Partner terms

About these Partner Terms

Nembol provides technology that lets online sellers manage their products and orders across many sales channels. Through our API, software companies and agencies can add this multichannel capability to their own systems and offer it to their customers, under their own brand if they wish.

Data about your customers’ buyers and orders will pass between your system and Nembol. These Partner Terms, with our Terms of Use, Privacy Policy and Data Processing Agreement, set out who is responsible for it under EU, UK, Swiss and US law.

You can buy our services for your customers at your own price (Reseller Model), or have them sign up and pay Nembol directly (Referral Model). Either way, we apply a discount to our published prices, and you provide first-line support.

We will not contact your customers unless our relationship ends and they need continuity, or if the law requires it. Nothing needs to be signed: by using the partner function, you accept these terms.

This document has been updated on October 30th 2026.

Between: Nembol Inc. (“Nembol”, “we”) and the business that uses Nembol’s partner function (“Partner”, “you”), together the “Parties.”

These Partner Terms (including Schedules A and B) apply to software vendors, agencies and other businesses that use Nembol’s application programming interface (the “API”) to offer multichannel functions to their own customers. They are incorporated into and supplement Nembol’s Terms of Use (“ToU”). The ToU, the Privacy Policy and the Data Processing Agreement (“DPA”) also apply to you.

Order of precedence. In case of conflict: (1) the DPA prevails for the processing of personal data; (2) then these Partner Terms; (3) then the ToU; (4) then Nembol’s API documentation.

1) Definitions

• Partner Customer: a person or business that uses the Services through your products or services.
• Customer ID: the unique identifier Nembol assigns to each Partner Customer and links to your account.
• Referral Customer: a Partner Customer that you refer to Nembol and that pays Nembol directly (Section 3.2).
• Reseller Customer: a Partner Customer for which you purchase the Services from Nembol and which pays you (Section 3.3).
• Qualifying Plan: the Nembol subscription plan that includes the partner function. Currently this is the Enterprise+ plan, monthly or yearly. It may later include any other plan, including a lower one, that Nembol designates as offering the partner function.
• Plan Price: Nembol’s published price for the plan chosen for a Customer ID at the time of activation.
• Partner Discount: the discount from the Plan Price that applies to Partner Customers as stated in your account or in a written order.
• Active Customer: a Reseller Customer whose Customer ID has been activated on a paid plan and not deactivated.
• Documentation: Nembol’s API documentation, available at nembol.com/api, as updated from time to time.
• Other capitalized terms have the meaning given in the ToU.

2) Licence and use of the API

2.1 To use the partner function you need a Nembol account. You may use the sandbox environment (Section 2.6) free of charge during your free trial, which lasts 14 days and may be renewed for a further 14 days. To continue after the free trial, or to move to the live (production) environment, you will need a Qualifying Plan subscription (Section 4.1). Fees are payable only as set out in Section 4.

2.2 Nembol grants you a non-exclusive, non-transferable, revocable licence to use the API and the Documentation to integrate the Services into your own products or services and to offer them to your Partner Customers.

2.3 You may not: (a) sublicense or resell the API itself, as distinct from the Services provided through it; (b) use the API to build a product that competes with Nembol’s own offering; (c) circumvent rate limits or technical restrictions; (d) reverse engineer or attempt to derive source code; (e) use Nembol’s name or trademarks without Nembol’s written permission; or (f) represent that Nembol endorses you or that you are Nembol’s agent.

2.4 Sections 29.2 (Credentials), 29.4 (Limits and fair use) and 29.6 (Your data and Channels) of the ToU apply to you. You may use Credentials in your own systems on behalf of your Partner Customers, but you must keep them confidential and secure.

2.5 You do not have to disclose Nembol’s name to Partner Customers in your marketing. You must, however, comply with Section 5.6 and with Part B of the DPA, which require you to inform Partner Customers that Nembol acts as a sub-processor.

2.6 Sandbox. Nembol provides a sandbox environment for developing and testing your integration. The sandbox is limited to 3 Customer IDs, with no more than 50 products listed per Customer ID. It is for testing only, not for live commercial use, and you should use test data rather than real personal data. Nembol may reset the sandbox or delete sandbox data at any time. The sandbox is available during your free trial (Section 2.1) at no charge, and is not covered by Schedule B (Service levels). When you move to the live (production) environment, the limits above no longer apply, and the plan limits of the Customer’s plan apply instead.

3) Commercial models

3.1 There are two commercial models. You can choose the one that suits you for each of your Partner Customers, and you may use both at the same time. Each Customer ID is either a Referral Customer or a Reseller Customer.

3.2 Referral Model. You refer Partner Customers to Nembol, and they register and pay Nembol directly. Each Referral Customer accepts the ToU and the DPA (Part A) at Nembol’s checkout page and is a User. Referral Customers pay Nembol’s published Plan Price less the Partner Discount, and are eligible for the free trial under Section 5 of the ToU. You owe Nembol no fees for Referral Customers, other than your Qualifying Plan subscription under Section 4.1, and Nembol owes you no commission unless the Parties agree otherwise in writing.

3.3 Reseller Model. You purchase the Services from Nembol for each Reseller Customer and provide them to the Reseller Customer under your own commercial terms and at your own price. For each Reseller Customer you pay Nembol the Plan Price less the Partner Discount (Section 4.1). You are an independent contractor and the contracting party of your Reseller Customers. You are not Nembol’s agent or representative, and you may not change the ToU, grant any warranty or make any promise on Nembol’s behalf.

4) Fees and payment

4.1 Fees. You pay: (a) for your own Qualifying Plan subscription, the published price of that plan, monthly or yearly as you choose. This subscription is a subscription to the Services like any other: it is billed separately from the invoices in Section 4.2, Sections 2 and 3 of the ToU (including the cancellation and refund rules for monthly and annual plans) apply to it, and the Partner Discount does not apply to it; and (b) for each Active Customer under the Reseller Model, the Plan Price less the Partner Discount. You must keep a Qualifying Plan subscription active for as long as you use the production API. If it ends, or if the plan no longer includes the partner function, your production API access ends at the same time, subject to Section 8.3. Plan Prices may change, and Nembol may change which plans include the partner function; Nembol will give you at least 30 days’ notice by email before a change affects you.

4.2 Invoices. Invoices are issued in advance and charged to the payment card on file.

• (a) First invoice. When the first Reseller Customer of your account is activated on a paid plan in the live (production) environment (the “First Activation Date”), Nembol immediately issues an invoice for the full monthly fee of each Customer ID activated on that day, for the billing month starting on that day.
• (b) Monthly invoices. Further invoices are issued on the same day of each following month (the “Billing Day”). If a month has no such day, the invoice is issued on its last day. A “billing month” runs from one Billing Day to the day before the next. Each monthly invoice consolidates all your Reseller Customers and covers: (i) the full monthly fee, for the billing month starting on the invoice date, for each Active Customer on that date; and (ii) for each Customer ID activated after the First Activation Date and during the previous billing month, a pro-rated fee counted by calendar days from the day of activation to the day before the invoice date.
• (c) Later activations. A Customer ID activated after the First Activation Date is not invoiced when it is activated. Its fee for the remaining days of the billing month is included in the next monthly invoice under (b)(ii), together with the next billing month in advance under (b)(i).
• (d) Sandbox. Activity in the sandbox environment is not charged.

4.3 Deactivation. You can deactivate a Customer ID at any time through the API or your account. Access ends immediately. No fees are charged for the Customer ID from the next Billing Day. Fees already invoiced or due for the current billing month remain due, are not pro-rated and are not refunded.

4.4 Free trial. Nembol’s free trial (Section 5 of the ToU) is not available to Reseller Customers, and Section 5 of the ToU does not apply to them. Fees for a Reseller Customer accrue from the activation of its Customer ID on a paid plan, as set out in Section 4.2. You may offer your Reseller Customers a trial of your own, at your own cost; Nembol’s fees remain payable from activation. Referral Customers, who pay Nembol directly, are eligible for the free trial under Section 5 of the ToU.

4.5 Taxes. Fees exclude taxes. You are responsible for all taxes on fees owed to Nembol and for collecting and remitting taxes on your own sales to Partner Customers.

4.6 Failed payment. If a payment fails, Nembol will notify you and retry. If the amount remains unpaid 7 days after notice, Nembol may suspend your API access and all Customer IDs linked to you until payment is made. Suspension does not by itself delete any data. If the amount remains unpaid 30 days after suspension begins, Nembol may terminate these Partner Terms, and Sections 8.3 (continuity) and 8.4 (deletion or return of data) then apply.

4.7 Your pricing. You are solely responsible for the prices you charge your Reseller Customers, and for collecting them. You owe the fees in this Section whether or not your Reseller Customers pay you.

5) Your responsibilities

5.1 Customer contracts. Before activating a Customer ID for a Reseller Customer you must have an agreement with that Reseller Customer that contains at least the terms in Schedule A. You are responsible for the acts and omissions of your Reseller Customers in connection with the Services as if they were your own. Referral Customers contract with Nembol directly under the ToU.

5.2 Support. You provide first-line support to your Partner Customers. Nembol provides second-line support to you only, as set out in Schedule B. You will not ask Partner Customers to contact Nembol directly, except where these Partner Terms or the law require.

5.3 Customer information. For each Reseller Customer you must give Nembol (and keep accurate) its legal name, country and a contact email address. Nembol uses this information for security and compliance checks and, only in the cases in point 7 of Schedule A, to contact the Reseller Customer. Nembol will not use it for marketing or sales.

5.4 Channels. Each Partner Customer must create and control its own account on each Channel. You must ensure each Partner Customer authorizes the connection and complies with each Channel’s terms. A Channel may change or restrict access at any time.

5.5 Compliance. You must comply with the law, with the ToU provisions that apply to Users (as if you were a User), and with Nembol’s reasonable written security requirements. You must tell Nembol promptly if you become aware of misuse of the Services or of a security incident affecting Credentials.

5.6 Data protection. You must comply with Part B of the DPA, including informing Partner Customers that Nembol acts as sub-processor.

6) Service levels and support

Nembol will provide the Services and support at the service levels in Schedule B. The service credits in Schedule B are your sole and exclusive remedy for any failure to meet those service levels.

7) Suspension

7.1 Nembol may suspend your API access, or the Customer ID of any Partner Customer, immediately and without prior notice where reasonably necessary: (a) to protect the security or integrity of the Services; (b) because of suspected misuse, fraud or breach of the ToU or these Partner Terms; (c) to comply with law, a request from a court or authority, or a requirement or request made by a Channel under its terms or policies, in which case Nembol will limit the suspension to the affected Channel connection or Customer ID where practicable; or (d) for non-payment under Section 4.6.

7.2 Where practicable Nembol will limit the suspension to the affected Customer ID and notify you promptly.

8) Term, termination and continuity

8.1 These Partner Terms start when you first use Nembol’s partner function, including the sandbox, and continue until terminated. No signed document is required: by using the partner function, you accept these Partner Terms.

8.2 You may terminate at any time by deactivating all Customer IDs, cancelling your Qualifying Plan subscription under Section 3 of the ToU and notifying Nembol in writing. Cancelling or downgrading your Qualifying Plan ends your production API access when the subscription ends and is treated as termination under this Section 8. Nembol may terminate for convenience on 90 days’ written notice, and immediately for material breach, non-payment that remains unremedied after notice, or where required by law or by a Channel.

8.3 Continuity. If these Partner Terms end, or you stop paying, for 60 days afterwards (or until the Partner Customer moves to a direct plan, if sooner) Nembol will keep the Reseller Customers’ data available and may: (a) contact the Reseller Customers directly, using the contact data you provided under Section 5.3, to explain what has happened; and (b) offer them a direct plan on Nembol’s ToU and DPA (Part A). You agree that Nembol may do so, and you will include the corresponding terms in your contracts (Schedule A).

8.4 After that period, Nembol will delete or return Partner Customer data as set out in Part B of the DPA.

8.5 Sections 4 (for fees accrued), 9, 10, 11, 12 and 13 survive termination.

9) Confidentiality

Each Party will keep confidential the other’s non-public information received in connection with these Partner Terms, including Credentials, non-public documentation, and non-public pricing, and use it only for these Partner Terms. This does not apply to information that is public through no fault of the recipient, was lawfully known to or independently developed by the recipient, or must be disclosed by law.

10) Warranties and liability

10.1 Section 19 (No Warranties) and Section 21 (Indemnity/Limitation of Liability) of the ToU apply to the Partner Terms, subject to Schedule B. Nothing in these Partner Terms excludes or limits any liability that cannot be excluded or limited by law.

10.2 You will defend, indemnify and hold harmless Nembol, its affiliates and their personnel from claims, losses and expenses (including reasonable attorneys’ fees) arising from: (a) claims by your Partner Customers or their buyers relating to the Services, your products or your services; (b) your breach of Schedule A, of Section 5, or of Part B of the DPA; or (c) your products or content, or those of your Partner Customers, that infringe third-party rights or breach the law.

11) Changes

Nembol may update these Partner Terms by giving at least 60 days’ notice to your account email. Shorter notice may apply where a change is required by law, by a Channel or for security reasons. If a change materially and adversely affects you, you may object by written notice within 30 days of Nembol’s notice. If you object, the current terms continue to apply to you for 90 days after Nembol’s notice, after which either Party may end these Partner Terms without penalty and Section 8.3 (continuity) applies. Changes to Plan Prices follow Section 4.1, changes to the API follow Section 29.5 of the ToU and Schedule B, and changes to the DPA follow the DPA’s own notice provisions.

12) Notices

Notices to you go to the email address registered in your account. Notices to Nembol go to hello@nembol.co.uk.

13) Governing law

Section 22 of the ToU (California law and the stated courts) applies to these Partner Terms.

14) General

These Partner Terms, the ToU, the Privacy Policy and the DPA are the entire agreement on their subject. You may not assign these Partner Terms without Nembol’s written consent. Nembol may assign them to an affiliate or a successor to its business. If a provision is unenforceable the rest remains in force, and a failure to enforce is not a waiver.

Schedule A. Required terms for Partner Customers

This Schedule applies to Reseller Customers only. Referral Customers contract with Nembol directly.

Before activating a Customer ID for a Reseller Customer, your agreement with that customer must include, in substance, the terms below. You may add others. In this Schedule, “the Partner Customer” means the Reseller Customer.

Nembol asks to be identified as a service provider for legal reasons only, not for marketing. You do not need to mention Nembol in your marketing or display its name or brand in your products.

1. Identification of Nembol. The Services are provided with technology from Nembol Inc., a service provider to you. Your Partner Customer’s contract is with you.
2. Nembol ToU provisions. The Partner Customer agrees to comply with Sections 4, 7, 8, 12, 13, 14, 15, 17, 18(b), 19, 20, 21, 24 and the second paragraph of Section 28 of Nembol’s ToU (as published and updated from time to time), as if it were a User, and agrees that Nembol may enforce them directly against it. Nembol may be a third-party beneficiary of this clause.
3. Suspension. Nembol may suspend or restrict the Partner Customer’s access for breach, security, legal reasons or at a Channel’s request, as the ToU and these Partner Terms allow.
4. Support and claims. The Partner Customer will look to you, not Nembol, for support, billing, cancellations and refunds. Nembol’s liability to the Partner Customer is excluded and limited to the same extent as in Section 21 of the ToU.
5. Channel accounts. The Partner Customer creates and controls its own Channel accounts, authorizes the connection, and complies with each Channel’s terms.
6. Data protection. The agreement includes a data processing agreement meeting Article 28 GDPR (or equivalent law) which: (a) lets you act as processor for the Partner Customer; (b) authorizes Nembol Inc. (United States) as sub-processor on terms no less protective than Part B of Nembol’s DPA; (c) discloses that Nembol is a sub-processor and refers to the transfer safeguards described in Nembol’s Privacy Policy and DPA; and (d) confirms that the Partner Customer remains responsible for informing its own buyers about the processing.
7. Contact and continuity. Nembol will contact the Partner Customer directly if, and only if: (a) your relationship with Nembol ends, including for non-payment, in which case Nembol may explain what has happened and offer the Partner Customer a direct plan (Section 8.3 of the Partner Terms); or (b) the law requires it, for example because of a personal data breach or a request from a court or authority. The Partner Customer agrees to be contacted in these cases, using the contact details you provide. Nembol will not otherwise contact the Partner Customer, including for marketing or sales.
8. Data retention. When the Customer ID is deactivated or the Partner Terms end, Nembol will delete or return the Partner Customer’s data as set out in Part B of Nembol’s DPA.
9. Sanctions. The Partner Customer is not in an embargoed country or on the U.S. Treasury Department’s Specially Designated Nationals list.

Schedule B. Service levels

These are service levels for Partners under the Reseller Model, and they apply to the live (production) environment only, not to the sandbox. Sections 19 and 21 of the ToU otherwise apply.

1. Availability target. Nembol will use commercially reasonable efforts to make the API available at least 99.5% of the time in each calendar month (“Availability”). Availability = (total minutes in the month − minutes of Downtime) ÷ total minutes in the month. “Downtime” means minutes in which the API is unavailable according to Nembol’s monitoring.

2. Exclusions. Downtime does not include time when the API is unavailable or degraded because of: (a) scheduled maintenance announced at least 48 hours in advance, up to 8 hours per month; (b) emergency maintenance needed for security or stability; (c) outages, errors, rate limits or changes of any Channel or other third-party service; (d) your or your Partner Customers’ systems, networks or Credentials; (e) breach of the Partner Terms, misuse, or exceeding rate limits; (f) suspension under Section 7; (g) beta or preview features; or (h) force majeure.

3. Service credits. If Availability in a month falls below the target, you may claim a credit against the next invoice:

Credits are capped at 50% of the fees for the month, are not payable in cash and must be claimed within 30 days after the end of the month. Credits are your sole and exclusive remedy for failing to meet this Schedule.

4. Support. Support is second-line, for you only, by email at hello@nembol.co.uk, Monday to Friday, 9:00–17:00 Central European Time, excluding public holidays in Italy and California. Response targets (time to first reply, not resolution):

5. Changes to the API. Nembol will give at least 60 days’ notice by email, or through a developer notice on the website, of changes that break existing integrations. Nembol may shorten that period where needed for security, legal or Channel-related reasons. Nembol will keep each supported API version available for at least 6 months after announcing its deprecation, unless a shorter period is needed for those reasons.

6. Status information. Nembol will publish service status and planned maintenance at nembol.com/api.