User Service Agreement
Terms of service for the ZIPIEE retailer management app and display unit. A business to business agreement.
Version 1.0 · Effective 14 July 2026
| Service provider | The JCM Group GbR |
|---|---|
| Trading name | ZIPIEE, Digital Opening Hours (Digitale Öffnungszeiten) |
| Registered address | Hauptstraße 9, 49179 Ostercappeln, Germany |
| Contact email | hello@zipiee.io |
| Legal form | Gesellschaft bürgerlichen Rechts (GbR) under §§ 705 ff. BGB |
1. Parties and scope
These Terms of Service ("Terms") form a legally binding agreement between the business entity or sole trader accepting these Terms ("Customer", "you") and The JCM Group GbR, trading as ZIPIEE ("ZIPIEE", "we", "us"), a civil law partnership registered in Germany.
These Terms govern the Customer's use of the ZIPIEE retailer management app (the "Retailer App") and the associated ZIPIEE display unit (the "Display Unit") provided under the Pilot Programme or a commercial subscription.
By accepting these Terms, whether by clicking "I agree", signing a Participant Agreement, or using the Retailer App, the Customer confirms it has authority to bind the business entity it represents and agrees to be bound by these Terms.
These Terms are a business to business agreement. The Customer is acting as a business (Unternehmer) within the meaning of § 14 BGB. Statutory consumer protection provisions that apply only to consumers (Verbraucher) do not apply to this agreement.
2. Definitions
| Term | Definition |
|---|---|
| Service | The ZIPIEE retailer management application, cloud platform and associated features provided under these Terms. |
| Display Unit | The ZIPIEE-branded e-ink or LED display hardware unit provided to the Customer for use with the Service. |
| Pilot Programme | The ZIPIEE MVP market testing programme in which Display Units and 3 months free Service access are provided to selected retailers in exchange for structured feedback. |
| Subscription | A paid monthly rolling subscription to the Service at commercial launch, as set out in Section 6. |
| Customer Content | All content uploaded, created or published by the Customer through the Service, including promotional text, images and display configurations. |
| Platform Integration | The Google Business Profile integration accessible through the Service. |
| DPA | The Data Processing Agreement governing ZIPIEE's processing of personal data on behalf of the Customer, provided at onboarding. |
3. The ZIPIEE service
3.1 Service description
The ZIPIEE Retailer App provides:
- remote management and scheduling of content displayed on the Customer's ZIPIEE Display Unit or Units;
- real-time synchronisation of opening hours and promotional content to the Display Unit via the ZIPIEE cloud backend;
- Google Business Profile integration to update opening hours and posts directly from the Retailer App, subject to Google API availability and the Customer's Google account authorisation;
- a management dashboard providing display connectivity status, content update history and usage analytics.
3.2 Service availability
ZIPIEE will use commercially reasonable efforts to maintain Service availability. ZIPIEE is not liable for downtime caused by scheduled or emergency maintenance, third-party infrastructure failures, changes to the Google API outside ZIPIEE's control, or force majeure events as defined in Section 17.
3.3 Platform integration
The Google Business Profile integration is provided as a convenience feature. Its availability depends on a third-party API that may change or be withdrawn without notice. The Customer's use of this integration is also governed by Google's developer and platform terms.
4. The Display Unit
4.1 Pilot Programme, hardware loan
During the Pilot Programme the Display Unit is provided on loan at no cost. It remains the property of The JCM Group GbR at all times. The Customer agrees to:
- use the Display Unit only for its intended purpose in connection with the ZIPIEE Service;
- keep the Display Unit in good condition, subject to reasonable wear and tear;
- not modify, reverse-engineer, reflash or tamper with the Display Unit or its firmware;
- not transfer, sell or lend the Display Unit to any third party;
- return the Display Unit to ZIPIEE at the end of the Pilot Programme upon request, in the condition as received, subject to reasonable wear and tear.
4.2 Commercial subscription, hardware
ZIPIEE Display Units will be sold as separate hardware in addition to the subscription to the ZIPIEE retailer app.
4.3 Hardware compliance
The ZIPIEE Display Unit is CE-marked in accordance with applicable EU directives, including the Radio Equipment Directive (RED) and relevant product safety requirements. The Customer is responsible for installing and using the Display Unit in accordance with the product documentation and applicable local requirements.
5. Customer obligations
The Customer agrees to:
- use the Service and Display Unit in compliance with these Terms and all applicable law, including the GDPR where Customer Content contains personal data;
- ensure all Customer Content is accurate, lawful and does not infringe third-party rights;
- maintain valid authorisation for the Platform Integration and promptly revoke it through the Retailer App if no longer required;
- maintain a functioning Wi-Fi connection at the premises where the Display Unit is installed;
- notify ZIPIEE promptly of any technical issues at retailer-support@zipiee.io;
- ensure that individuals using the Retailer App at the Customer's business are aware of and comply with these Terms.
The Customer must not:
- publish content that is unlawful, defamatory, misleading or in breach of third-party intellectual property rights;
- attempt to access, disable or circumvent any security features of the Service or Display Unit;
- share account credentials outside the Customer's business;
- use the Service in a manner that could damage or impair the ZIPIEE platform or infrastructure.
6. Fees, subscription and payment
6.1 Pilot Programme
During the Pilot Programme, the Service and Display Unit are provided free of charge in exchange for structured feedback participation as set out in the Pilot Participant Agreement.
6.2 Commercial subscription
Upon commercial launch, access to the ZIPIEE Retailer App will be available on a monthly subscription basis.
| Subscription model | Monthly SaaS subscription, billed monthly in advance |
|---|---|
| Subscription fee | To be determined before launch |
| Payment method | To be determined before launch |
| Billing date | The same calendar day each month as the subscription commencement date |
| Auto-renewal | Subscriptions renew automatically each month unless cancelled before the renewal date |
| Price changes | ZIPIEE will give at least 30 days written notice of any fee change. Continued use after the notice period constitutes acceptance of the new price |
| Invoicing | An invoice will be issued electronically for each billing period |
6.3 Late payment
Where payment is not received by the due date, ZIPIEE may suspend Service access after giving reasonable notice. Interest on overdue business to business amounts is charged in accordance with § 288 BGB. The Customer shall also reimburse reasonable collection costs.
6.4 VAT
The JCM Group GbR is a small business within the meaning of § 19 UStG. No VAT is charged and none is shown on invoices. Should this status cease to apply, VAT will be charged at the statutory rate and shown separately on the invoice, and the Customer will be notified in advance.
7. Term and cancellation
7.1 Pilot Programme
The Pilot Programme term is as specified in the Pilot Participant Agreement, up to 3 months. Either party may terminate participation by giving 14 days written notice.
7.2 Commercial subscription
The subscription runs on a rolling monthly basis. The Customer may cancel at any time via the Retailer App or by email to retailer-support@zipiee.io. Cancellation takes effect at the end of the current billing period. No refund is provided for the remaining portion of a prepaid period.
7.3 Termination for cause
Either party may terminate immediately by written notice if the other party commits a material breach not remedied within 14 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business.
On termination for cause by ZIPIEE, no refund of prepaid fees is due. On termination for cause by the Customer due to ZIPIEE's breach, ZIPIEE will refund a pro-rata portion of prepaid fees for the remaining subscription period.
7.4 Effect of termination
Upon termination: the Customer's Service access is deactivated; the Display Unit must be returned under the Pilot Programme or dealt with per the applicable hardware terms; Customer Content is deleted per the Privacy Notice retention schedule; all API tokens are revoked; and accrued payment obligations survive.
8. Customer content and licence
The Customer retains all intellectual property rights in Customer Content. By publishing Customer Content through the Service, the Customer grants ZIPIEE a non-exclusive, worldwide, royalty-free licence to store, process and transmit that content solely for the purpose of providing the Service.
The Customer warrants that all Customer Content is accurate and compliant with the UWG and applicable advertising law, that the Customer has all rights to publish the content, and that the content does not infringe any third-party rights. The Customer indemnifies The JCM Group GbR against any claims arising from Customer Content.
9. Data protection
9.1 Roles
The JCM Group GbR is data controller for personal data it collects about the Customer in the course of providing the Service. Where the Customer publishes content through the Service containing personal data of the Customer's own customers or employees, the Customer is data controller and The JCM Group GbR acts as processor.
9.2 Data Processing Agreement
A DPA is provided to the Customer at onboarding and forms part of these Terms by reference. Acceptance of these Terms constitutes acceptance of the DPA. If you have not received a DPA, contact retailer-support@zipiee.io.
9.3 Customer obligations
The Customer warrants that it has a lawful basis for any personal data it submits through the Service and that it has provided all required notices to its own customers and employees. The Customer indemnifies The JCM Group GbR against claims arising from the Customer's failure to comply with its own data protection obligations.
9.4 Privacy Notice
Our Privacy Notice sets out how the Customer's personal data is processed by ZIPIEE as data controller.
10. Intellectual property
All intellectual property rights in the ZIPIEE Service, Display Unit including firmware, and branding are owned by or licensed to The JCM Group GbR. These Terms grant the Customer a limited, non-exclusive, non-transferable licence to use the Service and Display Unit solely for the Customer's internal business purposes.
The Customer must not copy, modify, reverse-engineer or decompile any part of the Service or Display Unit, sublicence or resell the Service, or remove any proprietary notices or CE markings from the Display Unit.
11. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party and not to disclose it to third parties without prior written consent. During the Pilot Programme, the Customer acknowledges the product is commercially confidential and agrees not to disclose product details publicly.
This obligation does not apply to information that is publicly available other than through breach, already known to the receiving party, independently developed, or required to be disclosed by law or a regulatory authority.
12. Limitation of liability
Subject to the final paragraph of this Section:
- ZIPIEE is fully liable for damages caused by wilful misconduct or gross negligence.
- For simple negligence, ZIPIEE is only liable for breach of a material contractual obligation (Kardinalpflicht), limited to foreseeable and typical damage.
- ZIPIEE is not liable for indirect loss, consequential loss, loss of profits or loss of business opportunity, except where caused by wilful misconduct or gross negligence.
- ZIPIEE is not liable for the availability or accuracy of the Google API, or for loss arising from changes to or withdrawal of that API.
- ZIPIEE's total aggregate liability in any 12-month period shall not exceed the total fees paid by the Customer in that period. During the Pilot Programme, the aggregate liability cap is EUR 500.
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraudulent misrepresentation, liability under the Produkthaftungsgesetz, or any other liability that cannot be excluded or limited by German law.
13. Warranties and disclaimer
ZIPIEE warrants that it has the right to provide the Service and Display Unit, that the Service will be provided with reasonable care and skill, and that the Display Unit is CE-marked and compliant with applicable EU product safety requirements at the time of delivery.
Except as expressly set out above, the Service is provided "as is". To the extent permitted by law, ZIPIEE excludes all implied warranties, including fitness for a particular purpose. The Customer is responsible for satisfying itself that the Service meets its requirements before relying on it for business purposes.
14. Indemnity
The Customer agrees to indemnify and hold harmless The JCM Group GbR, its partners, employees and agents against any claims, liabilities, damages, penalties and costs, including reasonable legal fees, arising from the Customer's breach of these Terms, Customer Content that infringes third-party rights, or the Customer's failure to comply with its own data protection obligations.
15. Changes to the service and these Terms
ZIPIEE may modify the Service or these Terms at any time. For material changes affecting the Customer's rights or obligations, ZIPIEE will provide at least 30 days written notice by email. If the Customer does not accept a material change, it may terminate without penalty before the effective date.
16. Governing law and dispute resolution
16.1 Governing law
These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
16.2 Jurisdiction
Any disputes arising from these Terms, including as to their formation, validity or termination, are subject to the exclusive jurisdiction of the courts of the place where The JCM Group GbR is registered, pursuant to § 38 ZPO for business to business agreements.
16.3 Pre-litigation negotiation
Before initiating formal legal proceedings, the parties agree to attempt resolution through good-faith negotiation initiated by written notice describing the dispute and the proposed resolution. If unresolved within 30 days, either party may proceed to formal proceedings.
17. Force majeure
Neither party is liable for delay or failure to perform obligations where caused by circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, strike, war, terrorism, governmental action, or failure of third-party infrastructure providers. The affected party will notify the other without undue delay.
18. General provisions
18.1 Entire agreement
These Terms, together with the Pilot Participant Agreement where applicable, the DPA and the Privacy Notice, constitute the entire agreement between the parties on the subject matter and supersede all prior agreements and understandings.
18.2 Severability
If any provision is found invalid or unenforceable, including under §§ 305 to 310 BGB, it shall be replaced with a valid provision that most closely reflects the original commercial intent. The remaining Terms continue in force.
18.3 Assignment
The Customer may not assign its rights or obligations without ZIPIEE's prior written consent. ZIPIEE may assign rights and obligations to a successor entity in a corporate restructuring or sale, provided the successor assumes all obligations under these Terms.
18.4 Notices
Formal notices must be in writing and delivered by email to the addresses in Section 1. Notices are deemed delivered on the next business day following confirmed email transmission.
18.5 No waiver
Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.
18.6 Language
These Terms are drafted in English. The German translation is the authoritative version. In the event of any conflict between language versions, the German version prevails.