Terms of Service

1. Acceptance of these terms

These Terms of Service (“Terms”) govern your access to and use of DistrX.io, the wholesale distribution ERP operated by DistrX.io (“we”, “us”). By signing an order form, signing in, or otherwise using DistrX.io, you agree to be bound by these Terms and by our Privacy Policy. If you use DistrX.io on behalf of a business, you confirm that you have the authority to bind that business, and “you” refers to that business. Where you and we have signed an order form or other written agreement, it takes precedence over these Terms where the two differ.

2. The service

DistrX.io gives a distributor (a “company”) one system to run its operation: quotes, sales orders, invoices, credit memos and statements; customer price levels and contract pricing; inventory across warehouses, bins and lots; purchasing and receiving; a sales rep app and a driver app for its staff; a B2B ordering portal for its customers; delivery routes and proof of delivery; receivables and reports; and a sync with the accounting software it connects. Features may be added, changed or retired over time as the product evolves.

3. Accounts and responsibilities

You are responsible for the accuracy of your account information, for keeping sign-in details confidential, and for all activity under your company’s users. Your admins are responsible for the staff and portal customers they invite, the roles they give them and removing access when someone leaves. Tell us promptly at distrx.io@gmail.com if you suspect someone is using an account without permission.

4. Fees and payment

Fees, the subscription term, what setup covers and how you pay are set out in the quote or order form you accept.

• Fees are exclusive of taxes unless stated otherwise, and payments are not refundable except where the law requires it or we agree otherwise in writing.
• If an invoice from us is overdue, we may give notice and, if it stays unpaid, limit your company to read-only access. Nothing is deleted because a payment is late.
• We may change fees at renewal with reasonable notice. A change never applies to a term you have already paid for.

5. You are responsible for your business

DistrX.io is software. It is not a seller, broker, carrier or agent, and it never buys, holds or ships your goods. You are the seller of everything you sell or deliver with it, and you alone are responsible for it.

• Your catalog and prices. We do not review, approve or monitor the products, prices or descriptions you add. That a product could be added or sold through DistrX.io never means we allow it.
• Licenses and permits. You must hold and keep current every license, permit and registration your business and your products need, in every place you sell or deliver to. License records and checks in DistrX.io are a tool to help you, not a verification service and not a defense.
• Regulated goods. Tobacco, nicotine and vapour products, alcohol, food, chemicals and anything else the law regulates may be sold only where, to whom and in the forms the law allows.
• Taxes. Sales tax, excise tax and any other tax are worked out from the rates, classes and exemptions you set. Setting them correctly, collecting and remitting tax and filing returns are your responsibility. Nothing in the product is tax or legal advice.
• Food safety, lots and recalls. Lot, expiry and traceability features help you keep records. Meeting food-safety, storage, labeling and recall obligations is yours.
• Credit and collections. Credit limits, holds and terms work as you configure them. Decisions to extend credit, and how you collect, are yours.
• Your customers and staff. You decide what you collect about your customers and staff. You are responsible for telling them how you use it and for having their consent where it is needed.
• Working without a connection. Orders and deliveries recorded while a phone is offline are kept on that device until it reconnects. If a device is lost, reset or cleared before it syncs, we cannot recover what was on it.

6. Acceptable use

You must not use DistrX.io, or let anyone use your accounts, to:

• sell, buy or deliver anything that is illegal where it is sold or delivered, including stolen, counterfeit or recalled goods, or regulated goods without the licenses they need;
• trade with any person, business or country under sanctions, or export what the law forbids;
• deceive or defraud anyone, launder money or hide where money came from;
• send messages to people who have not agreed to be contacted;
• upload content that is unlawful or that infringes someone else’s rights;
• probe, disrupt or overload the service, get around its limits, or try to reach another company’s data.

7. What we do about a breach

If we reasonably believe you are breaking section 6 or the law, we may limit your company to read-only access, suspend it or, for a serious breach, end it. Where it is lawful and reasonable, we give notice and a chance to put things right first. We may keep and hand over records to authorities where the law requires it.

8. You cover us for your business

You will defend, indemnify and hold harmless DistrX.io, its owners, staff and partners from every claim, loss, fine, penalty and cost (including reasonable legal fees) arising out of the products you sell, your sales and deliveries, your dealings with your customers, vendors and staff, the data you collect, or your breach of these Terms or of any law.

9. Your data stays yours

As between you and us, you own your products, prices, customers, orders, invoices, stock records and everything else your company puts into DistrX.io (“Your Data”). You grant us a limited license to host, process and transmit Your Data solely to provide and improve the service, as described in the Privacy Policy. We do not sell Your Data, and one company’s data is never shown to another. You can export your data at any time, and for 30 days after your subscription ends.

10. Connected services

Parts of DistrX.io rely on other services: email delivery for the documents and sign-in codes you send, the accounting software you connect, and the infrastructure the service runs on. Each service you connect is its own product with its own terms, and an outage or a change on its side can affect the matching feature.

11. Service availability

We work to keep DistrX.io fast and available, but unless your order form says otherwise the service is provided “as is” and “as available”. We do not guarantee uninterrupted or error-free operation, and we may carry out maintenance that briefly limits access, giving notice where practical.

12. Ending the service

Either party may end the service at the end of the term stated in your order form, or earlier as it allows. After the end, you have 30 days to export Your Data, after which we delete it, except where the law requires us to keep it.

13. Disclaimers and limitation of liability

To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. Prices, taxes, stock figures, aging and reports are produced from what your company entered and configured. Check them before you rely on them for filings or decisions.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data. Our total aggregate liability arising out of or relating to the service is limited to the fees you paid us for the service in the twelve (12) months before the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited by law.

14. Changes to these terms

We may update these Terms from time to time. When a change is material, we tell your company’s admins before it takes effect. The date at the top of this page always shows the current version.

15. Governing law

These Terms are governed by the laws of the jurisdiction in which DistrX.io is established, without regard to conflict-of-law rules, and disputes will be resolved in the courts of that jurisdiction, unless your order form or mandatory local law provides otherwise.

16. Contact

Questions about these Terms? Email distrx.io@gmail.com — a human reads and answers.