Terms and Conditions

1. Definitions and Interpretation

In these Terms, the following definitions apply:

• "Account" means the user account created by you to access the Services.
• "Affected Billing Cycle" means the billing period (e.g. calendar month or annual term) to which a cancelled, reversed, or refunded payment relates.
• "Consumer" means a natural person who is acting for purposes outside his or her trade, business, craft, or profession, within the meaning of Directive (EU) 2011/83 and applicable national law.
• "Business User" means any user who is not a Consumer (including undertakings, professionals, and public authorities).
• "Digital Product Passport" or "DPP" means the digital record and associated data made available through the Services in accordance with applicable EU regulations (including Regulation (EU) 2024/1781 on ecodesign and delegated acts thereunder).
• "Passport" means a single DPP record created, published, or managed via the Services.
• "Revoke" or "Revocation" means the withdrawal of a Passport from active resolution, so that it is no longer offered as a valid or resolvable DPP, without prejudice to any retention obligation under law.
• "Services" means the TraceAPI platform, website, application programming interfaces (APIs), dashboard, and all related digital services supplied by TraceApi LLC.
• "Subscription" means the paid access plan selected by you, subject to the billing cycle and fees set out in the order or pricing applicable to you.

References to "you" and "your" mean the natural or legal person entering into the contract for the Services. "We", "us", and "TraceAPI" mean TraceApi LLC.

2. Scope, Acceptance, and Pre-contractual Information

These Terms constitute the entire agreement between you and TraceApi LLC governing the supply of the Services. By creating an Account, placing an order, or using the Services, you accept these Terms and confirm that you have the authority to bind yourself or the entity you represent. Where you act as a Consumer, you are informed that the contract is concluded when we accept your order or when you begin using the Services, whichever is earlier, and that you may be entitled to a right of withdrawal under applicable law (see Section 4 and Section 12).

The Services are supplied in accordance with these Terms, our Privacy Policy, and, where relevant, our Data Processing Agreement (DPA). In the event of conflict between these Terms and any order form or other document, these Terms prevail unless the order form expressly states otherwise and is signed by both parties.

3. Description of the Services

TraceAPI supplies a Software-as-a-Service (SaaS) platform enabling the creation, management, publication, and resolution of Digital Product Passports (DPPs) in conformity with applicable EU legislation, including Regulation (EU) 2024/1781 on ecodesign for sustainable products and sectoral acts such as Regulation (EU) 2023/1542 concerning batteries. The Services comprise in particular:

• ingestion and validation of Passport data via application programming interfaces (APIs);
• public and authenticated resolution of Passports (including via QR codes and web links);
• interactive dashboard and data-editing functionalities, subject to an active Subscription;
• secure storage and long-term availability of published Passport data as set out in Section 4.

The scope and features of the Services may vary by plan. We reserve the right to modify the technical means of delivery of the Services provided that the essential characteristics of the Services are not materially altered to your detriment.

4. Data Persistence and Subscription Requirements

4.1 Data persistence. For all Passports that have been successfully published through the Services, TraceAPI undertakes to ensure data persistence for a minimum period of ten (10) years from the date of publication. During this period, published Passport data shall be retained and remain resolvable in accordance with the technical and access rules of the Services, in line with regulatory and sustainability commitments applicable to DPPs.

4.2 Active subscription required for full access. Access to the interactive dashboard and to data-editing features is conditional upon an active, paid Subscription. If your Subscription is or becomes inactive and remains inactive for a continuous period exceeding twenty-four (24) months, TraceAPI reserves the right to place the associated account and Passport data in an "Archive-Only" state. In Archive-Only state, Passport data continues to be stored and remains publicly resolvable in read-only form, but dashboard access and editing capabilities are suspended until a valid Subscription is restored.

5. Free Trial, Cancellation, Refund, and Revocation of Passports

5.1 Free trial. Where we offer a free trial, you may use the Services during the trial period without payment. If you do not convert to a paid Subscription (or otherwise make an economic commitment) and you end or we end the trial, all Passports created or published during the trial shall be treated as no longer covered by any commitment. In that case, TraceAPI is entitled to Revoke those Passports (i.e. to mark them as revoked and to cease making them available for resolution).

5.2 Cancellation with refund or exercise of right of withdrawal. If you cancel your Subscription, exercise a statutory right of withdrawal (e.g. diritto di recesso, Widerrufsrecht, or equivalent under Directive 2011/83/EU or national consumer or distance-selling law), or otherwise obtain a refund in respect of a given billing period, TraceAPI shall Revoke only those Passports that were created or published during the Affected Billing Cycle. Passports created or published during billing cycles that have been fully paid and not refunded shall remain active and resolvable. By way of example: if you have paid for three consecutive billing cycles and in the fourth cycle you cancel or receive a refund, only Passports created or published during that fourth cycle shall be Revoked; Passports from the first three cycles are not affected.

5.3 Effect of Revocation. A Revoked Passport shall no longer be publicly resolvable or offered as an active DPP. The limitation in Section 5.2 ensures that Revocation is proportionate to the economic commitment actually withdrawn and that only the period for which payment was reversed is treated as not covered by the Subscription.

6. Account, Eligibility, and Your Obligations

You must be at least 18 years of age (or the age of majority in your jurisdiction) and have full legal capacity—or, if acting on behalf of an undertaking, the authority to bind that undertaking—to accept these Terms. You are responsible for the accuracy of the information you provide and for maintaining the confidentiality of your Account credentials. You are liable for all use of the Services under your Account and must notify us without undue delay of any unauthorised access or use.

7. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Upload false, misleading, or fraudulent passport or supply chain data
• Violate any applicable law, including EU regulations governing DPPs and data protection (e.g., GDPR)
• Attempt to gain unauthorized access to our systems, other tenants' data, or third-party infrastructure
• Use the Services in a manner that could impair, overload, or harm the platform or other users
• Resell or sublicense access to the Services without our prior written consent

We may suspend or terminate your access with immediate effect if we reasonably consider that you have breached these Terms or the acceptable use standards above. Where the breach is remediable, we may first require you to remedy it within a reasonable period.

8. Data Ownership and Processing

You retain all intellectual property rights and other ownership rights in the content and data you upload to the Services (including Passport payloads and supply-chain information). By using the Services, you grant TraceAPI a non-exclusive, worldwide, royalty-free licence to host, store, process, display, and make available your data solely as necessary to perform the Services and our obligations under these Terms and the DPA. Processing of personal data is described in our Privacy Policy and, where applicable, our DPA.

9. Price, Payment, and Invoicing

9.1 The price for the Subscription and any other charges are as set out in the order form, the applicable pricing page, or as otherwise agreed in writing. All prices are stated in the currency indicated (e.g. EUR, USD). Unless otherwise stated, prices are exclusive of value-added tax (VAT) and other applicable taxes; you are responsible for any VAT or similar charges due in your country of establishment or as required by law.

9.2 Payment is due in accordance with the billing cycle (e.g. monthly or annually in advance). We may change the price upon at least thirty (30) days' prior notice; the new price applies from the start of the next billing cycle. If you are a Consumer and we increase the price, you may terminate the contract before the new price takes effect. Continued use after the effective date of a price change constitutes acceptance of the new price.

9.3 Failure to pay amounts when due may lead to suspension of the Services and, after the period referred to in Section 4.2, to the application of the Archive-Only state. We reserve the right to charge interest on late payments at the rate permitted by applicable law.

10. Duration, Renewal, and Ordinary Cancellation

10.1 The contract runs for the initial term specified in your order (e.g. one month or one year) and, unless terminated by either party by notice before the end of the current term, renews automatically for successive periods of the same length. You may cancel the Subscription at any time before the end of the current billing cycle; the cancellation takes effect at the end of that cycle. We may terminate the contract by giving at least thirty (30) days' notice to the end of the current billing cycle, or immediately in case of material breach or non-payment.

10.2 Where you cancel in accordance with this Section 10 (and not under a right of withdrawal or with a refund), Passports already published and paid for remain subject to Section 4.1 (data persistence). Revocation under Section 5 applies only where a refund is granted or a right of withdrawal is exercised in respect of an Affected Billing Cycle.

11. Right of Withdrawal (Consumers in the EEA and UK)

If you are a Consumer and the contract is concluded at a distance (e.g. online), you may have a statutory right to withdraw from the contract within 14 days of conclusion without giving reasons (e.g. under Directive 2011/83/EU or the UK Consumer Contracts Regulations 2013). If you exercise this right, we will reimburse all payments received from you without undue delay and in any event within 14 days of being informed of your decision. Reimbursement will be made using the same means of payment as you used, unless you expressly agree otherwise.

By accepting these Terms, you are informed that if you request the supply of the Services to begin during the withdrawal period, you will lose your right of withdrawal once we have fully performed the contract. You may also lose the right of withdrawal where the performance has begun with your prior express consent. If you withdraw and we have already begun performance, you shall pay an amount proportionate to what has been supplied up to the time you informed us of withdrawal. The consequences for Passports (Revocation limited to the Affected Billing Cycle) are set out in Section 5.

To exercise the right of withdrawal, you must inform us of your decision by an unequivocal statement (e.g. by email to legal@gettraceapi.com). You may use the model withdrawal form provided by the European Commission or your national implementing legislation if available.

12. Intellectual Property

TraceAPI and its licensors retain all right, title, and interest in and to the Services, including the platform, APIs, software, user interface, design, and documentation. No licence or right to use our intellectual property is granted to you except as strictly necessary to use the Services in accordance with these Terms. You shall not copy, modify, reverse-engineer, or create derivative works from the Services except to the extent permitted by mandatory law.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRACEAPI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE IN ALL CIRCUMSTANCES. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND REGULATORY COMPLIANCE OF THE PASSPORT DATA AND OTHER CONTENT YOU SUBMIT. NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR FRAUD, WILFUL MISCONDUCT, DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRACEAPI AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TRACEAPI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If you are a Consumer, the above limitation applies only to the extent permitted by the mandatory provisions of your country of residence. Nothing in these Terms affects your statutory rights as a Consumer.

15. Termination and Effect

Either party may terminate the contract as set out in Section 10. We may also suspend or terminate your access immediately for material breach, non-payment, or where required by law. Upon termination, your right to use the Services ceases. Data deletion and return are governed by our DPA. Published Passports may remain stored for the 10-year persistence period under Section 4.1 or as required by law. Revocation of Passports following free-trial cancellation or cancellation with refund is governed by Section 5.

16. Governing Law and Jurisdiction (International)

These Terms are governed by the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflict of law rules. Subject to the paragraphs below, any dispute arising out of or in connection with these Terms or the Services shall be submitted to the exclusive jurisdiction of the state or federal courts located in Philadelphia County, Pennsylvania.

Mandatory law. Nothing in these Terms excludes or limits the application of mandatory provisions of the law of your country of residence or place of business that cannot be contractually derogated from (e.g. consumer protection, data protection, or unfair contract terms). Where such mandatory law applies, it prevails to the extent of any conflict with these Terms.

Consumers in the EEA and UK. If you are a Consumer habitually resident in the European Union, the European Economic Area, or the United Kingdom, you benefit from the mandatory consumer protection provisions of your country of residence, and you may bring proceedings in the courts of your country of residence. We may bring proceedings only in the courts of your country of residence unless you have chosen to bring proceedings in Pennsylvania.

Consumers and users elsewhere. If you are a Consumer or otherwise benefit from mandatory jurisdiction or consumer-protection rules in another country (e.g. outside the EEA and UK), the courts of your country of residence or the mandatory law of that country may apply to the extent required by local law; nothing in these Terms removes such rights where they cannot be waived by agreement.

17. Amendments to the Terms

We may amend these Terms from time to time. We will give active customers reasonable notice of material changes (e.g. by email or a prominent notice in the Services), specifying the effective date. Your continued use of the Services after that date constitutes acceptance of the amended Terms. If you do not agree to the amendments, you may terminate the contract before the effective date. If you are a Consumer and the amendment is to your significant disadvantage, we will draw your attention to your right to terminate.

18. Severability, Entire Agreement, Waiver

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. These Terms, together with the Privacy Policy and the DPA (where applicable), constitute the entire agreement between you and TraceAPI in respect of the Services and supersede any prior agreements or understandings. No failure or delay by either party to exercise any right under these Terms shall operate as a waiver thereof.

19. Consumer and Mandatory Law (International)

If you are a Consumer (whether in the EEA, the UK, or any other country), nothing in these Terms shall exclude or limit your rights under the mandatory provisions of the law of your country of residence that cannot be waived by contract. That includes, where applicable, EU Directives 2011/83 and 2019/770 and national implementing legislation, and equivalent consumer or digital-service rules in other jurisdictions. Where any provision of these Terms is inconsistent with such mandatory law, the mandatory law shall prevail to the extent of the inconsistency.

20. Contact and Complaints

For any questions regarding these Terms, the Services, or to exercise your rights (including the right of withdrawal), please contact us at:

If you are a Consumer in the European Union, you may use the European Commission's online dispute resolution (ODR) platform to submit a complaint: https://ec.europa.eu/consumers/odr. We are not obliged to participate in alternative dispute resolution procedures but will consider any complaint in good faith.