during the Subscription Term solely to provide and support the Services and to fulfil legal obligations. Shipper will not use Customer Data to train or improve Shipper’s or any third‑party machine‑learning models except where (a) Customer gives explicit written consent, or (b) such data has been aggregated and anonymised so it no longer constitutes personal data or trade secrets.
6.2 Security. Shipper implements reasonable administrative, technical and organisational safeguards designed to protect Customer Data. Further information is available on request.
6.3 Deletion. Upon written request within fifteen (15) days after termination, Shipper will make Customer Data then stored in the Services available for secure download in a standard machine‑readable format or will delete it. Back‑ups and archival copies may be retained for up to twelve (12) months or as required by law.
7.1 Account Creation. Each user must be at least thirteen (13) years old (or the age of digital consent in their jurisdiction). Customer is responsible for all activities under its accounts, including by employees, contractors or agents (“Users“).
7.2 Credential Security. Customer will ensure that Users keep login credentials confidential and will promptly notify Shipper of any unauthorised use. Shipper is not liable for any loss or damage arising from unauthorised use of credentials.
7.3 Use Restrictions. Customer and Users shall not:
The Services integrate with or rely on third‑party providers such as OpenAI, Anthropic, Google Cloud, AWS, GitHub and others (“Third‑Party Services“). Use of Third‑Party Services is subject to their separate terms. Shipper is not liable for Third‑Party Services and may change, replace, or discontinue integrations at any time.
Beta Features are provided for evaluation purposes as‑is and may be discontinued at any time. Shipper’s aggregate liability arising from Beta Features is limited to one hundred US dollars (US $100).
10.1 Promotions. From time to time Shipper may offer promotions, contests or discounts subject to additional terms.
10.2 Marketing Reference. During the Subscription Term, Shipper may identify Customer (name and logo) as a customer in its marketing materials unless Customer opts out in writing.
11.1 Definition. “Confidential Information” means non‑public information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“) that is designated as confidential or that should reasonably be understood to be confidential given its nature.
11.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known by the Receiving Party without obligation of confidentiality prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is rightfully received from a third party without confidentiality obligations.
11.3 Obligations. The Receiving Party will use Confidential Information only for the purpose of performing the Agreement and will protect it using the same degree of care it uses to protect its own confidential information (and at least reasonable care). The Receiving Party may disclose Confidential Information to employees, Affiliates, and contractors who have a need to know and are bound by confidentiality obligations no less protective.
11.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where legally permitted) and cooperates with the Disclosing Party’s efforts to obtain protective treatment.
11.5 Duration. These confidentiality obligations survive for five (5) years after termination, except for trade secrets which remain protected while they qualify as trade secrets.
Shipper respects intellectual‑property rights. Notices of claimed copyright infringement should be sent to [email protected] and include (i) identification of the work claimed to be infringed, (ii) identification of the infringing material, (iii) contact information, (iv) a statement of good‑faith belief, and (v) a statement made under penalty of perjury that the notice is accurate. We respond to valid DMCA notices and may terminate repeat infringers.
13.1 Mutual Warranties. Each party represents that it has the authority to enter into the Agreement.
13.2 Customer Warranties. Customer warrants that (a) it has all rights necessary to provide Customer Data, (b) Customer Data and use of the Services will not violate any law or third‑party rights, and (c) it will comply with all applicable laws.
13.3 Disclaimer. THE SERVICES, WEBSITE, SHIPPER IP AND ANY GENERATED OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON‑INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE. CUSTOMER ASSUMES ALL RISK OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY WHERE PROHIBITED BY LAW.
14.1 Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
14.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SHIPPER FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
14.3 Excluded Claims. “Excluded Claims” means (a) Customer’s payment obligations; (b) either party’s breach of Section 11 (Confidentiality); (c) infringement or misappropriation of the other party’s intellectual‑property rights; (d) gross negligence or wilful misconduct; and (e) liabilities that may not be limited under applicable law.
15.1 By Customer. Customer will defend, indemnify and hold harmless Shipper, its officers, directors, employees and agents from and against any third‑party claims, damages, liabilities and expenses (including reasonable legal fees) arising out of: (a) Customer Data or Generated Output; (b) Customer’s breach of the Agreement; or (c) Customer’s use of the Services in violation of law or third‑party rights.
15.2 Procedure. The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defence and settlement (except that settlement may not admit liability or impose obligations on the indemnified party without its consent), and (iii) provide reasonable assistance, at the indemnifying party’s expense.
16.1 Term. The Agreement remains in effect for the Subscription Term set out in each Order and any renewal periods, unless terminated earlier in accordance with this Section.
16.2 Termination for Cause. Either party may terminate the Agreement immediately on written notice if the other party (a) materially breaches the Agreement and fails to cure within thirty (30) days of notice, or (b) becomes the subject of insolvency, receivership or similar proceedings.
16.3 Effect of Termination. Upon termination, (i) all licences granted by Shipper end immediately, (ii) Customer will cease all use of the Services, and (iii) Sections that by their nature should survive (including Sections 5, 11, 13‑18) will survive. Termination does not relieve Customer of the obligation to pay Fees accrued or payable.
The Agreement is governed by the laws of Romania, without regard to conflict‑of‑law rules. Any dispute arising out of or related to the Agreement shall be resolved exclusively in the competent courts located in Bucharest, Sector 5, and the parties irrevocably submit to such venue and jurisdiction. Nothing prevents either party from seeking injunctive relief in any jurisdiction. If Customer is a consumer resident in the European Economic Area, Customer may also bring proceedings in its country of residence.
18.1 Force Majeure. Neither party is liable for failure to perform due to events beyond its reasonable control (including strikes, acts of God, war, terrorism, epidemics, or Internet failures) but this does not excuse Customer’s payment obligations.
18.2 Assignment. Shipper may assign the Agreement without consent in connection with a merger, acquisition, reorganisation or sale of assets. Customer may not assign the Agreement without Shipper’s prior written consent, and any attempted assignment in violation is void.
18.3 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements. Any conflicting terms in an Order prevail over these Terms only if the Order expressly states so.
18.4 Amendments. Shipper may amend these Terms from time to time. Material changes will be notified at least fourteen (14) days before taking effect. Continued use of the Services after effectiveness constitutes acceptance.
18.5 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
18.6 No Waiver. Failure to enforce any provision is not a waiver unless in writing and signed by the waiving party.
18.7 Third‑Party Beneficiaries. The Agreement does not create any third‑party‑beneficiary rights except as expressly stated.