Splister: Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and NWR Products regarding your access to and use of Splister, our web application, and any related services (together, the "Services").

Please read them carefully. By creating an account, purchasing credits, or otherwise using the Services, you confirm that you accept these Terms.

1. Who we are

1.1. The Services are operated by NWR Products, Voordijk 500, 2993 BE Barendrecht, the Netherlands ("NWR Products", "Splister", "we", "us", "our").

1.2. You can reach us at support@splister.com for any question relating to these Terms or the Services.

1.3. The Splister name, logo, interface designs, and related marks are our property. All rights not expressly granted to you are reserved.

1.4. These Terms were last updated on the effective date shown above and replace all earlier versions.

2. The agreement between us

2.1. We license the Services to you; we do not sell them. Ownership of the Services and all underlying software remains with us at all times.

2.2. Subject to your compliance with these Terms, we grant you a revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your own internal business purposes.

2.3. We may amend these Terms from time to time. Where an amendment is material, we will notify you by email or through the Services at least fourteen (14) days before it takes effect. If you do not accept the amended Terms, you must stop using the Services; continued use after the effective date constitutes acceptance.

2.4. We may change, improve, suspend, or discontinue any part of the Services. Where we discontinue a feature you materially rely on, we will give you reasonable prior notice.

2.5. We may suspend or terminate your access where you materially breach these Terms, where we are required to do so by law, or where your use poses a security or legal risk to us or to other users. Except where immediate action is necessary, we will notify you first and give you an opportunity to remedy the issue.

3. Eligibility and your account

3.1. To use the Services you must be at least 18 years old and legally capable of entering into a binding contract. The Services are intended for business use, not for consumers.

3.2. You must provide accurate registration information and keep it up to date.

3.3. You are responsible for maintaining the confidentiality of your login credentials and for all activity that takes place under your account. Any action performed through your account is deemed to be performed by you. Notify us promptly at support@splister.com if you suspect unauthorised access.

3.4. You are responsible for ensuring that anyone you allow to use your account complies with these Terms.

4. What the Services do

4.1. Splister generates product listings and related assets for e-commerce stores. Depending on the features you use, this may include product titles and descriptions, specifications, SEO metadata, structured product attributes, AI-generated product imagery, compliance checks, and publication of that output to a connected store.

4.2. To produce this output, the Services retrieve publicly accessible product information from URLs that you supply, and process that information together with the settings you configure.

4.3. You are responsible for the sources you submit. You confirm that you have the right to use any URL, image, or product data you provide to the Services, and that doing so does not infringe the rights of any third party or breach any agreement or website terms binding on you. You will indemnify us in respect of any claim arising from source material you submit.

5. Store connections

5.1. The Services allow you to connect a third-party store platform, such as Shopify, using that platform's authorisation flow. You authorise us to access and modify product data in the connected store to the extent needed to deliver the features you use.

5.2. Your use of any third-party platform remains governed by your own agreement with that platform. We are not responsible for the availability, functionality, or policies of any third-party platform, and changes made by that platform may affect the Services.

5.3. You may disconnect a store at any time through your account. Disconnecting does not remove content already published to that store.

5.4. Content published to your store is published under your name and on your responsibility. You remain the merchant of record and remain solely responsible for compliance with the rules of your store platform, your advertising channels, and applicable consumer and product law.

6. Credits, payment, and refunds

6.1. The Services operate on a credit basis. Credits are purchased in advance in packs and are consumed when you use features that generate output. The credit cost of each action is displayed in the Services before you confirm it.

6.2. Credits do not expire. Purchased credits remain available in your account for as long as your account remains open.

6.3. Credits have no cash value, cannot be exchanged for money, and cannot be transferred or sold to another person or account.

6.4. Payments are processed by our payment provider, Stripe. We do not receive or store your full card details. You are subject to the applicable terms of that provider.

6.5. Prices are exclusive of VAT and other applicable taxes unless stated otherwise. You are responsible for any taxes arising from your purchase, other than taxes on our income. Where you provide a valid VAT identification number, the reverse charge mechanism may apply.

6.6. We may change our prices. Price changes do not affect credits you have already purchased.

6.7. All purchases are final. Credits are added to your account immediately on purchase and can be used straight away. The Services are supplied for business use. Purchases are therefore final: we do not refund credits, whether used or unused.

Two exceptions apply, and only these two:

a) Failed generation. Where output fails due to a technical fault on our side, the credits for that output are returned to your balance automatically. This corrects our error; it is not a refund of your purchase. Where an automatic return does not occur, contact us and we will correct it.

b) We end the Services. Clause 11.4 and clause 16.4 provide for the value of unused credits to be refunded where we discontinue the Services or terminate your account other than for your breach. Those clauses prevail over this one in the situations they describe.

6.8. Chargebacks. Please contact us before raising a chargeback or payment dispute so we can resolve the issue directly. Where a chargeback is raised without a legitimate basis, we may suspend the account, submit evidence disputing the claim, and recover the resulting costs.

7. Acceptable use

7.1. You may use the Services only for lawful purposes and in accordance with these Terms.

7.2. You must not:

a) use the Services in breach of any applicable law or regulation;

b) submit source material you have no right to use, or use the Services to reproduce or imitate protected trade marks, designs, or copyrighted works of third parties;

c) generate listings for counterfeit goods, prohibited products, or products you are not lawfully entitled to sell;

d) generate content that is unlawful, deceptive, defamatory, or that misrepresents a product's characteristics, origin, price, or availability;

e) attempt to circumvent credit consumption, rate limits, or any other technical restriction;

f) copy, reverse engineer, decompile, resell, sublicense, or create derivative works from the Services, or use the Services to build a competing product;

g) upload malicious code, or attempt to gain unauthorised access to the Services, our infrastructure, or another user's account;

h) use automated means to access the Services other than through interfaces we provide;

i) place unreasonable load on the Services or otherwise interfere with their operation.

7.3. We may investigate suspected breaches of this section and take proportionate action, including suspension or termination.

8. Your content and your rights

8.1. "Customer Content" means the source material you submit, the settings and instructions you configure, and the output generated for you through the Services.

8.2. As between you and us, you own your Customer Content, including the listings and images generated for your account, to the extent such rights can be held under applicable law. We claim no ownership over them.

8.3. You grant us a limited, worldwide, royalty-free licence to host, store, process, reproduce, and transmit Customer Content strictly to the extent needed to operate and deliver the Services to you, to provide support, and to comply with our legal obligations. This licence ends when the relevant content is deleted, except where retention is required by law.

8.4. We do not use your Customer Content to train AI models, and we do not use it for marketing or publish it publicly, without your separate prior consent. We may analyse aggregated and anonymised usage statistics that cannot identify you or your content, in order to improve the Services.

8.5. You are responsible for retaining your own copies of content that matters to you. While we take reasonable measures to protect data, we are not a backup service.

9. AI-generated output (important)

9.1. The Services use artificial intelligence to generate text and images. AI output is generated automatically and is not reviewed by a human before it reaches you.

9.2. AI output may be inaccurate, incomplete, outdated, or unsuitable for your purpose. It may contain errors of fact, description, measurement, or translation.

9.3. You must review, verify, and where necessary correct all output before publishing or otherwise using it. You are solely responsible for the content you publish, including its accuracy, its compliance with advertising and consumer protection law, and its compliance with the policies of your store platform and advertising channels.

9.4. Because AI models can produce similar output for similar inputs, we cannot guarantee that output generated for you is unique, nor that it does not resemble content generated for another user or content existing elsewhere.

9.5. We make no warranty that AI-generated imagery is free of third-party rights. You are responsible for confirming that generated imagery is suitable for your intended use.

9.6. AI output does not constitute legal, tax, medical, or other professional advice and must not be relied on as such.

10. Compliance checking features (important)

10.1. The Services may include features that check generated listings against policy rules, including rules relating to merchant platform requirements, and features that assess images for possible third-party rights issues.

10.2. These features are assistive tools, not guarantees. They are automated, are not exhaustive, and will produce both false positives and false negatives.

10.3. A passing result does not mean that a listing complies with the requirements of any platform, advertising network, regulator, or law. A failing result does not necessarily mean that a listing is unlawful.

10.4. These features do not replace your own legal review and due diligence. Subject to clause 14.1, we accept no liability for account suspensions, disapprovals, penalties, claims, or losses arising from your reliance on these features, or from any issue they fail to detect. Responsibility for compliance of your listings remains entirely with you.

11. Availability and support

11.1. We aim to keep the Services available, but we do not guarantee uninterrupted or error-free operation. Availability may be affected by maintenance, third-party providers, or events beyond our control.

11.2. Where we plan maintenance expected to cause downtime of more than four hours, we will endeavour to notify you in advance.

11.3. We provide support by email at support@splister.com on business days, subject to fair use. We aim to respond within two business days. We are not obliged to provide support in respect of third-party products, modifications made outside the Services, or use contrary to our documentation.

11.4. Discontinuation. If we decide to discontinue the Services entirely, we will give you at least three (3) months' notice, allow you to export your content during that period, and refund the value of any unused credits in your account. This is one of the two exceptions to clause 6.7.

12. Our intellectual property

12.1. All intellectual property rights in the Services, including the software, interfaces, templates, prompts, documentation, and branding, belong to us or our licensors.

12.2. Nothing in these Terms transfers any of those rights to you. You have no right to receive the Services in source code form.

12.3. Feedback you voluntarily provide about the Services may be used by us without restriction or compensation.

13. Warranties and disclaimers

13.1. We warrant that we will provide the Services with reasonable skill and care.

13.2. Beyond that, and to the fullest extent permitted by law, the Services and all output are provided "as is" and "as available", and we exclude all other warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

13.3. We do not warrant that the Services will meet your requirements, that output will be accurate or suitable, that defects will be corrected, or that the Services will be free of harmful components.

13.4. We make no representation regarding commercial results. We do not warrant that use of the Services will increase your sales, traffic, conversion, or search visibility, or that listings generated through the Services will be accepted or approved by any platform.

14. Limitation of liability

14.1. Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for intent or conscious recklessness (bewuste roekeloosheid), or for any other liability that cannot be limited or excluded under Dutch law.

14.2. Subject to clause 14.1, we are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

a) loss of profits, revenue, sales, or business; b) business interruption; c) loss of anticipated savings; d) loss or corruption of data or content; e) loss of goodwill or reputation; f) suspension, restriction, disapproval, or termination of your account with any store platform, advertising network, payment provider, or marketplace; g) any claim brought against you by a third party in relation to content you published; h) any indirect or consequential loss; i) loss of, or damage to, generated content; j) the cost of recreating or regenerating content; k) the cost of external advisers; l) loss arising from inaccurate or incomplete AI output.

14.3. Subject to clause 14.1, our total aggregate liability arising out of or in connection with these Terms is limited to the total amount you paid to us in the three (3) months preceding the event giving rise to the liability, and in any event to a maximum of five hundred euro (€500).

14.4. You must notify us of any claim in writing within six (6) months of becoming aware of the circumstances giving rise to it. Claims not notified in writing within that period lapse.

14.5. These limitations apply regardless of the legal basis of the claim, and apply equally for the benefit of our directors, employees, and any third parties we engage in providing the Services.

15. Indemnity

You will indemnify and hold harmless NWR Products, its directors, employees, and contractors from and against all claims, proceedings, losses, damages, fines, and reasonable costs (including legal fees) arising out of or in connection with:

a) your breach of these Terms or of applicable law; b) source material you submitted to the Services; c) content you published, including AI-generated content you published without adequate review; d) products you sell or advertise using output from the Services; e) any claim by a third party that your use of the Services infringed their rights.

16. Term and termination

16.1. These Terms apply for as long as you hold an account.

16.2. You may terminate at any time by deleting your account in your account settings or by written notice to support@splister.com.

16.3. We may terminate on notice where you materially breach these Terms and, where the breach is capable of remedy, fail to remedy it within fourteen (14) days of being asked to do so. We may terminate or suspend immediately where required by law, where there is a serious security risk, or where your use is unlawful.

16.4. On termination: your access ends; unused credits lapse unless termination was by us other than for your breach, in which case we refund their value (the second exception to clause 6.7); and we delete or anonymise your data in accordance with our Privacy Policy, subject to statutory retention obligations.

16.5. Clauses that by their nature should survive termination will do so, including clauses 8, 9, 10, 12, 13, 14, 15, and 18.

17. Force majeure

We are not liable for any failure or delay in performing our obligations caused by circumstances beyond our reasonable control, including failures of utilities or telecommunications, failures or changes at hosting, AI, payment, or platform providers, cyber-attacks, acts of government, natural events, fire, flood, epidemic, war, or civil unrest. We will inform you of such an event and its expected duration as soon as reasonably possible.

18. General

18.1. Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, on notice to you.

18.2. Entire agreement. These Terms, together with our Privacy Policy, Cookie Policy, and Data Loss Prevention Policy, constitute the entire agreement between us regarding the Services and supersede all prior arrangements.

18.3. Severability. If any provision is held invalid or unenforceable, it will be replaced by a valid provision reflecting its intent as closely as possible, and the remainder of these Terms will remain in force.

18.4. No waiver. A failure or delay in exercising a right does not constitute a waiver of that right.

18.5. Notices. Notices to you will be sent to the email address on your account. Notices to us must be sent to support@splister.com.

18.6. Electronic acceptance. You agree that clicking to accept, ticking a box, or otherwise indicating acceptance electronically has the same effect as a handwritten signature.

18.7. No third-party rights. These Terms do not confer rights on any third party.

18.8. Governing law and jurisdiction. These Terms and any dispute arising out of or in connection with them are governed by the laws of the Netherlands. The parties will first attempt to resolve any dispute in good faith. Failing resolution within thirty (30) days, the dispute will be submitted to the exclusive jurisdiction of the competent court in Rotterdam, the Netherlands.