Privacy Policy
Amphora Tecnologies, SL. Last version: Mayo, 2024
GENERAL CONDITIONS OF USE LICENSE FOR THE WAREHOUSE MANAGEMENT SOFTWARE OF "AMPHORA TECHNOLOGIES, S.L."
SCOPE OF APPLICATION
These General Conditions apply to all logistics services provided by the company "AMPHORA TECHNOLOGIES, S.L.", with registered office at Travessera de Gràcia no 58, 1o 1a; 08006 Barcelona and with NIF no B-01660059 (hereinafter, the "Services" and "Amphora", respectively) to companies that primarily sell their products through e-commerce and contract such logistics services (the "Clients" and "Products", respectively).
These General Conditions are available to interested parties and can also be consulted on www.amphoralogistics.com.
BINDING NATURE
These General Conditions must be expressly accepted by the Clients through the signing of an Adhesion Agreement to these General Conditions (the "Agreement").
Notwithstanding the above, access to and use of the WMS by the Authorized Users of the Client — under the terms referred to in Clause 3.2 — will require the acceptance of these General Conditions by the authorized user.
OBJECT
Amphora grants the Client the right to use the WMS owned by Amphora, under the terms and conditions specified below.
3.1. WMS Content
The WMS of Amphora, which is licensed for use, consists of the following functionalities: (i) the “Warehouse Management System” (WMS), which, as a general rule, will be delivered pre-installed on a screen with a Raspberry Pi system along with a keyboard, label printer, and barcode scanner (“Amphora Station”), and whose content can also be accessed via the corresponding application (the “Application”) and (ii) the “Order Management System” (OMS), which can be accessed through the corresponding platform, which the Client can access remotely from their own computer systems through the “Platform”.
3.2. Number of Licenses Granted
The subscription to these General Conditions implies the subscription of a single WMS usage license for the Client and, therefore, the creation of a single access account to the Application and Platform.
After signing the Agreement, Amphora will provide the Client with a temporary username and password, which the Client can modify. The Client must keep their username and password strictly confidential. Amphora will only be liable for illegitimate access to the Client's WMS account resulting from fraudulent or grossly negligent actions by Amphora, as provided in Clause 11.
3.3. User Registration
Notwithstanding Clause 3.1 above, once the integration period has passed according to Clause 5, the Client may grant access to their WMS account to as many people as they deem appropriate, creating the number of users and passwords allowed by their subscription (the “Authorized Users”). If the Client wishes to create more users and passwords than those allowed by their chosen subscription type, they must pay the price for each additional user and password at the price indicated in Annex III.
It is essential to register as a User to access the Platform by completing the Registration Form found on the website https://go.amphoralogistics.com in the “Register User” section at the top right corner of the main page.
Registration must be done manually or through the User's Google account, if applicable, and will be free of charge.
The Registration Form will ask the Client for: (i) name and surname of the representative person; (ii) the Amphora the Client operates with, if applicable; (iii) an email designated by the Client, which will be used to access the Platform; and (iv) a password, which will be the access key for the Client to the Platform.
Once the Registration Form is completed, the Client will receive an email from Amphora at the designated email address with a link to validate the registration on the Platform, which is necessary to complete the registration as a User.
The Client must ensure that the persons authorized to use the WMS comply strictly with these General Conditions and will be responsible for the consequences that may arise from any non-compliance by such persons, regardless of whether or not it was caused by the Client's fault or negligence.
3.4. Destination of WMS Use
The Client must use the WMS to manage the logistics of a single warehouse, specifically the warehouse located at the postal address specified in the special conditions. If the Client wishes to manage more than one warehouse with the WMS, they must subscribe to a license for each warehouse they wish to manage with Amphora's WMS. Failure to comply with this Clause will be considered a serious breach of the Agreement and will result in immediate termination of the Agreement.
3.5. No Exclusivity
For clarification, it is stated that the license granted for use of the WMS is non-exclusive.
DELIVERY OF WMS
4.1. Pre-installation of WMS
As a general rule, the WMS will be delivered pre-installed on the corresponding screen with the Raspberry Pi system. Amphora will deliver to the Client the number of Amphora Stations specified in the special conditions with the pre-installed WMS.
For clarification, it is stated that the fees for the subscription models in Annex III only cover the price for the license of a single Amphora Station, and subsequent Amphora Stations will be charged as provided in Clause 4.3.
To deliver the Amphora Stations to the Client, the Client must notify Amphora of their availability for the delivery. Failure to deliver the Amphora Stations due to unavailability or failure to indicate the Client's availability will not be considered a breach of the Agreement by Amphora and will not give the Client the right to terminate the Agreement.
4.2. Installation of WMS on Client's Devices
If agreed upon in the special conditions, Amphora will install the WMS on the Client’s devices, which must meet the technical requirements specified in Appendix 2. The Client is solely and exclusively responsible for ensuring that their devices meet these technical conditions and will fully indemnify Amphora from any consequences that may arise from the inadequacy of their devices.
The number of devices on which the WMS will be installed and the price for this service will be specified in the special conditions.
For the installation of the WMS on the Client’s devices, the Client must provide Amphora access to their premises and devices, as well as access to their internet network.
4.3. Additional Amphora Stations and Maintenance
At the Client’s request, made by email to the address specified in Clause 18, Amphora will grant the use of as many Amphora Stations as the Client requests during the term of the Agreement or as agreed by the parties.
The price for the use of each additional Amphora Station will be 70 euros per month.
The Client agrees to use and safeguard all Amphora Stations in the warehouse specified in the Agreement and must return them at the end of the relationship between the parties in the same condition in which they were delivered, except for normal wear and tear. If, at the end of the Agreement, the Client returns the Amphora Stations in poor condition or does not return them, the Client must pay Amphora a non-substitutable indemnity of 1,000 euros.
IMPLEMENTATION AND ONBOARDING SERVICES
Once the WMS is delivered in accordance with Clauses 4.1 or 4.2, Amphora will assist the Client in uploading the Client’s information into the WMS by providing an implementer for the days specified in the special conditions. For clarification, it is stated that the existence of the integration period does not entitle the Client to withdraw from the Agreement before the term specified in Clause 6.2 has passed.
Additionally, Amphora will offer the Client and their staff two training sessions. After the two training sessions, upon the Client’s request, Amphora will provide a third training session.
DURATION
6.1. Free Trial Period
At Amphora's discretion, Amphora may grant the Client the right to use the WMS free of charge for a specified period, which, if applicable, will be specified in the special conditions. If applicable, the free trial period will begin the day after the first visit from Amphora's implementer referred to in Clause 5. If, at the end of the free trial period, the Client decides to terminate the Agreement, they must pay Amphora 500.00 euros for the implementation and onboarding services provided by Amphora.
6.2. Minimum Term
The Agreement will have a minimum term of 1 year starting from the first visit of Amphora’s implementer to the Client, as specified in Clause 5, and if applicable, from the end of the free trial period as stated in the special conditions.
6.3. Termination of Agreement by Client’s Decision
After the minimum term specified in Clause 6.2, the Agreement will be automatically renewed for periods of one month, unless the Client notifies Amphora of their intention not to renew at least 30 days in advance by sending an email to the address specified in Clause 18.
6.4. Suspension or Revocation of WMS Usage License by Amphora
If Amphora considers that the Client is in full or partial breach of the Agreement or these General Conditions, Amphora may suspend the Client’s access to the WMS and/or revoke their user without prior notice and without any liability to Amphora.
Amphora may use any operational, technological, legal, or other method available to enforce the terms of the WMS use, including but not limited to blocking IP addresses.
6.5. Effects of Termination of Agreement
Upon termination of the Agreement for any reason, the Client will immediately cease using the WMS, and both parties will take the necessary steps to uninstall the WMS and/or block access to it by the Client and Authorized Users.
The Client must also immediately return the Amphora Stations to Amphora, making them available at the address Amphora specifies. The cost of returning the Amphora Stations will be borne by the Client. If the Client does not return the Amphora Stations within 10 days from the termination of the Agreement, the Client will be required to pay the penalty provided in Clause 4.3.
PRICE
7.1. Price
The price for the use of the WMS is the one established in Annex III, and includes exclusively the granting of use of the WMS and the provision of the services specified in that Annex III (the "Price"). The price of services not specified must be agreed between the parties and will be governed by a separate agreement.
The Price may be substituted or modified to align with Amphora’s current rates and/or to include new services with their respective pricing. In such cases, the Client will be notified one month in advance of the effective date of the new prices by email, in accordance with Clause 18.
One month after the notification of a change in the Prices of Annex III, if no written objection from the Client is received, it will be understood that the Client accepts the price change.
In case of objection, Amphora may cease providing the Services as provided in the Agreement.
7.2. Payment of the Price
The payment of the Price will be made in the manner established in the Agreement.
7.3. Failure to Pay the Price
a) Interruption of the Agreement. If the Client delays payment for more than 5 days, Amphora may interrupt the provision of the WMS use at its discretion, performing the necessary disconnections, with the Client being responsible for any damages, losses, or inconveniences caused by such interruption.
The interruption will continue until the Client settles the outstanding payments; without prejudice to Amphora’s right to terminate the Agreement.
b) Interest. Overdue invoices will automatically accrue a late fee of 1.5% per month from the due date, and collection management costs will be added, with a minimum of 40.00 €, which will be added to the debt.
SUPPORT SERVICES
Amphora will provide the Client with the following support services related to the granting of the use of the WMS, as detailed in Appendix 3:
(i) WMS maintenance; and
(ii) Technical support to the Client's employees.
The provision of support services will not include any additional actions beyond those specified above.
OTHER OBLIGATIONS OF THE CLIENT
During the term of the Agreement, the Client:
(i) Must provide Amphora with any necessary information for Amphora to properly perform the contracted services and fulfill its obligations under the Agreement.
(ii) Must strictly follow the instructions and recommendations given by Amphora regarding the execution of the Agreement.
(iii) Must designate a valid interlocutor among their staff with technical knowledge in IT.
(iv) Must ensure their devices meet the technical conditions for WMS installation.
(v) Must allow Amphora access to their premises to ensure compliance with the Agreement.
(vi) Must not remove any WMS identification or intellectual property notices.
(vii) Must not sublicense, sell, or otherwise exploit the Software or associated support services.
INTELLECTUAL PROPERTY. PROHIBITIONS. INDUSTRIAL PROPERTY
10.1. Ownership Declaration
Amphora declares and guarantees that it is the legitimate owner of the WMS and is authorized to grant its use to the Client.
10.2. Prohibitions
a) The license granted does not authorize the Client to market or distribute the WMS or its rights.
b) The Client agrees not to modify, reverse engineer, or distribute the WMS.
c) The WMS can only be used by the Client and their authorized personnel.
10.3. Industrial Property
The Client authorizes Amphora to use its trade name and/or brand for the purposes of fulfilling the contracted services.
NO WARRANTIES
The WMS is provided to the Client "as is". Amphora makes no warranties regarding the suitability of the WMS for the Client’s business.
LIMITATION OF LIABILITY
Amphora's liability for damages arising from the Agreement will not exceed the amount paid by the Client in the three months immediately preceding the event that caused the damage.
UPDATES
Amphora may update the WMS during the term of the Agreement to ensure proper execution and functionality.
BACKUPS
Amphora will maintain backups of the Client’s information, but the Client must also ensure they make their own backups.
PERSONAL DATA PROTECTION
15.1. Compliance with Regulations
The parties agree to comply with applicable personal data protection laws.
15.2. Personal Data of Contractors
The parties consent to the processing of personal data for the purpose of fulfilling the Agreement.
CONFIDENTIALITY
16.1. Confidential Information
Amphora and the Client agree to maintain confidentiality regarding any proprietary information.
16.2. Rules of Conduct
The Receiving Party agrees to keep the Confidential Information secret and not to disclose it to others.
16.3. Obligations Regarding Personnel
The Receiving Party will ensure its personnel complies with the confidentiality obligations.
16.4. Breach Communication
The Receiving Party must promptly inform the Disclosing Party of any breach of confidentiality.
16.5. Exceptional Cases
In certain cases, Confidential Information may be disclosed in accordance with legal requirements.
16.6. Duration of Confidentiality Obligations
The confidentiality obligations will remain in effect indefinitely after the termination of the Agreement.
AUDIT
Amphora has the right to audit the Client’s use of the WMS to ensure compliance with the Agreement.
MISCELLANEOUS
a) Communications. All communications must be made in writing.
b) Essential Deadlines. Payment deadlines are essential and must be met without grace periods.
c) Partial Nullity. If any clause is found to be invalid, the remaining clauses will remain valid.
d) Jurisdiction. Any disputes will be resolved in the courts of Barcelona, Spain.
e) Applicable Law. The Agreement is governed by Spanish law.
f) Access to the Amazon Seller Application: The integration app with Amazon Seller is available free of charge for all customers using Amphora's logistics services. Access to the app does not incur any additional cost. If additional fees or changes to access are introduced in the future, users will be duly informed through the website and relevant channels.