Kleis Commerce Terms of Service

These Terms of Service (the "Terms") constitute a legally binding agreement between Kleis Commerce Co., Ltd. ("Kleis Commerce", "we", "us" or "our") and the customer using our services (the "Customer", "you" or "your").

These Terms consist of the General Terms and the Service Annexes. The General Terms apply to all services you use. The Annex corresponding to each service you actually use applies in addition. If you use more than one service, each Annex applies to its corresponding service.

These Terms apply to the subscription services we provide. Where the Customer engages us for system design and development or other project-based services, the parties' rights and obligations are governed by the separately executed Master Agreement and quotation, and these Terms do not apply; provided that where such a project also involves our subscription services, these Terms continue to apply to that subscription component.

Our DataNexus application provides several service modules. The modules you subscribe to are determined by your Order Document.

Current Service Annexes

Annex A: Data Integration Module
Annex B: GEO and SEO Module

Part One: General Terms

Article 1. Scope and Formation of Agreement

1.1 You are deemed to have read, understood and agreed to be bound by these Terms (including the Annex applicable to the service you use) upon any of the following:

(a) installing, accessing or using our application, or subscribing to and authorizing billing through such application;

(b) signing, or confirming in writing (including by email), a quotation or Order Document setting out our services; or

1.2 If you do not agree to these Terms, you must immediately cease using our services and remove the relevant application.

Article 2. Definitions

Services: the applications, data integration, content production, analysis and consulting services provided by us under these Terms and the Annexes.
Order Document: the quotation or Order Confirmation setting out the plan code, service items, deliverable content and quantities, service levels, fees, effective date and service period subscribed to by the Customer. An Order Confirmation may be formed by confirmation exchanged via email. Where the Customer subscribes directly through the application without executing an Order Document, the plan name, fees and service description displayed in the application at the time of subscription shall constitute the Order Document, and the provisions of these Terms concerning the Order Document shall apply to that description mutatis mutandis.
Deliverables: the content drafts, images, analytical reports, configurations, documents and other written or electronic work product produced and delivered to the Customer by us under the Services.
Customer Data: the data, materials and information provided by the Customer to us, or obtained by us through access to the Customer's systems.
Business Day: a working day of the administrative agencies of the government of the Republic of China (Taiwan), excluding weekends and public holidays.
Master Agreement: the E-Commerce Information System Design and Development Service Licence Agreement separately executed between the Customer and us, if any.

Article 3. Scope of Services

3.1 The service items, deliverable quantities, frequency and service levels actually received by the Customer are as set out in the Order Document. The description of each service is set out in the corresponding Annex.

3.2 Items not set out in the Order Document are outside the scope of the Services. Services beyond that scope require separate written agreement and are separately chargeable.

3.3 We may add, adjust or discontinue non-core functions of the Services at any time. Where a material adjustment affects items already subscribed to by the Customer, we will notify the Customer in advance.

3.4 Complimentary items: items provided by us free of charge (including without limitation free periods, bonus reports or value-added services) are not included in confirmation items or acceptance criteria, nor do they constitute a condition of or basis for any payment. Their scope and duration are limited to what is set out in the Order Document and do not constitute an extension of any other obligation of ours. We may cease providing them upon expiry of the complimentary period without further compensation.

Article 4. Customer Cooperation Obligations

4.1 The Customer shall complete the cooperation items for which it is responsible within the period stated in the Order Document or a reasonable period designated by us, including without limitation: providing the data, materials and information required for the Services; providing and maintaining access rights to necessary systems, platforms or accounts; confirming, responding to or reviewing documents or work product submitted by us; signing necessary documents; appointing and maintaining a point of contact; and coordinating cooperation from its internal departments or third-party vendors engaged by it. Any period designated by us shall be not less than five Business Days.

4.2 If the Customer fails to complete a cooperation item within the period set out in Article 4.1, the relevant delivery schedule shall be automatically extended day for day, without the need for further agreement between the parties. Any resulting delay, service interruption or shortfall in outcome is not attributable to us; we shall bear no liability for delay, breach, compensation or damages, nor shall billing be postponed or adjusted.

4.3 The Customer shall ensure that the data it provides is true, accurate and lawful, and that it holds the necessary rights or authorizations in respect of such data and materials. The Customer bears sole responsibility for all liability arising from data that is untrue, erroneous or infringing of third-party rights.

4.4 During the service period, the Customer shall not, without our consent, remove or restrict access rights to systems, platforms or accounts necessary for our performance of the Services. If such access is removed or restricted, we may require the Customer to restore it within a specified period. Any service interruption or delay occurring before restoration is not attributable to us and does not relieve or reduce the Customer's payment obligations.

4.5 If the Customer fails to complete a cooperation item after two written reminders from us, we may terminate the Services by written notice. Upon such termination, the Customer shall pay for the portion we have completed, and fees already paid are non-refundable.

Article 5. Confirmation and Revisions

5.1 Unless otherwise agreed in the Order Document, the Customer shall submit revision comments in a single consolidated written submission within five Business Days of receiving a Deliverable. If no comments are submitted within that period, the Deliverable is deemed confirmed.

5.2 Where the Customer submits comments on the same Deliverable on separate occasions, each submission counts as one revision. The number of revisions is as set out in the Order Document; where not stated, content drafts are limited to one revision per article and other Deliverables to two revisions per document.

5.3 A revision request that goes beyond the original Deliverable's subject, target or agreed scope, or that changes more than half of its content, constitutes a new deliverable item and is separately chargeable. We shall notify the Customer before carrying out such work; if we fail to do so, no charge may be made.

5.4 Revisions exceeding the number or scope set out in Articles 5.1 to 5.3 are separately chargeable.

Article 6. No Performance Guarantee and Excluded Causes

6.1 We provide the Services in accordance with professional standards and reasonable industry practice. We do not guarantee the achievement of any particular outcome, including without limitation search engine rankings, generative AI citation or visibility, traffic, impressions, conversion rates or sales performance. Metric performance falling short of the Customer's expectations does not constitute a breach by us, and the Customer may not on that basis withhold or reduce fees, request a refund or claim damages.

6.2 The following causes and their consequences are not attributable to us:

(a) changes to the algorithms, policies, APIs or service conditions of third-party platforms (including Shopify, Google, generative AI platforms and analytics tools), or their interruption or discontinuation;

(b) redesign, downtime, structural change or other technical change to the Customer's website or systems;

(d) modification of our Deliverables or configurations by the Customer or a third party engaged by it;

(e) any other cause not attributable to us.

6.3 Analytical reports and recommendations provided by us are professional opinions for the Customer's reference and do not constitute any guarantee in respect of the Customer's business, investment or legal decisions.

Article 7. Intellectual Property

7.1 Our products, methods and tools: the intellectual property rights in our applications, software, analytical methods, measurement logic, scoring frameworks, data structures, templates and tools belong to us and do not transfer upon delivery. The Customer obtains only a non-exclusive, non-transferable, revocable limited licence to use them for its own commercial operations during the subscription period.

7.2 The Customer shall not reverse engineer, decompile or otherwise obtain the source code or method logic of our products, nor sublicense or resell them to any third party.

7.3 Ownership of Customer Data: the rights in Customer Data and its organized work product belong to the Customer. The Customer authorizes us to process it for the purpose of, and to the extent necessary for, providing and improving the Services. We shall not use such data for other customers or third parties.

7.4 Residual knowledge: this Article does not restrict our use of general techniques and knowledge known to us before the Services, developed independently of the Services, or already in the public domain.

7.5 Reference disclosure: we may name the Customer as a customer and use its brand name, trademarks and non-confidential work product on our official website, portfolio, proposals, social media and marketing materials as a demonstration of our service record. Before first public disclosure of particular content, we may submit it to the Customer for review; if the Customer does not respond within ten Business Days, it is deemed to have consented. The Customer may subsequently, with good cause, request that we cease using or remove particular content. Such disclosure shall not include the Customer's trade secrets.

7.6 Where an Annex provides otherwise in respect of the ownership of particular Deliverables, that Annex prevails.

Article 8. Use Restrictions

The Customer shall not: use the Services for unlawful or unauthorized activity or activity infringing the rights of others; scrape, collect or export third-party data without authorization; or intentionally burden our infrastructure with data volumes or request volumes beyond the scope of normal operations.

Article 9. Confidentiality

9.1 Each party shall keep confidential the other party's trade secrets, customer data, plan contents and pricing information obtained through the Services, and shall not disclose them to any third party or use them other than for the Services without the other party's written consent.

9.2 No confidentiality obligation applies to information that: has become public other than through the receiving party's breach; was developed independently by the receiving party without use of the disclosing party's confidential information; or was lawfully obtained from a third party entitled to disclose it.

9.3 Where disclosure is required by a competent authority or court under applicable law, the receiving party may disclose to the extent necessary and shall immediately notify the disclosing party.

9.4 We may use our employees and cooperating vendors as necessary to assist in performing the Services, provided that we procure that they are bound by confidentiality obligations no less onerous than those in this Article, and we remain jointly and severally liable for their acts.

9.5 This Article survives termination of these Terms for three years.

Article 10. Privacy and Personal Data

10.1 Each party shall comply with the Personal Data Protection Act, the GDPR, the CCPA and other applicable privacy laws.

10.2 In respect of personal data provided by the Customer or accessed by us through the Customer's systems, the Customer is the data controller and we are the data processor, processing such data only within the scope necessary to provide the Services and in accordance with the Customer's instructions. The Customer is responsible for ensuring that it holds the authority and consents necessary to lawfully process the personal data it provides.

10.3 Our data collection, use and retention practices are set out in our Privacy Policy, which forms part of these Terms. Where an Annex provides otherwise in respect of data processing for a particular service, that Annex prevails.

Article 11. Fees, Billing and Payment

11.1 Fees are as set out in the Order Document and are exclusive of tax unless otherwise stated.

11.2 Platform billing: where the Customer subscribes through our Shopify application, fees are charged and remitted through Shopify's billing mechanism and subject to Shopify's billing policies. Service interruption caused by failed charges, delayed remittance, holds or clawbacks by that platform is not attributable to us; we may suspend the Services until payment is settled.

11.3 Direct billing: where the Customer pays directly under a quotation or Order Confirmation, payment shall be made within the period stated therein. If payment is overdue by thirty days, we may suspend the Services by written notice until payment is settled; any resulting schedule extension does not constitute a breach by us.

11.4 Free trial: where a free trial is offered, its conditions are stated at the time of subscription. If not cancelled before the trial expires, the subscription automatically converts to the corresponding paid plan.

11.5 Where a billing period is less than one calendar month, fees are calculated pro rata based on the actual days of service in that month divided by the total days in that month.

11.6 Refunds: refund requests must be submitted within fourteen days of the billing date. Whether a refund is granted is determined by us; refunds for platform-billed subscriptions are processed through that platform's mechanism. Except as required by law or as otherwise agreed in the Order Document, fees paid are non-refundable.

11.7 Bank transfer fees and other remittance-related charges are borne by the Customer.

Article 12. Warranty Disclaimer and Limitation of Liability

12.1 The Services are provided on an "as is" and "as available" basis. We make no express or implied warranty as to uninterrupted operation, freedom from error or fitness for a particular purpose.

12.2 The Services depend on third-party platforms. We are not liable for any change, interruption, API limitation, data anomaly or data loss on the part of such platforms.

12.3 Limitation of liability: to the maximum extent permitted by law, our aggregate liability arising out of the Services (including damages, liquidated damages and compensation, whether based in contract, tort or any other cause of action) shall not exceed the total fees actually paid by the Customer to us in the twelve months preceding the event giving rise to the claim.

12.4 Neither party is liable for indirect damages, consequential damages, loss of profits, business interruption, cost of data reconstruction or punitive damages.

12.5 Infringement: remediation and damages: where a Deliverable of ours infringes the rights of a third party and the Customer becomes subject to a third-party claim, administrative investigation or penalty, we shall defend, remove, replace or correct the Deliverable. These remediation obligations are not subject to the limitation in Article 12.3; however, our monetary liability in respect of such infringement remains subject to the limitation in Article 12.3.

12.6 The limitations in this Article do not apply to damages caused by a party's wilful misconduct or gross negligence.

Article 13. Customer Indemnity

Where we suffer loss or become subject to a third-party claim as a result of the Customer's breach of these Terms, misuse of the Services, or data provided by the Customer infringing third-party rights or violating law, the Customer shall handle the matter and indemnify us for the resulting loss, including reasonable attorneys' fees.

Article 14. Term, Plan Changes and Termination

14.1 The Services are provided from the effective date stated in the Order Document, for the period stated therein; where no period is stated, the subscription renews automatically on a monthly basis.

14.2 Plan changes: adjustments to deliverable quantities, service items or fees shall be made by way of a new Order Document and take effect from the service month following the parties' confirmation.

14.3 Termination by the Customer: the Customer may terminate the Services at any time; termination takes effect in the month following expiry of the current service month. Fees already paid for the current period are non-refundable, and we shall continue to perform until the end of the current period. For application-based subscriptions, termination is effected by cancelling the subscription or removing the application.

14.4 Termination by us: where the Customer breaches these Terms, is overdue in payment, fails to complete cooperation items after two written reminders, or where its continued use poses a security risk to our infrastructure, we may suspend or terminate the Services by written notice without liability for damages.

14.5 Effect of termination: upon termination, the licences granted by us terminate immediately and we will remove our access to the Customer's systems; we will delete Customer Data in accordance with the applicable Annex. The Customer's rights in Deliverables for which it has paid in full before termination are unaffected. Articles 7, 9, 12, 13 and 16 survive termination.

Article 15. Force Majeure

Neither party is in breach where delay or failure to perform results from causes beyond its reasonable control, including acts of God, epidemic, war, terrorism, government action, power or network interruption, cyberattack or third-party service interruption. The affected party shall promptly notify the other party and take reasonable steps to mitigate the impact.

Article 16. Governing Law and Dispute Resolution

16.1 These Terms are governed by the laws of the Republic of China (Taiwan), without regard to its conflict of law rules.

16.2 Before commencing formal legal proceedings, the parties agree first to attempt to resolve any dispute through good-faith negotiation for a period of at least thirty days.

16.3 If negotiation fails, the parties agree to the Taiwan Taipei District Court as the court of first instance.

Article 17. Order of Precedence

17.1 Where the Customer has separately executed a Master Agreement with us, the Master Agreement prevails in the event of any inconsistency with these Terms.

17.2 The Order Document prevails over these Terms in respect of the matters it expressly addresses (including service items, deliverable quantities, revision counts and periods, service levels, fees and term).

17.3 Where an Annex is inconsistent with the General Terms, the Annex prevails in respect of the service to which it corresponds.

17.4 All other matters are governed by the General Terms.

Article 18. Modification of Terms

We may modify these Terms and the Annexes at any time and will notify the Customer by email, through the application interface or by posting on our website. Modified Terms take effect on the date stated in the notice or posting. Continued use of the Services after the effective date constitutes acceptance of the modified Terms. A Customer that does not accept the modification may terminate the Services under Article 14.3.

Article 19. Contact

Kleis Commerce Co., Ltd.

5F, No. 300, Section 4, Zhongxiao East Road, Da'an District, Taipei City, Taiwan

Email: service.app@kleiscommerce.com

Annex A: Data Integration Module

This Annex applies to Customers subscribing to the data integration module of the DataNexus application.

A1. Description of Service

This module facilitates data synchronization between the Customer's Shopify store and its connected Google Drive account. Core functions include:

ERP data synchronization: exporting and syncing ERP-related data from the Shopify store (such as orders, inventory, products and customer records) to structured spreadsheet files stored in Google Drive.
Automated scheduling: configuring periodic or event-driven synchronization schedules.
File management: creating, updating and organizing synchronized files within designated folders in the Customer's Google Drive.

To provide these functions, this module requires authorization to access, read, write and manage specific files or folders in the Customer's Google Drive, solely for the purpose of executing the data transfers the Customer initiates or configures.

A2. Google API Services Usage and Limited Use Policy

This section applies only to this module's access to Google Drive data. Our other service modules do not access Google Drive data.

A2.1 Compliance statement: this module's use and transfer to any other app of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.

A2.2 Limited Use requirements:

(a) Purpose limitation: this module will only use access to Google Drive data to provide or improve the core, user-facing features described in A1, and not for any purpose unrelated to the synchronization services requested.
(b) No advertising: this module will not use Google Drive data to serve advertisements, including retargeting, personalized or interest-based advertising.
(c) No unauthorized transfer: this module will not transfer Google Drive data to third parties except where: (i) necessary to provide or improve core features and with user consent; (ii) necessary for security purposes; (iii) required to comply with applicable law; or (iv) as part of a merger, acquisition or asset sale with prior user notice.
(d) Restricted human access: this module will not allow humans to read Google Drive data except where: (i) the user has given affirmative, explicit consent; (ii) necessary for security purposes; (iii) required to comply with applicable law; or (iv) the data is aggregated and anonymized, contains no personally identifiable information, and is used solely for internal operations.

A3. Data Retention and Deletion

During the subscription: we retain synchronized data and configuration settings as necessary to provide this module's services.
After removal of the application: after the Customer removes the DataNexus application from its Shopify store, we will delete all Customer Data stored on our servers within thirty calendar days, unless retention is required by applicable law.
Data export: the Customer may request an export of its data at any time during the subscription, or within fifteen calendar days following termination, by contacting us.
Google Drive files: removing the application does not automatically delete files previously created in the Customer's Google Drive. The Customer retains full control over those files.

Annex B: GEO and SEO Module

This Annex applies to Customers subscribing to the GEO (Generative Engine Optimization) and SEO (Search Engine Optimization) module of the DataNexus application. Subscription to and billing for this module are effected through the DataNexus application using Shopify's billing mechanism.

B1. Service Items

The items, deliverable quantities and frequency actually received by the Customer are as set out in the Order Document:

(1) SEO consulting and strategy

Regular consulting and strategy meetings: reviewing GA4 and Google Search Console data, analyzing site entry points and traffic quality; proposing strategy adjustments based on the period's performance, and answering technical questions from the Customer's internal execution team.
Keyword strategy reports and action recommendations: providing high-potential keyword lists and competitor comparison reports; planning topic clusters to strengthen site authority.
On-page optimization guidance: assisting with the setting of H1, H2/H3 and paragraph logic for individual pages; optimizing meta descriptions; planning internal linking structure.
Competitor analysis reports: analyzing competitors' ranking structures and identifying unmet search gaps.

(2) GEO optimization and content planning recommendations

Explaining the latest trends in generative AI search engines at regular meetings.
Tracking the brand's visibility and citation status in generative search results, and proposing content planning recommendations.

(3) Blog content production

Producing blog articles (covering comparison, informational and use-case content) and cover images, in the quantity set out in the Order Document.
Revisions to each article are handled in accordance with Article 5 of the General Terms.

B2. Publication

Unless otherwise agreed in the Order Document, publication, posting and scheduling of Deliverables on the Customer's website or other channels is carried out by the Customer.

B3. Originality and Factual Statements

We warrant that the content we deliver is original and does not infringe the copyright, trademark or other rights of any third party.
Factual statements in delivered content are based on the data provided by the Customer (including without limitation product specifications, part numbers, fitment, certification numbers, production capacity, warranty terms, pricing and performance data). Factual statements not derived from data provided by the Customer will be conspicuously marked in the draft and may be finalized only after the Customer's confirmation.
Following the Customer's confirmation, modification or publication of a Deliverable, the Customer bears responsibility for advertising, labelling and fair trade law compliance arising from the public dissemination of that content; provided that defects in originality attributable to us are handled under Article 12.5 of the General Terms.
We may use generative artificial intelligence tools in the content production process and shall ensure that Deliverables comply with the warranties in this Article.

B4. Copyright in Content Deliverables

Upon the Customer's payment in full of the fees for the relevant period, the economic rights in the content Deliverables delivered during that period are assigned to the Customer. If the economic rights in such content Deliverables do not exist or are defective by reason of their production using generative artificial intelligence, this does not affect the warranties we owe under B3; in that event, we grant the Customer, in the alternative, a perpetual, worldwide, irrevocable, royalty-free, non-exclusive right to use, reproduce, adapt and publicly transmit such content.

B5. Buyer Language Data

The buyer language data generated or obtained during the Services (including interview records, enquiry correspondence, customer service conversations and search query data), together with its organized work product and classification structure, belong to the Customer. The Customer authorizes us to use it for the purpose of, and to the extent necessary for, providing the Services.

B6. Platform Coverage

The platform coverage of content depends on the openness, technical conditions and policies of each search engine and generative AI platform at the relevant time, and does not constitute a guarantee in respect of any particular platform.

Version 1.1.0　Last updated 2026-09-15