Terms and conditions
These terms govern purchases and use of the Bolder site.
Terms and Conditions of Service — Bolder SpA
0. Identification
Bolder SpA (“Bolder”), Chilean Tax ID (RUT) 76.066.308-5 (legal successor of Inventario SpA, same RUT, following a change of corporate name), domiciled in Santiago, Metropolitan Region, Chile, is the entity that provides the services described in this document, available through the website www.onbolder.com and its associated platforms (the “Services”).
0.1. Billing entity for credit card subscriptions. Where the User chooses to pay for the Services through an automatic credit card subscription (pursuant to Section 8.5), the corresponding charge will be processed and invoiced by Fork Limited, a company incorporated in Hong Kong (“Fork”), a related entity of Bolder, which will act as contractual counterparty solely with respect to that charge. Everything else — the provision of the Services, support, intellectual property, data protection, and the remaining obligations described in these Terms — remains exclusively between the User and Bolder, regardless of whether the User’s payment method is handled by Fork or by Bolder. Where the User pays by bank transfer against an invoice, the billing counterparty is Bolder directly, without Fork’s involvement.
1. Acceptance of these Terms
1.1. These Terms and Conditions of Service (the “Terms”), together with the Privacy Policy, the Data Processing Addendum (DPA) and the Acceptable Use Policy, which are incorporated by reference and form an integral part of this agreement, govern access to and use of the Services.
1.2. By creating an account, purchasing, or using the Services, you declare that you have read, understood and fully accepted these Terms. If you do not agree with them, you must refrain from purchasing or using the Services.
1.3. If you accept these Terms on behalf of a legal entity or other organization, you represent and warrant that you have sufficient authority to bind it contractually, and references in this document to “you” or the “User” will be understood as references to that entity.
2. Definitions
For the purposes of these Terms, the following terms have the meanings indicated below:
- “Content”: all information, text, images, catalogs, product descriptions, trademarks, logos, files, data and other materials that the User uploads, publishes or generates in their Store.
- “Account”: the individual, non-transferable access that Bolder grants to the User to manage their Store.
- “Custom Developments”: any feature, integration, module, customized template or technical adaptation that Bolder designs or develops specifically at a User’s request, whether as part of a Plan or as a professional service charged separately.
- “Plan”: the subscription tier contracted by the User, with its respective commercial terms, features and fees, as published on www.onbolder.com or agreed in an individual contract.
- “Third-Party Services”: any payment gateway, shipping service, integration, application or tool of a third party that the User decides to connect or use together with the Store.
- “Store”: the e-commerce site that the User creates, configures and operates using the Services.
- “User”: the natural person or legal entity that, acting in the course of an economic or commercial activity, contracts and uses the Services.
- “End User”: the natural person or legal entity that interacts with a User’s Store (for example, by purchasing products or services in it), as opposed to the User, who is the person who manages and configures the Store through Bolder’s Services.
3. Description of the Services
3.1. Bolder provides an e-commerce technology platform on a SaaS basis that allows the User to create, configure and operate their Store, manage product catalogs, manage purchase orders, and integrate payment, shipping and other tools provided by third parties.
3.2. In addition to the standard platform, Bolder may provide professional services of implementation, custom development, integration with the User’s systems (for example, ERP, point-of-sale systems, third-party platforms) and other related services, which may be quoted and charged separately from the monthly Plan, in accordance with a specific proposal or contract.
3.3. The Services are provided in accordance with the features in force at any given time as described on www.onbolder.com. Bolder may reasonably add, modify or discontinue features without this constituting a breach of these Terms, provided that doing so does not materially and disproportionately affect the User without reasonable prior notice.
3.4. The Services do not guarantee specific commercial results, including, without limitation, any particular sales volume, traffic or ranking of the User’s Store.
4. Eligibility, capacity and nature of the relationship
4.1. The Services are intended exclusively for natural persons or legal entities that contract and use the Services in the course of an economic, commercial or professional activity, and not for personal, family or household purposes. By accepting these Terms, the User declares and warrants that they contract the Services in that capacity.
4.2. The User must have legal capacity to enter into contracts. If the User is a natural person, they must be over 18 years of age. If acting on behalf of a legal entity, they must have sufficient authority to bind it.
4.3. Bolder may request information that allows it to properly identify the User (name or corporate name, RUT, email address, among others). Anonymous accounts or accounts with false information are not permitted. Providing false, inaccurate or outdated information entitles Bolder to suspend or terminate the Services pursuant to Section 19.
4.4. The User is responsible for the truthfulness, accuracy and currency of the information they provide. Bolder will not be liable to third parties for damages arising from false or inaccurate information provided by the User.
5. Accounts and authorized users
5.1. The Account is personal, unique and non-transferable with respect to the natural person or legal entity that contracts it (the “Account Holder”). The Account Holder may authorize third parties (employees, contractors, agencies or other collaborators) to access and operate the Store through additional credentials or permissions that the Account Holder itself manages.
5.2. The Account Holder is responsible for all actions carried out through its Account, including those of any person to whom it has granted access, and for keeping its access credentials confidential.
5.3. The Account Holder must notify Bolder, by email to info@onbolder.com, of any unauthorized use of its Account or any security breach of which it becomes aware, as soon as it becomes aware of it.
5.4. The sale, assignment, transfer or delivery of an Account to a third party on any basis is prohibited, without prejudice to Section 21 (Assignment of the agreement).
6. Use of the Services
6.1. The User must use the Services in accordance with their purpose and with Bolder’s Acceptable Use Policy (available at [●]), which forms an integral part of these Terms.
6.2. The User is solely and exclusively responsible for the use they make of the Services and for the Content of their Store, as well as for any legal, contractual or regulatory violation they incur in connection with such use.
6.3. If Bolder becomes aware, whether through notice from a third party or through its own verification, that the Content of a Store violates the Acceptable Use Policy, is unlawful, or infringes third-party rights, it may ask the User to correct or remove it within a reasonable period (which Bolder will communicate according to the nature and seriousness of the case), and if the User does not comply within that period, Bolder may remove the infringing Content, block access to the Store or suspend the Account pursuant to Section 19, without this giving rise to any right to compensation in favor of the User, without prejudice to the more expeditious measures that may apply in the case of serious violations under that same Section.
7. Bolder’s role and the User’s responsibilities for its sales
7.1. Bolder provides technology infrastructure and does not participate as a seller, buyer or party to the sales contract between the User and its End Users. The sales contract entered into through a Store is exclusively and directly between the User and its respective End User. Bolder is not a marketplace platform. Any additional services that Bolder may offer in the future will be governed by the specific conditions communicated at the time they are contracted.
7.2. Without prejudice to the foregoing, the User declares and accepts that:
They are solely responsible for the Content of their Store, including the truthfulness, accuracy and legality of the information about their products, prices, stock, descriptions, warranties, and exchange and return policies.
They are solely responsible for holding the title or the necessary authorizations to market the products offered in their Store. Bolder assumes no liability toward third parties or administrative or police authorities if the User does not hold such title or authorization.
They are solely responsible for complying with the legal, regulatory, tax and consumer protection obligations applicable to the promotion, advertising, sale and shipping of their products, including, without limitation, any obligation incumbent upon them under Law No. 19.496 with respect to their End Users.
They are solely responsible for the processing they carry out on the personal data of their End Users, in their capacity as controller of that processing, in accordance with applicable law.
The Services governed by these Terms do not include payment processing or acquiring, or the receipt or custody of funds from the User’s sales, and Bolder is not a party to the contracts that the User enters into with its payment gateway providers. Notwithstanding that the platform may technically enable integration with payment gateways and couriers of third parties chosen by the User (pursuant to Section 10), Bolder does not intervene in the shipping or delivery of the products sold, and will not be liable to the User or to third parties for claims arising from defective products, shipping failures, transaction fraud, or exchange, return or refund requests related to the User’s sales.
7.3. Nothing in this Section releases Bolder from its own responsibility for the proper functioning of the technology platform under Section 16, or for the personal data that Bolder processes in its capacity as controller or processor under the Data Processing Addendum.
8. Plans, pricing, invoicing and payments
8.1. Billing models. The Services are contracted through monthly, semi-annual, annual or other-period subscription Plans, as indicated on www.onbolder.com or in the respective individual contract. Payment may be made by electronic bank transfer against an invoice, or through an automatic subscription to a credit card or another payment method enabled by Bolder.
8.2. No minimum commitment by default. Unless expressly agreed otherwise in an individual contract, the Plan is provided on a continuous monthly basis, with no minimum commitment period. The payment frequency chosen by the User (monthly, semi-annual or annual) determines only how often the Plan is invoiced and charged — and, where applicable, the discount associated with advance payment for a longer period — but does not by itself constitute a commitment to continue for that period. The User may terminate their Account at any time pursuant to Section 19.4, without this giving rise to any obligation to pay installments for future periods that have not yet fallen due.
8.3. Professional services. Implementation, custom development or other professional services that Bolder provides to the User will be quoted and invoiced separately from the monthly Plan, in accordance with the specific proposal or contract agreed with the User.
8.4. Late payment — bank transfer. If the User does not pay an invoice associated with their Plan on time by transfer, Bolder will send a notice requesting that the payment be regularized. After thirty (30) calendar days from the due date of the unpaid invoice without the User having regularized their situation, Bolder may suspend access to the Store and, if the breach persists, terminate the Services pursuant to Section 19.
8.5. Late payment — credit card (automatic subscription). If the charge to the User’s credit card or other automatic payment method fails — a charge that, pursuant to Section 0.1, is processed by Fork — Bolder may retry the charge. If by the third failed attempt — counted from the first attempt — payment has not been regularized, which will occur approximately fifteen (15) days after that first attempt, Bolder may suspend access to the Store and, if the breach persists, terminate the Services pursuant to Section 19.
8.6. Price changes. Bolder may modify the prices of its Plans at its discretion, giving the User reasonable notice. Price changes will also apply to Plans contracted before the change, once a minimum period of six (6) months has elapsed from the date the change is communicated to the User, a period that Bolder may extend, but not shorten, in the respective communication.
8.7. Currency and taxes on fees. All fees for the Services are expressed in United States dollars (US$). The corresponding charge will be made in the payment currency that applies according to the payment method used, applying the exchange rate in force at the time of the respective charge. Where the charge is made by Bolder (payment by bank transfer against an invoice), fees do not include Chilean Value Added Tax (IVA), which will be added at the prevailing rate. Where the charge is made by Fork (automatic subscription by credit card, pursuant to Section 0.1), the tax treatment will be that which corresponds under the law applicable to Fork, which may differ from the treatment of Chilean IVA.
8.8. Refund policy. Unless applicable law provides otherwise or Bolder expressly indicates otherwise in writing, payments made for the Services are non-refundable.
8.9. The User is responsible for keeping their authorized payment method valid and up to date for the charging of the Services.
9. Taxes on the User’s sales
9.1. The User is solely and exclusively responsible for determining, declaring, collecting and remitting all taxes, fees, duties and contributions applicable to the promotion, sale and shipping of the products offered in their Store, including the issuance of the tax documents required under applicable law.
9.2. Bolder will not be liable to the User, its customers, or any authority for the User’s failure to comply with its tax obligations.
10. Integrations and Third-Party Services
10.1. The Services may allow integration with Third-Party Services (payment gateways, couriers, ERP systems, point-of-sale systems, applications or other tools). The User’s use of Third-Party Services is voluntary and entirely at their own responsibility.
10.2. Bolder does not control, and does not guarantee the proper functioning, availability, security or accuracy of, Third-Party Services, and will not be liable for damages or losses arising from failures, interruptions, changes or discontinuation of such Third-Party Services, without prejudice to Bolder making reasonable efforts to maintain and adapt its own technical integrations with those services.
10.3. By enabling an integration with a Third-Party Service, the User authorizes the exchange of the information strictly necessary for that integration to function, and it is the User’s responsibility to review the respective third party’s own terms and privacy policies.
11. Intellectual property — platform and Custom Developments
11.1. Ownership of the platform. Bolder is the exclusive owner of all intellectual and industrial property rights over the platform, its software, source code, databases, predefined templates, trademarks (including BOLDER), and the other elements that make up the Services. Bolder grants the User a non-exclusive, non-transferable license, limited to the term of the contracted Services, to use the platform and its predefined templates in accordance with the purpose of the Services.
11.2. User modifications to Bolder templates. Where the User modifies or customizes a predefined Bolder template (for example, by editing code, CSS or settings within the tools that the platform makes available to them), that modification will remain subject to the license in Section 11.1 with respect to the underlying template code owned by Bolder. The User will own the genuinely new and separable elements they add (for example, content, their own graphic design, or their own code that does not derive from the template’s code), without this granting them ownership of Bolder’s base template code or the right to use it outside the platform.
11.3. Custom Developments. Where Bolder designs or develops Custom Developments at a User’s request, whether as part of a Plan or as a professional service charged separately, the following rules will apply, unless expressly agreed otherwise in writing:
Bolder retains ownership of the intellectual property rights over the Custom Developments, including their source code, architecture and technical components.
Bolder grants the User that commissioned and paid for the respective Custom Development a broad, non-exclusive license of indefinite duration (including beyond the term of the Account, unless the Custom Development technically depends on the BOLDER platform to function) over that Custom Development, for the User’s own commercial use.
Bolder may reuse, adapt or incorporate into developments for other Users the generic components, architecture patterns or reusable technical solutions that arise from a Custom Development, provided that such reuse does not include data, trademarks, confidential information or business logic specific and distinctive to the User that originally commissioned the development.
11.4. The User may use templates or developments from third parties other than Bolder, provided they meet the platform’s technical requirements, at their own responsibility with respect to the licenses applicable to such third-party materials.
12. Intellectual property in the User’s Content
12.1. The User retains ownership of the intellectual property rights over the Content of their Store, or declares that they hold the necessary authorizations for its use and commercialization. The User warrants that such Content does not infringe third-party rights.
12.2. The User grants Bolder a non-exclusive, worldwide, royalty-free license to host, store, reproduce and display the Content to the extent necessary to operate and provide the Services.
12.3. Additionally, Bolder may: (a) publicly identify that the User’s Store was built on Bolder’s platform, and display elements of the Store that are already publicly accessible (for example, screenshots of the site), without requiring additional authorization; but (b) will require the User’s prior and express authorization to use their name, trademark or logo as a case study, or to disclose figures, results or other non-public information of the User for marketing purposes.
12.4. Bolder assumes no liability for infringements of third-party intellectual property rights committed by the User through the Content of their Store.
13. Confidentiality
13.1. Each party undertakes to keep confidential the non-public information of the other party to which it has access in connection with the contractual relationship (including, without limitation, negotiated commercial terms, technical information, business strategies and customer data), and to use it exclusively for the purposes of performing these Terms.
13.2. This confidentiality obligation will not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) the receiving party already lawfully knew before receiving it; (c) is independently developed by the receiving party without use of the confidential information; or (d) must be disclosed by legal mandate or order of a competent authority.
13.3. This obligation will remain in force during the contractual relationship and for a period of two (2) years from its termination.
14. Personal data protection
14.1. The processing of personal data by Bolder is governed by Bolder’s Privacy Policy and Data Processing Addendum (DPA), available at [●], which are incorporated by reference into these Terms.
14.2. In general terms: (a) with respect to the User’s own personal data (such as the Account contact), Bolder acts as controller; and (b) with respect to the personal data of the User’s End Users that is processed through the Store (for example, data of its End Users), Bolder acts as processor on behalf of and on the instructions of the User, who is the controller of that processing.
14.3. The User is responsible for having the necessary lawful bases for the processing of its End Users’ personal data, and for complying with the personal data protection legislation applicable to it. Where the lawful basis for a processing activity is the data subject’s consent, the User must obtain it in a prior, free, informed and specific manner, through an affirmative act of the data subject (without pre-ticked boxes), and must be able to demonstrate such consent and allow its withdrawal at any time.
14.4. Bolder will process the personal data it receives as processor solely for the purposes and in accordance with the instructions set out in the DPA. The User is responsible for informing its End Users about the processing of their data and for addressing the rights they exercise (access, rectification, erasure, objection, portability and temporary blocking); Bolder will provide reasonable cooperation for that purpose, on the terms of the DPA.
14.5. Bolder will keep an updated list of its sub-processors and of the countries where data is hosted, and will notify the User in writing of the addition or replacement of sub-processors, as well as of any relevant change in the location of the processing or in international data transfers, in the manner and within the periods set out in the DPA.
14.6. If the User processes sensitive personal data through its Store (for example, health data), it must inform Bolder in advance and comply with the enhanced requirements established by law, and Bolder may require additional measures or a specific addendum, in accordance with the DPA.
14.7. Upon termination of the Services, Bolder will delete or return the personal data processed on the User’s behalf, and will be able to demonstrate such deletion, in accordance with the DPA.
15. Availability and maintenance
15.1. Bolder will make commercially reasonable efforts to keep the Services available and operational, but does not guarantee that they will be free from interruptions, errors or failures. The Services are provided “as is” and “as available”.
15.2. Bolder may carry out scheduled maintenance on the platform, which will be notified to the User with reasonable advance notice where possible. Bolder may also carry out emergency maintenance or interventions without prior notice when necessary to preserve the security, integrity or continuity of the Services.
15.3. Bolder performs periodic backups of the Stores’ information as part of the Services, without prejudice to which the User is advised to keep their own backups of any information they consider critical to their business.
15.4. Nothing in this Section constitutes a quantified service level agreement (SLA), unless expressly agreed in writing in an individual contract with the User.
16. Warranties and limitation of liability
16.1. Bolder undertakes to provide the Services with the diligence and care proper to its activity. Except as expressly stated in these Terms, the Services are provided without warranties of any kind, express or implied.
16.2. To the maximum extent permitted by applicable law, Bolder will not be liable for indirect, incidental, special or consequential damages, or for loss of profits, loss of data, loss of revenue, loss of business opportunities or damage to reputation, arising from the use of or inability to use the Services.
16.3. Liability cap. Except in the cases indicated in Section 16.4, Bolder’s total and cumulative liability to the User is subject to the following caps, depending on the origin of the event giving rise to it:
If the event arises from the provision of the Plan (the SaaS platform), the cap will be the total amount actually paid by the User to Bolder for the Plan during the three (3) months preceding the event.
If the event arises from a Custom Development or another professional service charged separately from the Plan, the cap will be fifty percent (50%) of the total amount actually paid by the User to Bolder for that specific Custom Development or professional service.
If the event involves both the Plan and a Custom Development in an indistinguishable manner, the higher of the caps resulting from paragraphs (a) and (b) will apply.
For Users who have signed an individual contract (for example, an Enterprise Plan, or a Service Order for a specific project), these caps may be replaced by those expressly agreed in that contract.
16.4. Nothing in these Terms limits or excludes Bolder’s liability for willful misconduct (dolo) or gross negligence (culpa grave), or in cases where Chilean law does not permit its limitation or exclusion.
17. Indemnification
17.1. The User undertakes to hold harmless and indemnify Bolder, its directors, employees and representatives against any claim, demand, loss, damage or expense (including reasonable legal fees) arising from: (a) the User’s breach of these Terms; (b) the Content of the User’s Store; (c) the sales made by the User through its Store, including claims from its End Users; or (d) the User’s infringement of third-party rights or applicable law.
18. Force majeure
18.1. Neither party will be liable for failure or delay in performing its obligations under these Terms where such failure or delay is due to causes beyond its reasonable control, including, without limitation, acts of God or force majeure, natural disasters, acts of authority, armed conflicts, pandemics, strikes, or widespread failures of internet infrastructure or essential service providers not attributable to the affected party.
18.2. The party affected by a force majeure event must notify the other party as soon as reasonably possible, and both parties will make reasonable efforts to mitigate its effects.
19. Suspension and termination
19.1. Termination for non-payment. In accordance with the periods and procedures described in Section 8.
19.2. Suspension or termination for breach. Bolder may suspend or terminate access to the Store if the User breaches these Terms or the Acceptable Use Policy, granting a reasonable period to cure the breach where its nature permits, in accordance with Section 6.3.
19.3. Immediate suspension for fraud or security risk. Bolder may immediately suspend access to a Store, without prior notice, where there are reasonable indications of fraud, illegal activity, or a security risk to the platform, other Users or third parties.
19.4. Voluntary termination. The User may terminate their Account at any time following the procedure indicated on the platform, without prejudice to payment of amounts already accrued.
19.5. Bolder reserves the right to disclose, remove or block Content from an Account when necessary to comply with the law, enforce these Terms, or prevent or address fraud or unlawful conduct.
19.6. Bolder may cooperate with the Public Prosecutor’s Office or other competent authorities when it has indications that a User has engaged in activities constituting a crime through the Services, without prejudice to any legal reporting obligations that specifically apply to it under current legislation.
20. Effects of termination and data portability
20.1. Upon termination of the Services, for any reason, the User’s access to the Store for the purpose of actively operating it (for example, receiving new orders or modifying its Content) will cease, without prejudice to payment of amounts accrued up to the termination date and to Section 20.2.
20.2. During the thirty (30) calendar days following the termination date, Bolder will make available to the User read-only access and export of the information in their Store — including, among other things, a downloadable file with the code and assets of their own template, and the information on their orders and contacts — or will arrange the export at the User’s request if read-only access is not technically available for the respective case. After that period, Bolder will delete or return that information, as appropriate under the Data Processing Addendum, without prejudice to any retention periods that may be required under applicable personal data protection regulations.
21. Assignment of the agreement
21.1. Bolder may assign or transfer these Terms, in whole or in part, to an affiliate, successor or acquirer of all or a substantial part of its business, upon notice to the User.
21.2. The User may not assign or transfer its rights or obligations under these Terms without Bolder’s prior written consent.
22. Changes to these Terms
22.1. Bolder may modify these Terms at any time. Where a modification materially and adversely affects the User, Bolder will communicate it with reasonable advance notice before it takes effect, unless the modification is necessary for legal, regulatory or security reasons or to prevent fraud, in which case it may apply with immediate effect.
22.2. Price changes are governed by Section 8.6.
22.3. If the User does not agree with a material modification to these Terms, they may notify info@onbolder.com within fifteen (15) days of its communication, in which case the contractual relationship will be deemed terminated, without prejudice to payment of amounts already accrued.
23. Governing law and jurisdiction
23.1. These Terms are governed by the laws of the Republic of Chile, regardless of the User’s country of residence or domicile.
23.2. Any dispute arising between Bolder and the User in connection with these Terms will be submitted to the ordinary courts of justice of the city of Santiago, Chile.
24. General provisions
24.1. Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between the parties with respect to their subject matter, and supersede any prior agreement or understanding between them on the same matter.
24.2. Order of precedence. In the event of conflict between these Terms and a contract, Service Order or Enterprise agreement entered into in writing between Bolder and a User, that specific agreement will prevail with respect to the matters expressly governed by it. In matters of personal data protection, the Data Processing Addendum will prevail over these Terms in the event of conflict. Bolder may enter into specific contracts with certain Users (for example, institutions or organizations with particular security, data or service-level requirements) that supplement, modify or replace these Terms and the Data Processing Addendum solely with respect to that User, without affecting the general application of these Terms to other Users.
24.3. Severability. If any provision of these Terms is declared null, invalid or unenforceable, the remaining provisions will remain in full force and effect.
24.4. No waiver. Bolder’s failure to exercise a right or action to which it is entitled under these Terms will not be construed as a waiver of that right or action.
24.5. Notices. Notices between the parties will be given by email to the registered contact addresses, unless these Terms indicate another specific means for a particular case.
24.6. Domicile. For all legal purposes arising from these Terms, the parties designate the city of Santiago, Chile as their domicile.
24.7. Language. These Terms are drafted in Spanish and may be provided in English as a courtesy translation. In the event of any discrepancy between the two versions, the Spanish version will prevail.