Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are an agreement between PunchRelay, operated from Hanoi, Vietnam ("we", "us"), and the business that installs or uses the PunchRelay Shopify app ("Merchant", "you").

By installing PunchRelay from the Shopify App Store or connecting a buyer procurement system, you accept these Terms. If you accept them on behalf of a company, you confirm that you are authorized to bind it. PunchRelay is offered to businesses only, not to consumers.

Browsing our website or sending an early access request does not create a contract; our Privacy Policy explains how we handle that data.

2. The Service

PunchRelay connects Shopify stores to buyer procurement systems such as SAP Ariba, Coupa, Jaggaer, Oracle, Workday and SAP systems using OCI. It provides:

• Punchout sessions: validating incoming cXML PunchOutSetupRequest and OCI login requests and opening a buyer session on your Shopify B2B catalog.
• Cart transfer: returning the selected items with the buyer's contract prices as a cXML PunchOutOrderMessage or OCI form post.
• Purchase orders (cXML): receiving OrderRequest documents, checking them against the transferred cart, presenting them in your Purchase orders inbox for review, and creating an unpaid Shopify order only when you choose to. Orders that cannot be matched with certainty are held for your review. OCI returns the cart only; the purchase order leg for OCI buyers is agreed and tested separately for each buyer.
• Protocol logs: storing messages with credentials removed, to support testing and troubleshooting with your buyers.

3. Your Responsibilities

You need an active Shopify account in good standing with Shopify B2B set up for the buyers you connect. You are responsible for:

• Catalog and prices: keeping your Shopify B2B catalogs, price lists, currencies, availability and classification codes accurate.
• Credentials: keeping endpoints, shared secrets and buyer identifiers confidential and telling us promptly if you suspect misuse.
• Your buyer relationships: fulfilling, invoicing and supporting orders placed through PunchRelay. We are a technical service provider and are not a party to your contracts with your buyers.

4. Buyer Integrations and Testing

Punchout connections need coordination between you, us and the buyer's procurement team. We provide setup information, endpoints and a self-test. We do not control and are not responsible for the buyer's approval workflows, firewalls, system updates or internal delays.

5. Fees and Billing

Current prices are published on our pricing page. At the time of this version:

• Business plan: USD 349 per month, including two active buyer connections.
• Additional connections: USD 99 per month for each active connection beyond two.
• OCI setup: USD 499 one-time per OCI connection.
• Assisted onboarding (optional): USD 999 one-time per connection.
• Free trial: the base subscription includes a 14-day trial. One-time fees are not part of the trial.
• Billing: all charges are billed through Shopify under the plan and charges you approve in Shopify, and Shopify's billing terms apply. Taxes may be added by Shopify.
• Cancellation: there is no minimum term or notice period; you can cancel through Shopify at any time. One-time fees for work already carried out are not refunded on cancellation.
• Price changes: we announce changes to recurring prices in advance, and they take effect only once you approve the new charges in Shopify.

6. Acceptable Use

Use PunchRelay only for lawful business procurement transactions. You must not:

• Decompile, reverse engineer or attempt to extract the source code of PunchRelay.
• Run vulnerability scans, penetration tests or load tests against our production endpoints without our prior written agreement.
• Send malformed payloads, malicious code or automated traffic intended to disrupt or overload the service.
• Resell or sublicense PunchRelay to third parties.

7. Availability

PunchRelay is in early access. We work to keep the service available and announce planned maintenance where we can, but we do not offer a service level agreement or guaranteed uptime.

We are not responsible for interruptions caused by third-party platforms, including Shopify, Cloudflare, or the buyer's procurement system and network (for example SAP Business Network or Coupa maintenance).

8. Intellectual Property

We keep all rights in the PunchRelay software, APIs, documentation and brand. You keep all rights in your store content, catalog, brand assets, customer records and transaction data.

9. Data Protection

We process store, buyer and order data on your behalf as described in our Privacy Policy. If you need a data processing agreement under Art. 28 GDPR, contact us and we will provide one.

10. Limitation of Liability

To the extent permitted by law, we are not liable for indirect or consequential damages, including lost profits, lost revenue, lost procurement contracts or business interruption.

Our total liability under these Terms is limited to the fees you paid us in the 12 months before the event that caused the claim.

These limits do not apply to liability that cannot be limited under the applicable law, including liability for intent, gross negligence, or injury to life, body or health.

11. Suspension and Termination

You can end this agreement at any time by uninstalling the app or cancelling in Shopify.

We may suspend or end your access if you seriously breach these Terms, cause abusive traffic, or leave Shopify charges for PunchRelay unpaid. Where reasonable we warn you first and give you a chance to fix the problem.

When the agreement ends, your endpoints are deactivated and your data is deleted as described in our Privacy Policy.

12. Changes to These Terms

We may update these Terms. We tell you about material changes in advance by email or in the app. If you keep using PunchRelay after a change takes effect, the updated Terms apply.

13. Governing Law and Disputes

These Terms are governed by the laws of Vietnam, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the law of your country remain unaffected.

We will first try to resolve any dispute through good-faith discussion. If that fails, the competent courts of Hanoi, Vietnam have jurisdiction.