Master Services Agreement
1. General
This Master Services Agreement ("MSA"), together with the appendices, order forms, and other documents referenced in these documents
(collectively, the "Agreement"), governs your access and use of the services ("Services") offered on GelatoConnect Platform through the
Logistics, Procurement, Workflow, and AI Estimator software modules (each a “Module”) by the Gelato entity as specified in the relevant
order forms. We may offer the Services through a computer application or GelatoConnect mobile app.
By creating an account, via electronic acceptance, or by using the Services, you are deemed to have accepted the Agreement. If
representing a company, you confirm you have authority to bind that entity.
2. Definitions
Account: A unique account created for you / your organization on the Platform.
Add-on Services: Additional services or features made available by us that you subscribe to.
Customer Data: Any data you upload to the Platform, including orders and files.
Documentation: Our user documentation describing the use, features and operation of the Services.
Fees: Payments for Services, including Onboarding, Subscription, and service-specific fees.
Order Form: Document specifying prices, modules, contact details, and other agreed terms.
Party/Parties: You and/or Gelato.
Subscription Term: Duration of your subscription as specified in the Order Form.
Taxes: Any applicable taxes including VAT, GST, sales tax and withholding taxes.
3. License
3.1 License. We hereby grant you a limited, non-exclusive, non-transferable and revocable license to access and use the Services
for your internal business purposes during the Subscription Term, subject to payment of fees and other terms specified in your Order
Forms.
3.2 Module-Specific Terms. Each GelatoConnect Module shall be governed by module-specific terms of use in Appendix 1.
3.3 Access. Services are provided remotely as Software-as-a-Service (SaaS).
3.4 Updates. This Agreement covers all updates, upgrades, and new features we may release (additional fees may apply).
3.5 Beta Products. We may, from time to time, offer access to certain features, products, or services that are still under development
or designated as beta, preview, or early access ("Beta Products"). Your access to and use of any Beta Products is subject to and governed
by separate beta terms and conditions, which will be made available online or through the Platform ("Beta Terms"). By accessing or using
Beta Products, you agree to be bound by the Beta Terms. We reserve the right to modify or discontinue Beta Products at any time,
including ceasing to make them available, without notice or liability to you.
4. Onboarding
4.1 Onboarding Services. Onboarding services shall be provided by us in accordance with the terms set out in the GelatoConnect
Onboarding Schedule ("Onboarding Schedule"). Onboarding fees apply and vary based on your specific systems and operational
requirements, which are outlined in the Onboarding Schedule.
4.2 Your Onboarding Responsibilities. You are responsible for providing all necessary information, granting access to your
systems, and ensuring the availability of resources and cooperation required to complete the onboarding process efficiently and on time.
You acknowledge that your failure to fulfill these responsibilities may result in onboarding delays, and such delay will not extend the
commencement date of your subscription or reduce your payment obligations.
5. Your Responsibilities
5.1 Your Responsibility. You shall: (i) comply with applicable laws of using the Services, including data protection, intellectual
property rights and export control (ii) ensure you have rights to access and use the Services and process the data you submitted to the
Platform (including your customers’ data) (iii) protect your account credentials and be responsible for account activities.5.2 Prohibited Activities. You shall not: (i) introduce malware or harmful code (ii) Disrupt the Services or networks (iii) (iv) bypass
access restrictions (v) reverse engineer the Services and software (vi) transfer or resell the Services to third parties (vii) create derivative
works from the Services and software (viii) copy designs or features not owned by you (ix) use automated scraping tools on the Platform
(x) benchmark for competitive purposes (xi) use Services for illegal purposes.
5.3 Third-Party Integration Authorizations. In the event you wish to make use of an integration, you represent, warrant, and
covenant that you have obtained and will maintain all necessary authorizations, licenses, consents, and permissions from third-party
system providers required to enable API integrations and data connections via GelatoConnect. Your provision of API credentials, access
tokens, or connection details through the GelatoConnect user interface constitutes your affirmative authorization and confirmation of proper
third-party permissions. You further represent and warrant that your use of any API keys, credentials, or access tokens for integration
purposes does not and will not breach any third-party agreement, terms of service, or applicable law, and that you shall be solely
responsible for ensuring ongoing compliance with all third-party terms and conditions. You shall indemnify and hold harmless Gelato from
any claims, damages, or losses arising from your failure to obtain or maintain proper third-party authorizations or any breach of third-party
agreements in connection with GelatoConnect integrations.
6. Service Levels and Support
6.1 Availability. We shall exercise reasonable efforts to ensure availability of the Services. Depending on the selected Module(s), a
specific Service Level Agreement (SLA) may apply, outlining more detailed availability targets, response times, and resolution times for
issues related to the Module.
6.2 Support. Depending on the selected Module, we may offer support services in accordance with the module-specific terms.
6.3 Support Access. You consent to Gelato accessing your account data for problem diagnosis and support purposes.
7. Fees and Payment
7.1 Fees. You shall pay fees as specified in your Order Form, including: (i) Subscription Fees (ii) Onboarding Fees (iii)
module-specific fees such as label fees and overage fees (collectively “Fees”).
7.2 Add-on Fees. Additional fees may apply for Add-on Services.
7.3 Invoicing of Fees. Subscription Fees will generally be invoiced fifteen (15) days prior to the start of each billing period (monthly,
quarterly, or annually). The billing period is determined by Gelato or specified in your Order Form or separate agreement. Onboarding
Fees will be invoiced together with the first Subscription Fees.
7.4 Payment Terms. All Fees are non-cancellable and non-refundable. Payment for Subscription Fees and Onboarding Fees is due
within fourteen (14) and must be settled in full before the start of the relevant billing period. Payment for Label Fees is due within seven
(7) days of invoice. Late payments incur interest at 1.5% monthly or the maximum interest rate permitted by laws. You shall be responsible
for all collection costs and attorney’s fees reasonably incurred by us.
7.5 Invoice Disputes. You shall pay all invoices when due, without set-off or withholding, even if you dispute the invoice. Any query
or dispute regarding an invoice must be raised in writing within thirty (30) days of the invoice date, together with reasonable details of the
issue. If you do not raise a query or dispute within this period, the invoice will be deemed accepted and you waive any right to challenge
it later.
7.6 Set off. For any amounts that are invoiced to you under this Agreement, we may, without limiting any other rights or remedies
available to us under this Agreement or at law, set off or apply any amounts that Gelato owes to you, whether under this Agreement or
under any other agreement, against such amounts payable to Gelato. This right of set-off arises from the date of invoice and is not subject
to the payment period referred to in Section 7.4. We may exercise this right of set-off in respect of amounts owed between Gelato or any
Gelato group company and you or any of your affiliates.
7.7 Taxes. All fees exclude taxes and other deductions, which you are responsible for.
7.8 Fee Changes. We may change Fees which may be effective by separate agreement, by posting on the Platform or in your next
renewal period.
7.9 Additional site(s). The Services are licensed for your sole use at a single production facility. Any use, access, or deployment of
the Services at an additional production facility / location/ site requires Gelato's prior written agreement and will be subject to the application
of additional Fees including, but not limited to, Onboarding fees, Subscription fees, and any applicable transaction and overage fees.
8. Intellectual Property Rights
8.1 Our intellectual property rights. All rights, title and interest including intellectual property rights in or to the Services, Platform,
software modules and Documentation and any derivative works, improvements, updates and upgrades shall remain solely owned by us.
You shall not acquire any ownership rights.
8.2 Limited License. We grant you only those rights expressly provided in this Agreement.8.3 Restrictions. You may not copy, distribute, reverse engineer, modify, or create derivatives of our property.
8.4 Your Data Rights. You retain ownership of the data you submitted to the Platform (including your Customer Data). By uploading
it, you grant Gelato the right to use it for providing and improving the Services.
8.5 Feedback. If you provide suggestions or feedback, such information shall be deemed non-confidential and you hereby grant us
a worldwide, non-exclusive, perpetual, royalty-free license to use it for improving our Services.
8.6 Aggregated Data. We may use anonymized, aggregated usage data, but shall not use it to target your customers in ways harmful
to your interests.
9. Customer Warranties and Indemnification
9.1 Your Warranties. You warrant that: (i) you have all rights necessary to use the Services and Platform (ii) you have all rights to
process data and orders through the Services (iii) your submitted data (including your Customer Data), orders, files, content, materials and
parcels do not violate third-party rights, applicable laws, regulations and restrictions.
9.2 Indemnification. You shall indemnify and hold us harmless from and against all claims and costs we may incur or be required
to pay arising from your breach of the warranties stated above.
9.3 Assignment and Resale. You will not assign, resell, distribute or sublicense the Services to any other party without Gelato´s
prior written consent.
10. Customer Data
10.1 Data Processing. You shall upload data to the Platform, and we will process it to provide the Services.
10.2 Data Ownership. You retain ownership of your Customer Data.
10.3 Data License. You grant Gelato a non-exclusive, royalty-free license to use your data to provide the Services.
10.4 Personal Data. Both Parties will comply with data protection laws. We will handle personal data according to your instructions
and the data processing agreement (“DPA”).
10.5 Security. We will implement industry-standard security measures to protect your data.
10.6 Use Limitation. We will use your data only to provide the Services or as otherwise agreed.
10.7 Analytics. We may use anonymous information (i.e., non-identifiable information, aggregated and analytics information) derived
from your use of the Services and/or the Customer Data to provide and improve the Services and for any other legitimate business purpose.
Gelato is the sole owner of such information.
10.8 Data Deletion upon Termination. You are responsible for exporting your data prior to the termination or expiration of this
Agreement. Upon termination, and subject to the DPA, we shall have no obligation to retain any Customer data, and you acknowledge that
we will not be responsible for any loss of data following the termination of this Agreement.
11. Taxes
11.1 Tax Exclusion. All fees exclude taxes (VAT, GST, Sales Tax, etc.), which you must pay in addition.
11.2 Your Tax Obligations. You're responsible for all taxes levied on you related to this Agreement.
11.3 Gelato's Tax Obligations. We will pay taxes levied directly on us.
11.4 Withholding Taxes. If required by law to withhold taxes, you must provide us with proof of payment to tax authorities.
11.5 Gross-Up. If you withhold taxes, payments to Gelato must be grossed up so we receive the full invoiced amount.
11.6 Imports. You're responsible for import formalities and duties when applicable.
11.7 Tax Law Changes. Each party bears its own additional tax burden from changes in law.
11.8 Survival. Tax obligations survive termination of this Agreement.
12. Confidentiality
12.1 Confidentiality Obligation. Neither party shall disclose, transfer or otherwise make available the other party’s confidentialinformation to any third party. All pricing information (including pricing of third-party service providers) made available on the Platform
and information in Documentation are confidential.
12.2 Exceptions. The confidentiality obligation shall not apply to information that: (i) is in the public domain through no fault of the
recipient; (ii) was already known to the recipient; (iii) is independently developed by the recipient outside the Services; (iv) is rightfully
received from third parties; (v) must be disclosed by law; or (vi) is specifically excluded in Module-Specific Terms.
12.3 Permitted Sharing. Parties may share confidential information with their affiliates, employees, contractors or advisors who need
to know it and are bound by similar confidentiality obligations.
13. Term And Termination
13.1 any Renewal Term.
Term. This Agreement starts on the effective date as specified in your Order Form and continues for the Subscription Term or
13.2 Renewal and Fee Updates. Subscription will renew automatically for successive 12-month terms with a 7% increase to all fees
applicable during the renewal term. Either party may cancel the renewal by providing written notice at least 30 days before the end of the
current term.
13.4 Termination for Cause. Either party may terminate this Agreement with notice: (i) upon a material breach of another party (after
reasonable cure period); (ii) for illegal use of Services; (iii) to comply with laws or government requests; (iv) upon insolvency of another
party.
13.5 Termination by Gelato. We may terminate with three (3) months' written notice without cause.
13.6 Service Suspension for non-payment and breaches. We may immediately suspend access to the Platform and/or Servicesin the
event of overdue payment of applicable fees, or if you breach any material term of this Agreement, including failure to comply with applicable
laws, regulations, or security requirements, without prior notice, until the issue is resolved to our satisfaction.
13.7 After Termination. Upon termination: (i) your license ends immediately; (ii) you must stop using the Services; (iii) you remain
responsible for fees incurred prior to the termination; (iv) you must return Gelato materials within 7 days.
13.8 Survival. Key sections survive termination, including IPRs, warranties, indemnification, confidentiality, and liability provisions.
14. Disclaimers
14.1 "As Is" Basis. Services are provided "as is" without warranties of any kind. We shall not guarantee continuous availability, error-
free operation, or freedom from harmful components in the Services, Platform or the software Modules. No implied warranties of
merchantability, fitness for purpose, or non-infringement will apply.
14.2 Data Quality. We shall not be responsible for the content or quality of your data or configurations.
14.3 Third-Party Integrations. We shall not be liable for third-party service providers, third-party platforms or exported data. No
warranties are made by us on the availability or performance of integrations with third party systems and applications. Third-party
integrations and service may change or be disabled at any time.
14.4 Service Changes. We may modify the Services without prior notice.
14.5 Relationship. We are not your agent or representative, nor the suppliers of goods on the Platform.
15. Limitation of Liability
15.1 THIRD-PARTY SERVICES EXCLUSION. WE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER
EXPRESS, IMPLIED OR STATUTORY, FOR THE ACCURACY, CORRECTNESS, OR RELIABILITY OF ANY INFORMATION
PRESENTED BY ANY SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS ON THE PLATFORM. WE SHALL NOT BE LIABLE FOR
ISSUES WITH THIRD-PARTY APPLICATIONS, SERVICES, OR APIS.
15.2 DIRECT DAMAGES ONLY. UNDER NO CIRCUMSTANCES, EXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT,
SHALL WE BE LIABLE FOR (I) ANY DIRECT, INDIRECT, SPECIAL, UNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFITS, INTERRUPTION, LOSS OF DATA OR INFORMATION, PERSONAL INJURY, NEGLIGENCE,
FAILURE TO MEET ANY DUTY OF CARE, OR FOR ANY OTHER LOSS ARISING OUT OF OR RELATED TO ANY GOODS, AND
REGARDLESS OF WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (II) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS,
OMISSIONS OR OTHER FEATURES OF THE SERVICES; (III) VIOLATION OF THIRD PARTY RIGHTS OR CLAIMS OR DEMANDS
THAT YOUR MANUFACTURE, IMPORTATION, EXPORTATION, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE
OF GOODS MAY VIOLATE OR MAY BE ASSERTED TO VIOLATE THIRD PARTY RIGHTS; (V) UNAUTHORIZED ACCESS BY THIRD
PARTIES TO YOUR DATA OR PRIVATE INFORMATION (INCLUDING THOSE OF YOUR CUSTOMERS); ALL HOWEVER ARISING,
INCLUDING NEGLIGENCE.15.3 MAXIMUM LIABILITY. OUR TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THE AGREEMENT TOWARDS YOU SHALL
UNDER ANY CIRCUMSTANCES, EXCEPT IN CASES OF FRAUD OR WILLFUL MISCONDUCT, BE LIMITED TO THE FEES PAID BY
YOU TO GELATO IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
16. Force Majeure
We shall not be liable for non-performance caused by circumstances beyond reasonable control, including strikes, riots, war, fire, natural
disasters, epidemics, infrastructure failures, transport disruptions, or government regulations. Such non-performance shall not be
considered a breach of contract.
17. Miscellaneous
17.1 Notices. Email notices are sufficient. You may contact us at [email protected] or the address in your Order Form. We will
contact you at the address or email in your Order Form.
17.2 Assignment. We may assign our rights/obligations. You may not assign without our written consent.
17.3 Relationship. The parties are independent contractors, not partners, agents, or representatives.
17.4 Severability. Invalid provisions will be modified to be valid or deleted, without affecting the rest of the Agreement.
17.5 Waiver. Waivers must be in writing. Waiving one breach shall not waive future breaches.
17.6 Entire Agreement. This Agreement, with appendices, contains our entire understanding and supersedes all prior agreements.
17.7 Change of terms. Gelato may amend or update this Agreement (except Order Forms or other documents separately agreed)
at any time. Non-material changes take effect immediately. Material changes will take effect after notice is provided through the Services
or other reasonable means. Your continued use of the Services after the effective date constitutes acceptance of the changes. If you do
not agree, you must stop using the Services.
17.8 Subcontractors. You understand and approve that Gelato is using sub-contractors and partners to perform some or more of the
Services contained in the Platform and that the information and content received from and/or made available by you will be forwarded and
used by the sub-contractors and partners in their work performing the services in accordance with this Agreement.
18. Governing Law and Dispute Resolution
18.1 If the Gelato contracting entity is Gelato ASA
This Agreement is, without regard to any conflict of law provisions, governed by and construed solely in accordance with Norwegian law.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any disputes arising in connection with
the Agreement shall be finally settled by arbitration in accordance with the Norwegian act on arbitration. The arbitration shall be held in
Oslo, Norway. The language of the arbitration shall be English. This arbitration clause shall not prevent Gelato from taking legal action
before ordinary courts for the collection of payment under the Agreement or enforcement of Gelato's intellectual property rights or the DPA.
18.2 If the Gelato contracting entity is Gelato USA LLC
This Agreement is, without regard to any conflict of law provisions, governed by and construed solely in accordance with the laws of the
State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any dispute not
resolved by mutual agreement of the parties, themselves, will be submitted to arbitration at a time and place mutually agreed upon by the
parties, through and pursuant to the American Arbitration Association, and any awards and enforcement of this binding arbitration will be
entered into the applicable court. Each party shall bear its own costs and expenses of arbitration including, but not limited to, filing fees
and attorneys' fees, and each party hereby agrees to pay one-half (1/2) of the administrative fees of the American Arbitration Association
and of the compensation to be paid to the arbitrators in any such arbitration and one-half (1/2) of the costs of transcripts and other expenses
of the arbitration proceedings, subject, however, to allocation of costs and expenses (excluding attorneys' fees) by the arbitrators consistent
with the award.
This arbitration clause shall not prevent Gelato from taking legal action before ordinary courts for the collection of payment under the
Agreement or enforcement of Gelato's intellectual property rights or the DPA.APPENDICES
Appendix 1: Module-Specific Terms
GelatoConnect Procurement - Terms of Use
(Sub-set of the GelatoConnect Master Services Agreement)
1. Scope
The Procurement Module of the GelatoConnect Platform facilitates online transactions for the procurement of goods, streamlining the
purchasing process, and providing analytics on procurement data, inventory management, and supplier performance.
2. Relationship Between Buyers, Gelato, and Suppliers
2.1. Gelato provides a platform that facilitates transactions between Buyers and Suppliers and acts as a third party to these
transactions (“Transactions”). Transactions are solely between Buyers and Suppliers, and Buyers must agree on terms directly
with Suppliers.
2.2. Supplier(s) will invoice you directly for any Transaction based on listed product prices.
2.3. Gelato does not endorse or guarantee Supplier goods. All regulatory obligations for goods rest with Suppliers.
2.4. If you source goods for GelatoCreate orders, you must ensure compliance with Gelato’s Product Specifications and Safety
Requirements.
2.5. Any disputes between you and a Supplier must be resolved directly with the Supplier.
3. GelatoCreate Products
3.1. Certain products available on the Platform may be designated as GelatoCreate Products, which meet the specific criteria set by
Gelato for the fulfillment of GelatoCreate orders. These products are tagged by Gelato at its sole discretion, based on the
information provided by the Suppliers and may be subject to change. As a Buyer, you acknowledge that the tagging status of
products may vary over time.
3.2. For Transactions involving GelatoCreate Products, certain legal and/or commercial terms (“GelatoCreate Minimum
Transaction Terms”) may apply, in addition to the Supplier’s own terms and conditions of sale. These terms may include
dispatch and shipping times, packaging standards, payment terms, and more. If applicable, these terms will be communicated
to you by the Supplier.
4. Third-Party Logistics Services
Gelato may offer Platform functionalities that allow you to commission the shipment of goods purchased through the Platform by
third-party logistics providers ("Logistics Providers"). By using these functionalities, you acknowledge that Gelato acts solely as a
facilitator, and does not provide or control the logistics services. These services are provided and invoiced by the relevant Logistics
Providers and are subject to their terms and conditions. You are responsible for creating an account with the Logistics Provider and
accepting their terms before purchasing any logistics services. Gelato is a third party to any agreement between you and the Logistics
Provider and is not liable for the quality, performance, price, or any other aspect of the logistics services. Any disputes or issues
regarding logistics services must be resolved directly with the Logistics Provider. Gelato reserves the right to modify or discontinue these
functionalities at any time.
5. Data Collection and Use
5.1. In order to facilitate the processing of any orders for goods or services placed by you on the Platform, you hereby authorize
Gelato to share certain information with the Suppliers and Logistics Providers from whom you purchase products or services on
the Platform. This includes but is not limited to your company name, registered address, billing information, contact person
information, your Value Added Tax (VAT) number, quantity and type of goods, pick-up time and location, and requested place of
delivery. You also acknowledge that additional information and data may be requested directly by Suppliers and Logistics
Providers. The information shall be shared by Gelato with the Supplier or Logistics Provider for the purpose of enabling them
to create your customer account, process and fulfill your order requests and perform associated verifications prior to any
transactions (such as a credit check). Gelato will take reasonable measures to ensure the confidentiality and secure transmission
of your information to the Supplier but disclaims any responsibility in the event of any error or omission. The onward use of such
data is governed by the terms existing between you and the relevant Supplier and Logistics Provider.
5.2. Gelato may collect details of your own suppliers (“Customer’s Supplier Data”) from you. By providing the Customer’s Supplier
Data, you represent and warrant that your disclosure is free of any confidentiality obligation or legal restriction and you hereby
grant Gelato the right to use the Customer’s Supplier Data in connection with any potential business opportunities between the
relevant supplier(s) and Gelato, including without limitation, contacting the relevant supplier(s) directly. You also acknowledge
that Gelato may process the Customer’s Supplier Data for the use and performance of the Platform, including, without limitation,
monitoring the activities and rating of the supplier(s) on the Platform.
6. Liability and Indemnification
6.1. IT IS YOUR SOLE RESPONSIBILITY TO MAKE PAYMENT FOR ANY GOODS OR SERVICES PURCHASED. ANY
RECOURSE REGARDING GOODS, INCLUDING PRODUCT DEFECTS, DELIVERY ISSUES, OR LEGAL DISPUTES, MUST
BE DIRECTED TO THE SUPPLIER.
6.2. You indemnify and shall hold Gelato harmless against any claims arising from your Transactions, Platform use, dispute with a
Supplier or regulatory non-compliance.GelatoConnect Logistics - Terms of Use
(Sub-set of the GelatoConnect Master Services Agreement)
1. Scope
The Logistics Module of the GelatoConnect Platform provides logistics optimization services, including automatic shipping
optimization, tracking, and shipping data analytics and enabling the exchange of shipping information.
2. Definitions
Shipping API Services : refers to the parcel handling services accessible through the Module.
Logistics Provider(s): the third-party logistics provider(s) engaged by Gelato, who is/are available to you for the fulfillment of Shipping
API Services via the Gelato Logistics API, and who is/are responsible for the delivery of any parcel.
3. Engagement of Logistics Provider and Acceptance of terms
3.1. If you select Shipping API Services, you authorize Gelato to engage Logistics Providers on your behalf to fulfill shipments based
on order details such as size, volume, and destination in accordance with the methodology of Gelato Logistics API. You
acknowledge and accept that each shipment is subject to the terms and conditions of the selected Logistics Provider, provided
they are not inconsistent with this Agreement. Gelato will choose the most suitable Logistics Provider for your order, and you
irrevocably accept their terms under the same condition. We will inform you of the selected provider once you place your order.
3.2. You must comply with all requirements of the selected Logistics Provider, comply with all their requirements, including packaging,
labeling, and prohibited item restrictions.
4. Relationship Between You, Gelato, and Logistics Providers
4.1. Gelato does not act as a carrier and holds no liability for the performance, delays, or service failures of Logistics Providers,
including lost or damaged shipments. Any disputes regarding shipments must be handled directly between you and the
respective Logistics Provider.
4.2. You acknowledge that final pricing for the Shipping API Services may be subject to post-shipment adjustments based on factors
determined by Logistics Providers such as weight, dimensions, and address corrections.
5. Your Obligations
5.1. You must comply with all applicable shipping regulations and ensure that shipped goods meet all legal requirements and do not
breach applicable restrictions of the Logistics Provider.
5.2. You are responsible for accurately providing shipment details, including weight, dimensions, and delivery addresses.
6. Support
6.1. If you select Shipping API Services, Gelato will provide you with support on a case-by-case basis, including claims and
communication needed with the Logistics Providers. Such support services will be initiated by the receipt of a claim submitted by
you via your Account. Gelato will exercise its reasonable efforts to ensure that the relevant Logistics Provider accepts the claim.
Gelato will reimburse the amount that the Logistics Provider pays under a claim. Your submission of a claim, the Logistics
Provider’s acceptance or non-acceptance of a claim, and/or the Logistics Provider’s payment or non-payment of compensation
will not in any way affect or suspend your obligations under this Agreement.
6.2. Gelato shall undertake reasonable efforts to respond to your support requests sent through desktop and the mobile app within
8 hours during the following support hours: Monday 8 am to Friday 5 pm, excluding public holidays and depending on the time
zone where you are located. Should your support request arrive outside the above support hours, or it arrives on public holidays,
the 8-hour response period commences at the start of the next business day.
7. Fees
7.1. If you select Shipping API Services, you will be charged a service fee per delivery order you submit to the Platform (“Label
Fees”). The Label Fees will be calculated based on estimated shipment details, and will be adjusted reflecting actual charges
determined by the applicable Logistics Provider. Adjusted Label Fees will be effective when published on the Platform.
7.2. You are liable for the full payment of the Fees to Gelato per the invoicing frequency and payment terms in the Order Form. Unless
otherwise specified, payment terms for Label Fees are seven (7) days. In order to use your Account for the Logistics Service or
other extra services available, you must ensure sufficient funds are available on your Account needed for all the Fees you are
going to incur. To ensure sufficient funds are available to perform the Logistics Service, Gelato may invoice you at the start of
each billing period based on estimated shipment weight, dimensions, and service type at the time of label generation (“Fee
Estimate Invoice”). Upon conclusion of the billing period, an adjustment invoice will be issued reflecting actual carrier-
determined charges for weight, dimensions, address corrections, or additional fees assessed post-shipment (“Adjustment
Invoice”). Adjustment Invoices must be settled in accordance with our standard payment terms. You will be able to review these
invoices on your Account. Gelato hereby reserves the right to request for top-up of funds or suspend your Account if the balance
of your Account becomes negative.
8. Liability and Indemnification
8.1. GELATO IS NOT RESPONSIBLE FOR ANY CLAIMS RELATED TO SHIPPING DELAYS, LOSS, OR DAMAGE CAUSED BY
LOGISTICS PROVIDERS.
8.2. YOU SHALL INDEMNIFY AND HOLD GELATO HARMLESS AGAINST ANY CLAIMS, LIABILITIES, OR PENALTIES ARISING
FROM YOUR USE OF THE LOGISTICS MODULE OR FAILURE TO COMPLY WITH CARRIER REQUIREMENTS.
9. Data Handling
9.1. You represent and warrant to Gelato that you have any and all necessary rights to handle and ship any parcels for which you
would use the services (including the Shipping API Services). You warrant and represent that such parcels, and the goods
therein do not violate third party rights, whether intellectual property rights, export/import regulations, environmental regulations,
consumer protection rights or other regulations in any jurisdiction the goods may be directed to or transiting as a consequence
of the logistics services.
9.2. You acknowledge that shipment data will be processed by Logistics Providers for fulfillment purposes.
10. Personal data10.1. You represent and warrant that you have all necessary rights, authorizations, and lawful bases to process and transfer to Gelato
any personal data included in Customer Data. You are solely responsible for ensuring that such processing complies with all
applicable data protection laws and regulations.
10.2. We will process and transfer personal data in accordance with the DPA.GelatoConnect Workflow - Terms of Use
(Sub-set of the GelatoConnect Master Services Agreement)
1. Scope
The Workflow Module of the GelatoConnect Platform streamlines the management of print job workflows, automating processes,
enhancing task coordination, and providing analytics to improve efficiency and track performance.
2. Definitions
Input File: a file for your Order uploaded by you into GelatoConnect Workflow for processing. The Input File must fulfil all relevant
requirements, including format, size, colour profile, and metadata.
Order: a request made through the Platform for processing via GelatoConnect Workflow, which may contain one or several Input Files.
Input Files of an Order are processed and may be split or consolidated into one or multiple Print Job(s) according to the algorithm of
GelatoConnect Workflow.
Print Job : an item created by GelatoConnect Workflow based on the Order, taking into account factors including quantity and category
of Products in the Order. GelatoConnect Workflow generates Print Job(s) to optimize your production.
3. Operational Requirements & Your Responsibilities
3.1. You must maintain the necessary IT infrastructure to support Workflow’s operations as outlined in the Documentation.
3.2. You must provide accurate and valid Input Files that meet Workflow’s format, size, colour profile, and metadata requirements.
3.3. You must Ensure that Orders, Input Files, and related materials do not infringe third-party rights or violate applicable regulations.
3.4. You must not use Workflow for competitive benchmarking or unauthorized third-party access.
4. Service level and support
4.1. Availability. The availability of the Workflow Module is governed by the Service Level Agreement (SLA) for GelatoConnect
Workflow Module.
4.2. Customer Support. Gelato shall undertake reasonable efforts to respond to your support requests within 8 hours during the
following support hours: Monday 8 am to Friday 5 pm, excluding public holidays and depending on the time zone where you are
located. Should your support request arrive outside the above support hours, or it arrives on public holidays, the 8-hour response
period commences at the start of the next business day. You consent to Gelato accessing your account data, including Customer
Data and the Input Files as necessary for support, diagnostics, and service improvement.
5. Fees
5.1. Print Job Quota. Your subscription includes a Print Job Quota, as specified in the applicable Order Form, which defines the
number of print jobs you may process via the Platform during each specified period.
5.2. Overage Fees Any print jobs exceeding the Print Job Quota will be considered overage (“Overage Jobs”) and will be charged
at the overage rates set forth in the Order Form or as otherwise agreed in writing (“Overage Fees”). Gelato will invoice the
Overage Fees on the periodicity defined by Gelato.
6. Intellectual Property Rights
6.1. You grant Gelato a limited, royalty-free, revocable, worldwide, non-exclusive, and sublicensable right to process the Orders and
Input Files for providing the Services and any ancillary activities (customer support etc.).
7. Disclaimers
7.1. QUALITY OF FILES AND CONFIGURATION OF SOFTWARE. GELATO ACCEPTS NO RESPONSIBILITY FOR THE
CONTENT AND/OR QUALITY OF THE INPUT FILES, ORDERS, PRODUCTS, NOR PARAMETERS AND CONFIGURATION
YOU ENTER OR MAKE FOR THE ONBOARDING OF GELATOCONNECT WORKFLOW.
7.2. PRINT FILES. GELATO MAY, AS PART OF THE GELATOCONNECT WORKFLOW FUNCTIONALITY, APPLY COLOUR
PROFILES. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO VALIDATE THE INPUT FILES, INCLUDING THE
VERIFICATION OF THE COLOURS.
8. Data Handling
8.1. You shall upload Customer Data to Workflow, granting Gelato the right to process, store, and use such data.
8.2. You represent and warrant to Gelato that you have any and all necessary rights to handle the Orders for which you would use
the services (including the content of the Input Files). You warrant and represent that the Orders and Input Files do not violate
third-party rights including intellectual property rights or applicable regulations.
9. Personal data
9.1. You represent and warrant that you have all necessary rights, authorizations, and lawful bases to process and transfer to Gelato
any personal data included in Customer Data. You are solely responsible for ensuring that such processing complies with all
applicable data protection laws and regulations.
9.2. We will process and transfer personal data in accordance with the DPA.GelatoConnect MIS (including AI Estimator) - Terms of Use
(Sub-set of the GelatoConnect Master Services Agreement)
1. Scope
MIS Module Functionality. The GelatoConnect Management Information System (“MIS”) Module provides a comprehensive suite of tools
designed to streamline and automate print production workflows, from estimation to fulfillment. This includes job ticketing, production
planning, and integration with the Gelato Network.
2. Plans.
The MIS Module is available under two distinct plans, (a) AI Estimator: Provides access to the AI-powered estimation engine; and
(b) MIS.
3. Definitions
Plan: means the specific subscription tier selected by You in the Order Form.
Usage Limits: means the quotas for Estimates, jobs, or other metrics as defined in the Order Form for Your selected Plan.
Estimate: means an AI-generated price projection for a print job based on inputs You provide.
4. Operational Requirements & Your Responsibilities
4.1. Infrastructure. You are responsible for providing and maintaining the necessary IT infrastructure, including stable internet
connectivity and compatible devices, to access and use the MIS Module.
4.2. Configuration & Data Accuracy. You are solely responsible for the accuracy, completeness, and integrity of all data and
configurations entered into the MIS Module, including pricing rules, product specifications, and customer information.
4.3. Data Compliance. You warrant that you have all necessary rights and consents to upload and process Customer Data
within the MIS Module and that such use complies with all applicable laws and regulations, including data protection laws.
4.4. Human Review Requirements. You acknowledge that all automated outputs, including Estimates and job tickets, require
human review and validation. You are responsible for verifying the suitability of all outputs before any commercial or
operational reliance.
5. Service Level and Support
5.1. Availability. The availability of the MIS Module is governed by the Service Level Agreement (SLA) for GelatoConnect
Management Information System (MIS) Module.
5.2. Customer Support. Gelato shall undertake reasonable efforts to respond to your support requests within 8 hours during the
following support hours: Monday 8 am to Friday 5 pm, excluding public holidays and depending on the time zone where you
are located. Should your support request arrive outside the above support hours, or it arrives on public holidays, the 8-hour
response period commences at the start of the next business day. You consent to Gelato accessing your account data,
including Customer Data, Input Files, and the inputs and configurations you provide for estimation, as
necessary for support, diagnostics, and service improvement.
6. Fees
6.1. Onboarding Fees (MIS Module). A one-time onboarding fee is charged as specified in your Order Form for initial setup and
configuration.
6.2. Subscription Fees and Billing. Subscription fees for the selected Plan are as stated on the Order Form and billed at the
cadence specified there. Unless otherwise stated in writing, fees are billed in advance and are non-cancelable and
non-refundable.
6.3. 6.4. Estimate Quota (per Plan). Your subscription may include an Estimate Quota per the Order Form.
Estimate Overage Fees. Estimates generated beyond the Estimate Quota are billed at the overage rate on the Order Form
and invoiced in arrears.
7. Disclaimers
7.1. ESTIMATES. GELATO DOES NOT GUARANTEE THE ACCURACY OF ESTIMATES. THEY ARE PROBABILISTIC AND
FOR GUIDANCE ONLY. FINAL PRICES MAY VARY.
7.2. JOB TICKETING AND SHIPPING. GELATO IS NOT LIABLE FOR ERRORS IN JOB TICKETING OR SHIPPING
CALCULATIONS GENERATED BY THE MIS MODULE. YOU MUST VERIFY ALL DETAILS BEFORE PRODUCTION AND
DISPATCH.
7.3. SHIPPING AND FULFILMENT. WHERE THE PLATFORM SURFACES CARRIER OPTIONS, RATES, OR BOOKS
SHIPMENTS, YOU REMAIN RESPONSIBLE FOR SHIPPING COSTS, COMPLIANCE WITH CARRIER TERMS, AND ANY
DELAYS, DAMAGES, OR LOSSES CAUSED BY THIRD-PARTY PROVIDERS.
7.4. AVAILABILITY WE DO NOT GUARANTEE UNINTERRUPTED AVAILABILITY, AND WE MAY SUSPEND ACCESS FOR
SECURITY, MAINTENANCE, OR OTHER REASONABLE OPERATIONAL REASONS AS PER THE SLA.
7.5. CONNECT AI ASSISTANT. THE CONNECT AI ASSISTANT IS A TOOL BASED ON LARGE LANGUAGE MODELS AND
MAY PRODUCE INACCURATE OR INCOMPLETE INFORMATION. GELATO IS NOT RESPONSIBLE FOR ANY
OUTPUTS FROM THIS ASSISTANT.
8. Data Handling
8.1. You shall upload Customer Data to the MIS module, including job details, product configurations, pricing rules, and related
information.
8.2. You warrant and represent to Gelato that you have all necessary rights to handle and input such data. You warrant and represent
that the Customer Data does not violate third-party rights including intellectual property rights or applicable regulations.
9. Personal Data
9.1. To the extent that any Customer Data includes Personal Data, You represent and warrant that you have all necessary rights,
authorizations, and lawful bases to process and transfer to Gelato any such personal data. You are solely responsible for ensuring
that such processing complies with all applicable data protection laws and regulations.
9.2. We will process and transfer personal data in accordance with the DPA.GelatoConnect Store Link - Terms of Use
(Sub-set of the GelatoConnect Master Services Agreement)
1. Scope
Store Link provides a print-on-demand integration layer within GelatoConnect, enabling you, as print service provider, to allow your own
customers to connect to third-party ecommerce platforms and marketplaces directly to GelatoConnect (“Store Link E-commerce”) or offer
dedicated storefronts that also connect directly to GelatoConnect, thereby enabling the automated import of print-ready orders into
GelatoConnect for end-to-end processing (“StoreLink Web-to-Print”).
Store Link functionality may include: (a) automatic ecommerce order import into GelatoConnect; (b) AI-powered product listing management,
including artwork creation, mockups and listing content generation; (c) a personalization editor enabling the customization of products directly
on-site; (d) web-to-print” — lightweight storefronts that print service providers may configure within Store Link for their B2B customers.
Store Link primarily facilitates order intake and workflow automation for orders coming from ecommerce platforms/marketplaces and
storefronts.
2. Definitions
Connected Store means a third-party ecommerce store, marketplace account, or storefront connected to your GelatoConnect account via
Store Link.
Web-to-Print means a storefront environment created within Store Link by you for your customer(s).
End Customer means the final purchaser of goods offered through a Connected Store or Web-to-Print.
3. Operational Requirements & Your Responsibilities
3.1. Store Link relies on integrations with third-party ecommerce platforms and marketplaces. You represent and warrant that: (a) you
have obtained and will maintain all necessary rights, permissions, and authorizations to connect any Connected Store to
GelatoConnect; (b) your use of APIs, credentials, and integrations does not breach any third-party agreement or applicable law.
You must maintain the necessary ecommerce accounts, integrations, and infrastructure required to use Store Link.
3.2. You must ensure that all products offered through Connected Stores or Web-to-Print comply with applicable intellectual property,
product safety, export/import, and consumer protection laws. You are responsible for ensuring that all product data, artwork,
branding materials, and configurations are accurate, lawful, and compliant with applicable laws and third-party platform
requirements. Without limiting the foregoing, you shall not use Store Link to offer, distribute, or process any products or content
that is unlawful, obscene, indecent, racist, discriminatory, hateful, defamatory, infringing of third-party intellectual property rights,
or otherwise objectionable as reasonably determined by Gelato. Gelato reserves the right, at its sole discretion and without liability,
to refuse to process, suspend, or remove any content that it reasonably believes violates this section.
3.3. You must review and validate all orders imported via Store Link prior to production and fulfillment.
4. Merchant of Record & Commercial Responsibility
4.1. You and/or your customers remain the sole merchant of record for all transactions processed via Store Link. You acknowledge
that Gelato has no relationship with nor any obligation towards your customers / End Customers and that you must handle all
queries from your customers and End Customers, complaints, claims, and disputes directly and at your own cost.
4.2. You and/or your customers are solely responsible for: (a) product listings and content, (b) pricing and promotional terms; (c) taxes
(including VAT, GST, sales tax, and similar taxes); (d) payment processing; (e) refunds, returns, and chargebacks; (f) compliance
with marketplace rules; (g) compliance with consumer protection, ecommerce, advertising, and product regulations.
4.3. Gelato is not a marketplace operator, reseller, distributor, payment processor, or merchant of record and is not a party to any
transaction between you (or your customers) and any respective end customer. Gelato has no direct relationship with your
customer(s) or any End Customer.
5. AI-Powered Listing Management & Personalization
5.1. You acknowledge that Store Link may utilize artificial intelligence systems, including large language models and
image-generation technologies, to generate artwork, product mockups, product visuals, listing copy and descriptions,
personalization outputs, and other related content.
5.2. You acknowledge and agree that: (a) AI-generated outputs are probabilistic and may contain inaccuracies; (b) AI-generated
outputs may not be exclusive and may be similar to outputs generated for other users; (c) human review and validation is required
before publication, listing, or production.
5.3. You represent and warrant that you have all necessary intellectual property rights, licenses, and permissions to submit product
information, artwork, trademarks, and related materials for AI-based processing.
5.4. Gelato does not guarantee the accuracy, originality, non-infringement, or commercial performance of AI-generated outputs.
6. Web-to-Print
6.1. If you enable Web-to-Print within Store Link, you remain solely responsible for all content, pricing, and product offerings made
available through such the storefront environment. You are responsible for ensuring compliance with applicable ecommerce,
distance selling, and consumer laws applicable to such storefronts.
6.2. Gelato provides the technical infrastructure only and does not act as operator, seller, distributor, or contracting party in relation to
any sale conducted through a Manual Store.
7. Fees
7.1. Use of Store Link may be subject to subscription fees, onboarding fees and usage-based fees as specified in the applicable Order
Form. Unless otherwise agreed in writing, fees are payable in advance and are non-cancelable and non-refundable.
7.2. Gelato reserves the right, at any time and at its sole discretion, to define and introduce a maximum number of Connected Stores
or Web-to-Print storefronts included within the subscription fee (the "Store Allowance"). Any stores exceeding a notified Store
Allowance shall be subject to additional fees at Gelato's then-current rates. Any such Store Allowance or associated fees shall be
communicated to you with no less than 30 days' written notice.
7.3. You acknowledge that the volume of activity processed through Store Link — including but not limited to the number of connected
stores, orders, workflow executions, production file generation, and data storage — directly impacts the cost of service delivery.
Gelato reserves the right to introduce, modify, or adjust usage-based fees or thresholds to reflect actual usage at any time, subject
to 30 days' prior written notice.8. Disclaimers
8.1. ECOMMERCE PERFORMANCE. GELATO DOES NOT GUARANTEE SALES PERFORMANCE, TRAFFIC, SEARCH
RANKING, CONVERSION RATES, OR MARKETPLACE VISIBILITY.
8.2. MARKETPLACE ACTIONS. GELATO IS NOT LIABLE FOR ACCOUNT SUSPENSIONS, CONTENT REMOVALS, POLICY
ENFORCEMENT ACTIONS, OR RESTRICTIONS IMPOSED BY THIRD-PARTY PLATFORMS.
8.3. ORDER IMPORT. GELATO DOES NOT GUARANTEE THAT ALL ORDERS FROM CONNECTED STORES WILL BE
ERROR-FREE OR SYNCHRONIZED WITHOUT INTERRUPTION.
8.4. AI OUTPUTS. AI-GENERATED CONTENT IS PROVIDED “AS IS” AND REQUIRES HUMAN REVIEW.
9. Data Handling
9.1. To enable Store Link functionality, Gelato may process product catalog data, order information, customer shipping details, and
marketplace metadata, which may be owned by your customers.
9.2. You represent and warrant that you have all necessary rights, authorizations, and lawful bases to process and transfer such data
to Gelato.
10. Personal Data
10.1. To the extent that any Customer Data includes personal data, you represent and warrant that you have all necessary rights,
authorizations, and lawful bases to process and transfer such personal data to Gelato.
10.2. Gelato will process and transfer personal data in accordance with the Data Processing Agreement.
11. Termination
11.1. Upon the termination or expiration of your Store Link subscription for any reason, all Connected Stores and Web-to-Print
environments will be deactivated. You will be given no less than 30 days' notice prior to deactivation to allow for migration and
business continuity planning. You understand and acknowledge that deactivation will result in the loss of access to storefront
interfaces and the cessation of automated order imports.
11.2. It is your sole responsibility to:
1. Notify your customers and/or End Customers of the store deactivation or any changes in service availability.
2. Ensure business continuity and stability for your customers by migrating data or storefronts to alternative solutions prior to the
termination date.
3. Manage any pending orders or customer service obligations arising from the deactivation.
11.3. Gelato shall not be liable for any loss of revenue, data, or reputation, nor for any third-party claims from you, your customers or
End Customers resulting from the deactivation of storefronts or links following termination.
Appendix 2 : Data Processing Agreement