Terms and Conditions

1. Acceptance of Terms

By accessing, registering for, or using the Service, you agree to be legally bound by these Terms. If you do not agree with any part of them, you must not use the Service. If you accept these Terms on behalf of a legal entity, you represent that you have sufficient authority to bind such entity.

2. Description of Service

Fenicia is a Software as a Service (SaaS) e-commerce platform that allows merchants to:

• Manage products, inventory, and orders from a centralized platform
• Integrate and sync with multiple marketplaces and sales channels
• Manage customers and business relationships (CRM)
• Generate business reports and insights
• Manage shipping and logistics

3. Registration and Accounts

To use the Service, you must create an Account by providing accurate, complete, and up-to-date information. You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your Account
• Notifying us immediately of any unauthorized use
• Keeping your contact information up to date, including the Billing Contact (see § 4.7)

We reserve the right to suspend Accounts that (i) violate these Terms or the AUP, (ii) remain without login activity for twelve (12) consecutive months while on a free plan or with an expired trial, or (iii) pose a risk to the infrastructure or other Customers.

4. Plans, Payments, and Billing Cycle

4.1 Subscriptions

The Service is offered under different subscription plans with varying levels of functionality and usage limits (products, orders, users, channels). Prices and features of each plan are available on our pricing page and may be modified in accordance with § 13.

4.2 Billing Entity and Currency

Subscriptions are billed exclusively by Hobbio Inc (Delaware, United States) in United States Dollars (USD). Fenicia does not issue Mexican tax invoices (CFDI) for subscription services, in line with how other international SaaS platforms operate toward the Mexican market.

Customers requiring Mexican tax invoicing may request a separate enterprise contractentered into with Operadora Tecnológica de Hobbies S.A. de C.V. (Mexico), under which CFDI may be issued in accordance with Mexican tax law. Such enterprise contract is governed by its own terms and does not form part of this click-wrap agreement.

4.3 Recurring Billing and Payment Authorization

Payments are processed through Stripe. By providing your payment information, you authorize Fenicia (through Stripe, Inc., our payment processor) to make automatic recurring chargesagainst your registered payment method, for the amount corresponding to your plan and selected billing cycle (monthly or annual), including any applicable overages. This authorization remains in effect until you cancel your subscription pursuant to § 11.

Any chargeback initiated by the Customer with respect to charges authorized under this section, except in cases of evident fraud or demonstrable error by Fenicia, may result in the immediate suspension of the Service pursuant to § 11A and in the pass-through of any dispute fees charged by Stripe.

4.4 Usage Overages

If you exceed your plan limits (products, orders, users, API calls, or other metered resources), overage charges will apply according to rates published on the pricing page. Overages are computed at the close of each billing cycle and charged together with the next invoice. We will notify you when you reach 80% and 100% of your limits.

4.5 Non-Payment, Grace Period, Limited Access, and Suspension

If a recurring charge fails, the following dunning cycle will be triggered, aligned with industry standard SaaS practice (MongoDB Atlas, Shopify, Google Workspace). The guiding principle is that the first unpaid invoice does not restrict use of the Service: only the second consecutive unpaid invoice activates read-only mode.

In-flight order continuity. During Limited Access (day 30-59) and during the post-Termination period (day 60-89) while the export window remains open, Fenicia will continue processing and enabling the fulfillment of orders that had already been confirmed and paid for by end consumers on connected channels (marketplaces, Shopify stores, etc.) prior to the non-payment event. This does not constitute Account reactivation nor generates any additional obligation for Fenicia beyond preserving business continuity of the Customer toward its own end consumers.

Immediate reactivation upon payment. If the Customer cures the payment at any time before day 90, the Account automatically returns to the active state without need for support intervention, and all functionality is restored.

Prior notice. Fenicia will notify each transition of the dunning cycle to the Billing Contact designated by the Customer at least seven (7) calendar days in advance, and will display a persistent notice inside the application.

4.6 Pause Mode (Hibernation)

Fenicia offers a Pause mode intended for seasonal Customers or those who temporarily suspend their business operations. Under Pause mode:

• A reduced fee applies relative to the Customer's primary plan, as published on the pricing page.
• Customer data (products, customers, order history, configuration) is fully preserved.
• Third-party integrations remain connected but sync workers are frozen.
• Creation of new orders on the platform and connection of new channels are blocked.
• The Customer may reactivate the full plan at any time from Settings → Billing.

Pause mode is a voluntary alternative to cancellation. It does not replace the dunning cycle described in § 4.5: if a charge fails while in Pause mode, the non-payment procedure will still apply.

4.7 Billing Contact

The Customer must designate and keep up to date, in Settings → Billing, a Billing Contact: a specific email address for billing communications, which may be different from the Account's primary administrator. All notifications related to charges, payment failures, dunning, suspension, and termination will be sent to such Billing Contact, with a copy to the primary administrator as backup.

Failure to update the Billing Contact does not exempt the Customer from the effects of the dunning cycle.

4.8 Good-Faith Payment Disputes

If the Customer believes a charge is incorrect, it must notify so in writing to billing@fenicia.io within fifteen (15) calendar days from the invoice issue date, stating the amount and reason for the dispute. Amounts disputed in good faith will be excluded from the dunning procedure until resolution, provided the Customer remains current on all other undisputed charges.

Disputes notified outside this window may still be reviewed by Fenicia but will not pause the dunning cycle.

4.9 Taxes, Withholdings, and Exchange Rate

Published prices do not include taxes. The Customer is solely responsible for paying any tax, duty, withholding, or governmental charge applicable in its jurisdiction in connection with the Service, except for Hobbio Inc's income taxes in Delaware. If the Customer is required by law to withhold taxes on payments to Fenicia, it must gross up the amount paid so that Fenicia receives the full published price.

All charges are made in USD. Any conversion to local currency, conversion fees, or international transaction charges are the responsibility of the Customer's payment method issuer.

4.10 Refunds

Payments are non-refundable, except when required by applicable law or when expressly authorized in writing by Fenicia. SLA credits (see § 8) do not constitute cash refunds: they are applied as a discount on the next invoice and are not redeemable for cash. You may cancel your subscription at any time, and your access will continue until the end of the already-paid billing period.

5. Acceptable Use

Use of the Service is subject to our Acceptable Use Policy (AUP), which forms an integral part of these Terms. Without limiting what is set forth in the AUP, by using the Service you agree NOT to:

• Violate applicable laws or regulations
• Sell prohibited, illegal, or counterfeit products
• Infringe third-party intellectual property rights
• Attempt to access systems or data of other Customers
• Engage in activities that may damage or overload our infrastructure
• Use the Service to send spam or unsolicited communications
• Impersonate identities or provide false information
• Resell or redistribute the Service without written authorization

6. Intellectual Property and Customer Data

The Service, including its code, design, logos, documentation, and content, is owned by Hobbio Inc and is protected by intellectual property laws. You are not granted any ownership rights to the Service; only a limited, non-exclusive, non-transferable, revocable license to use it in accordance with these Terms.

The Customer retains all rights to the data and content it uploads to the platform (products, images, descriptions, its own end-customer data, orders). The Customer grants Fenicia a limited, worldwide, royalty-free license to process, store, transmit, and display such content solely to the extent necessary to provide the Service. The processing of personal data is governed by the DPA.

7. Third-Party Integrations

The Service allows integration with third-party platforms (marketplaces, payment gateways, shipping providers, marketing tools). These integrations are subject to the terms and conditions of each platform, which the Customer must accept directly with such third parties.

Fenicia is not responsible for:

• Changes in third-party APIs, policies, or availability
• Interruptions in third-party services
• Commercial disputes between the Customer and marketplaces or other providers
• Sanctions, suspensions, or warnings that third parties apply directly to the Customer

The up-to-date list of subprocessors and critical integrations is available on our subprocessors page.

8. Service Availability and SLA

Fenicia commits to maintaining the Service available with a monthly uptime target of 99.9%, measured in accordance with the Service Level Agreement (SLA). In the event of failure to meet such target, the Customer will be entitled to the following credits, applied as a discount on the next invoice:

Excluded from uptime computation: scheduled maintenance windows announced at least 48 hours in advance, force majeure events, third-party provider failures (marketplaces, Stripe, shipping providers), and any unavailability caused by the Customer's own acts or omissions. The full SLA details are available at /en/sla.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• The Service is provided "AS IS" and "AS AVAILABLE", without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Fenicia shall not be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including (without limitation) loss of data, loss of profits, loss of business opportunity, or damage to reputation.
• Fenicia's total aggregate liability, for any cause and under any legal theory, shall be limited to the amount actually paid by the Customer for the Service during the twelve (12) months immediately preceding the event giving rise to the claim.
• Remedies under the SLA (§ 8) constitute the Customer's sole and exclusive remedy for Service unavailability.

10. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Hobbio Inc, its affiliates, directors, employees, agents, and licensors, from any claim, demand, damage, loss, or expense (including reasonable legal fees) arising from:

• The Customer's use of the Service
• The breach of these Terms or of any document incorporated by reference
• The violation of third-party rights, including intellectual property and privacy rights
• The products or services the Customer sells or promotes through the platform
• Any content uploaded by the Customer to the Service

11A. Suspension

Fenicia may suspend, in whole or in part, the Customer's access to the Service, without such suspension constituting contract termination, in the following cases:

• Non-payment: pursuant to the dunning cycle in § 4.5. Suspension for non-payment occurs on day 30 from the first failed charge, following two consecutive unpaid invoices.
• Material breach of the Terms or AUP: upon notice to the Customer and a reasonable cure period, except in cases of serious breach jeopardizing the security of the platform or other Customers, in which case suspension may be immediate.
• Technical or security risk: when the Customer's usage compromises the integrity, availability, or security of the Service.
• Order from competent authority: when so required by a binding judicial or administrative order.

During Suspension, the Customer's data is preserved intact and the Customer may request its export. Suspension ends when the cause that triggered it ceases.

11B. Termination

Termination by the Customer. The Customer may cancel its subscription at any time from Settings → Billing or by contacting support@fenicia.io. Cancellation takes effect at the end of the already-paid billing period; no pro-rated refund is granted unless required by law.

Termination by Fenicia. Fenicia may terminate the contract:

• For non-payment, pursuant to § 4.5, once 60 days have elapsed from the first failed charge without cure.
• For material breach of these Terms or the AUP not cured within ten (10) calendar days of notice.
• For discontinuation of the Service, giving the Customer at least ninety (90) calendar days' notice.

Effects of termination. Upon termination, the Customer will have thirty (30) calendar days to export its data through the export tool. Thereafter, Fenicia will proceed to delete the Customer's operational data in accordance with the Data Retention and Deletion Policy. Obligations regarding confidentiality, limitation of liability, indemnification, and governing law will survive termination.

12. Governing Law, Venue, and Arbitration

These Terms are exclusively governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Binding arbitration. Any controversy, claim, or dispute arising out of or relating to these Terms or the Service shall be finally resolved by binding arbitrationadministered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The seat of arbitration shall be Wilmington, Delaware. Proceedings shall be conducted in English before a single arbitrator, and the award shall be final and enforceable in any court of competent jurisdiction.

Exceptions. Either party may resort to the competent courts of Delaware to seek urgent injunctive relief, enforce the arbitral award, or protect intellectual property rights.

Class action waiver. The parties waive the right to initiate or participate in class actions with respect to disputes covered by this clause, to the maximum extent permitted by law.

Separate enterprise contracts. The provisions of this clause 12 do not apply to enterprise contracts signed with Operadora Tecnológica de Hobbies (§ 4.2), which are governed by their own governing law and jurisdiction clause.

13. Modifications

Fenicia may modify these Terms at any time. Material changes will be notified to the Billing Contact at least thirty (30) calendar days before they take effect, and published on this page with the update date. Continued use of the Service after the effective date constitutes acceptance of the new Terms. If the Customer does not agree to the changes, its sole remedy is to cancel the subscription pursuant to § 11B prior to the effective date.

14. General Provisions

Entire agreement. These Terms, together with the documents incorporated by reference (DPA, AUP, SLA, Subprocessors, Privacy, Cookies), constitute the entire agreement between the parties and supersede any prior communication or agreement on the same subject matter.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

No waiver. Fenicia's failure to exercise any right shall not constitute a waiver of the right to exercise it in the future.

Assignment. The Customer may not assign these Terms without Fenicia's prior written consent. Fenicia may freely assign them to an affiliate, successor, or acquirer.

Force majeure. Neither party shall be liable for failures caused by events beyond its reasonable control, including natural disasters, war, large-scale cyberattacks, widespread failures of internet or cloud providers, or governmental acts.

15. Contact

For questions about these Terms and Conditions: