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These Terms and Conditions ("Terms") form a binding agreement between Costless Inc., a Delaware corporation with registered office at 1207 Delaware Avenue, 2979, Wilmington, DE 19806, USA ("Costless", "we", "us") and the legal entity (or sole trader acting in a business capacity) identified in the Business Account registration form ("Customer", "you"). These Terms govern access to and use of the Costless for Business platform at https://costless.business, the Costless API endpoints, the dashboards, and any mobile or desktop application made available to Business Account holders (collectively, the "Service"). They do not apply to the consumer-facing service at costless.online, which has its own Terms of Service. BY CREATING A BUSINESS ACCOUNT, BY ACCEPTING THESE TERMS DURING THE SIGN-UP FLOW, OR BY USING THE SERVICE OR THE API, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS, AND THAT THE INDIVIDUAL ACCEPTING THEM HAS AUTHORITY TO BIND THE CUSTOMER. IF YOU DO NOT AGREE, DO NOT REGISTER FOR OR USE THE SERVICE. 1. Definitions "Authorised User" means an individual employee, contractor or agent of the Customer authorised by the Customer to access the Service under the Customer's Business Account. "Business Account" means the Customer's account through which it accesses the Service. "Customer Data" means data that the Customer or its Authorised Users or End Customers upload to, generate through, or transmit through the Service, including receipt images, extracted receipt data, loyalty records, price-label photographs, product price feeds, and campaign metadata. "Documentation" means the user guides, API references and other written or online materials made available by Costless that describe the operation and features of the Service. "End Customer" means a natural person who is a customer of the Customer (for example a participant in the Customer's Loyalty 51 program or a shopper whose receipt the Customer processes through the Receipt Verification API). "Fees" means the subscription fees, usage fees and other amounts payable by the Customer for the Service, as set out in the Customer's chosen subscription tier or in a separately signed Order Form. "Order Form" means a document signed by both parties that records a custom subscription, custom pricing, or volume commitment. "Service" has the meaning given above and includes all sub-products made available to the Customer's tier, such as Loyalty 51, the Receipt Verification API, the Price Monitoring / Insights product, the Manufacturer Analytics product and the Price-Label Campaign tool. "Subscription Term" means the period for which the Customer has subscribed to the Service, beginning on the activation date and ending on the renewal or termination date. 2. The Service Costless will use commercially reasonable efforts to make the Service available to the Customer in accordance with these Terms, the Documentation, and the features of the Customer's chosen subscription tier. The Service is provided as software-as-a-service: the Customer accesses functionality hosted by Costless and does not receive a copy of the underlying software. Costless may from time to time update, modify or improve the Service. Costless will not materially reduce core functionality of a feature the Customer has purchased without giving 30 days' prior notice; if a material reduction adversely affects the Customer, the Customer may terminate the affected subscription on a pro-rata refund basis. 3. Business Account; Authorised Users 3.1. The Customer is responsible for the activities of all Authorised Users, for keeping their credentials confidential, and for promptly notifying Costless of any suspected compromise. 3.2. The Customer must provide accurate and complete registration information, including a valid business email, a legal company name, a registered address, and a tax identifier (VAT, EIN, EDRPOU or local equivalent), and keep that information current. 3.3. Authorised Users must be at least 18 years old and act in the course of a business, profession, trade or craft. 3.4. Costless may suspend or terminate access without prior notice if the Customer (or an Authorised User) materially breaches these Terms, fails to pay Fees when due, engages in fraud, exceeds rate limits in a manner that threatens the stability of the Service for other customers, or where required by law. 4. Licence Grant 4.1. Service licence. Subject to payment of the Fees and compliance with these Terms, Costless grants the Customer during the Subscription Term a non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for the Customer's own internal business purposes and for the benefit of the Customer's End Customers. 4.2. API licence. Where the Customer uses the Costless API, the licence above includes the right to integrate the API into the Customer's own products and to call it within the rate-limits of the Customer's tier. The Customer must not resell raw API responses, expose API keys to the public, scrape the Service, or replicate the Service for the benefit of any third party other than its End Customers. 4.3. Restrictions. The Customer must not, and must not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service; (b) modify, translate or create derivative works of the Service; (c) remove or alter any proprietary notices; (d) use the Service to build a competing product or to benchmark for a competing product without Costless's prior written consent; (e) use the Service in violation of applicable law, including data-protection law, anti-spam law and export-control law; (f) circumvent rate limits, security controls, or licence keys; (g) introduce malicious code, viruses or worms. 5. Customer Data; Data Protection 5.1. Ownership. As between the parties, the Customer retains all right, title and interest in and to the Customer Data. Costless does not acquire any ownership of Customer Data. 5.2. Licence to Costless. The Customer grants Costless a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display and process Customer Data solely as necessary to provide the Service, to bill for it, to secure it, to back it up, and to fulfil Costless's obligations under these Terms. Costless may produce aggregated statistics, benchmarks and operational metrics from Customer Data on condition that such outputs are fully anonymised and cannot reasonably be used to identify the Customer or any End Customer. 5.3. Customer's responsibilities. The Customer represents and warrants that (a) it has the right to provide Customer Data to Costless and to instruct Costless to process it; (b) Customer Data and the Customer's use of it complies with applicable law, including data-protection law; (c) it has provided End Customers with all notices and obtained all consents required by law; (d) the Customer Data does not infringe any third-party intellectual-property right. 5.4. Data protection. The processing of Personal Data in connection with the Service is governed by the Privacy Policy and, where Costless processes Personal Data on the Customer's behalf, by the data-processing terms incorporated by reference into these Terms. A separate Data Processing Agreement is available on request to Customers required to enter into one under the GDPR or analogous law. 5.5. Sub-processors. The Customer authorises Costless to engage Sub-processors as listed in the Privacy Policy. Costless will impose data-protection obligations on its Sub-processors substantially equivalent to those it owes to the Customer. 5.6. Security. Costless will maintain technical and organisational measures appropriate to the risks of the processing as described in the Privacy Policy. Costless will notify the Customer without undue delay after becoming aware of a personal-data breach affecting Customer Data. 5.7. Data export and deletion at termination. For 30 days after termination of the Subscription Term, the Customer may export Customer Data in the formats supported by its tier. After that 30-day period Costless may delete Customer Data in the ordinary course of business. The retention periods for individual data categories are set out in the Privacy Policy. 6. Acceptable Use The Customer must not use the Service to: - send spam, unsolicited communications or content prohibited under applicable consumer-protection or anti-spam law; - process Personal Data of children under the age of 16 except to the limited extent permitted by law and with the necessary parental consent; - transmit content that is unlawful, defamatory, obscene, or that infringes intellectual-property or publicity rights; - engage in scraping or automated collection of data from third-party websites in violation of those websites' terms or applicable law; - reverse-engineer the receipt-recognition or price-label-recognition pipelines, including by submitting deliberately adversarial inputs designed to identify model boundaries; - exceed the rate-limits of the Customer's tier without prior written agreement. Costless may, at its discretion, suspend any feature or campaign that breaches this Section while it investigates, with notice to the Customer. 7. Fees and Payment 7.1. Fees. The Customer will pay the Fees at the rates set out in the chosen subscription tier (visible in the Customer's Business Account at the time of purchase) or in any signed Order Form. Subscription Fees are billed in advance for the Subscription Term; usage-based Fees are billed in arrears at the end of each billing cycle. 7.2. Payment processor. Online payments are processed by Stripe. Bank-transfer or invoice payment is available for annual subscriptions on request. 7.3. Taxes. Fees are exclusive of all taxes, duties and similar charges, which are the Customer's responsibility unless Costless is required by law to collect them. 7.4. Late payment. Costless may charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower) and may suspend access until payment is received. 7.5. Refunds. Subscription Fees are non-refundable except (a) where the Customer terminates for Costless's uncured material breach (Section 9.3), (b) where Costless materially reduces a feature and the Customer terminates under Section 2, or (c) as required by mandatory consumer-protection law. 7.6. Price changes. Costless may revise its standard subscription pricing on at least 30 days' written notice; revised prices apply from the next renewal date. Pricing for Order Form customers is fixed for the duration of the Order Form. 8. Term, Renewal and Cancellation 8.1. Term. These Terms commence on the date the Customer first accepts them and continue until the Subscription Term ends and is not renewed, or until terminated as provided below. 8.2. Auto-renewal. Unless the Customer cancels at least 14 days before the end of the current Subscription Term using the cancellation function in the dashboard or by written notice to mail@costless.online, the subscription will renew automatically for an equivalent period at the then-current standard rate. 8.3. Termination for cause. Either party may terminate these Terms with immediate effect on written notice if the other party (a) materially breaches these Terms and fails to cure that breach within 30 days of written notice, (b) becomes insolvent, files for bankruptcy, or ceases to do business. 8.4. Effect of termination. On termination: (a) the Customer's right to access the Service ends immediately; (b) the Customer must pay all Fees accrued up to the termination date; (c) the export and deletion obligations in Section 5.7 apply; (d) Sections 4.3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16 survive. 9. Service Availability; Disclaimers 9.1. Availability target. Costless will use commercially reasonable efforts to provide the Service with at least 99% monthly availability, excluding scheduled maintenance announced at least 48 hours in advance, force-majeure events, third-party outages and incidents arising from the Customer's act or omission. This is an availability target, not a service-level guarantee, unless a separate Service Level Agreement has been signed by both parties. 9.2. "As is". EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND COSTLESS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. 9.3. Receipt verification confidence scores. Confidence scores produced by the Receipt Verification API and the price-label OCR are machine-learning estimates intended to assist the Customer's human review. They are not, and must not be treated as, absolute determinations of authenticity, accuracy or fraud. Final business decisions are the Customer's responsibility. Costless is not liable for undetected fraudulent submissions or for false positives. 9.4. Price data. Price data displayed in the dashboard or returned by the API is collected through automated systems and may contain inaccuracies due to timing, regional variation, source-website changes or recognition errors. The Customer must verify pricing data before relying on it for material business decisions. 9.5. Third-party services. The Service may integrate with or rely on third-party services (for example payment processing, email delivery, machine-learning APIs, retailer websites). Costless is not responsible for the availability, accuracy or content of those third-party services. 10. Intellectual Property 10.1. Costless IP. Costless and its licensors retain all right, title and interest in and to the Service, the Documentation, the Costless trademarks, the source code, the trained machine-learning models, the data-extraction pipelines, the integrations with third-party services and any improvements to any of the foregoing, including improvements suggested by the Customer. 10.2. Feedback. If the Customer or its Authorised Users provide feedback or suggestions about the Service ("Feedback"), Costless may use that Feedback for any purpose, including incorporation into the Service, without obligation to the Customer. 10.3. Customer marks. Costless may, with the Customer's prior written consent (which may be given by email), use the Customer's name and logo to identify the Customer as a Costless customer on the Costless website, in pitch decks and in case studies. The Customer may withdraw such consent at any time; existing references will be removed within a reasonable period. 11. Confidentiality Each party (the "Receiving Party") will keep confidential all information disclosed by the other party (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential, including the terms of any Order Form, the Costless source code, the Customer Data, business plans, pricing and roadmaps. The Receiving Party will use Confidential Information only for the purpose of performing under these Terms and will not disclose it to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective. Confidentiality obligations survive for three years after termination, except that obligations in respect of Customer Data and trade secrets continue for as long as the information remains confidential. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) the Receiving Party already knew without restriction, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the Disclosing Party's information. 12. Indemnification 12.1. By Costless. Costless will defend the Customer against any third-party claim that the Service, as provided by Costless and used in accordance with these Terms, infringes an intellectual-property right enforceable in the United States or in the Customer's country of establishment, and will pay the damages and costs finally awarded by a court or agreed in settlement, provided that the Customer (a) notifies Costless promptly in writing, (b) gives Costless sole control of the defence and settlement (save that no settlement requiring an admission or payment by the Customer may be made without the Customer's consent), and (c) reasonably co-operates. If the Service is held to infringe, Costless may at its option (i) procure the right for the Customer to continue using it, (ii) modify it to be non-infringing, or (iii) terminate the affected subscription and refund pre-paid Fees for the unused remainder of the Subscription Term. 12.2. By Customer. The Customer will defend Costless against any third-party claim arising from (a) Customer Data, (b) the Customer's use of the Service in breach of these Terms or applicable law, (c) the Customer's failure to obtain consents or to provide notices required by data-protection law to End Customers, and will pay the damages and costs finally awarded or agreed in settlement, subject to the same procedural conditions as in 12.1. 12.3. The remedies in this Section are the parties' sole and exclusive remedies for third-party claims of the types described. 13. Limitation of Liability 13.1. Cap. EXCEPT FOR LIABILITY ARISING UNDER SECTION 12 (INDEMNIFICATION), FOR BREACH OF SECTION 11 (CONFIDENTIALITY), FOR BREACH OF SECTION 4.3 (LICENCE RESTRICTIONS), FOR FAILURE TO PAY FEES, FOR FRAUD, OR FOR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO COSTLESS UNDER THESE TERMS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 13.2. Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL OR LOSS OR CORRUPTION OF DATA (EXCEPT WHERE COSTLESS HAS LOST CUSTOMER DATA THROUGH ITS GROSS NEGLIGENCE), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Force Majeure Neither party will be liable for any failure or delay in performance (other than the obligation to pay Fees) caused by an event beyond its reasonable control, including acts of war, hostilities, terrorism, riot, civil disturbance, government action, pandemic, internet or telecommunications failure not within the affected party's network, denial-of-service attacks, or natural catastrophe. 15. Governing Law and Disputes 15.1. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. 15.2. Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information. 15.3. Mandatory consumer-protection law applicable to a Customer that is established as a sole trader in the European Economic Area or the United Kingdom is not affected by this Section. Such Customers may bring proceedings in the courts of their place of establishment. 16. General 16.1. Entire agreement. These Terms (together with the Privacy Policy and any signed Order Form) form the entire agreement between the parties on their subject matter and supersede all prior or contemporaneous oral or written agreements. 16.2. Amendments. Costless may amend these Terms by giving Business Account administrators at least 30 days' notice by email and by posting a banner in the dashboard. If the Customer does not accept a material amendment, it may terminate the affected subscription on a pro-rata refund basis before the amendment takes effect. Continued use of the Service after the effective date constitutes acceptance. 16.3. Assignment. The Customer may not assign these Terms without Costless's prior written consent, except to an affiliate or to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets, provided that the assignee is not a competitor of Costless. Costless may assign these Terms without consent in similar circumstances. 16.4. Notices. Notices to Costless must be sent to mail@costless.online with a copy to the postal address in Section 1. Notices to the Customer will be sent to the email address registered for the Business Account. 16.5. Severability; waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force; the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A waiver of any breach must be in writing and is not a waiver of any other or subsequent breach. 16.6. No agency. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture or employment relationship. 16.7. Language. The English version of these Terms is the authoritative version. Translations are provided for convenience only. 16.8. Export and sanctions. The Customer represents that it is not (and is not owned or controlled by, and is not acting on behalf of) any individual or entity that is the subject of US, EU or UK economic sanctions, and that it will not use the Service in or for the benefit of any sanctioned country, individual or entity. Last updated: 29 April 2026.