Terms and Conditions

These Terms and Conditions (“Terms”) govern the use of the SoMerch website, platform, applications, integrations, ChatGPT App, Model Context Protocol (“MCP”) services, the SoMerch integration for monday.com, and related functionality, as well as the purchase of products and services from Prisma Ltd., operating under the SoMerch brand (“SoMerch,” “we,” “us,” or “our”).

By using the SoMerch website, platform, application, ChatGPT App, MCP tools, the SoMerch integration for monday.com, or another authorized integration, requesting a quote, submitting project information, approving a mockup, configuring or executing a workflow, placing an order, or otherwise engaging our services, you agree to these Terms.

1. Company Details

SoMerch is owned and operated by:

Prisma Ltd.
A company registered in the Republic of Bulgaria

Registered office:
23A Dimitar Konstantinov Street
Pleven, Bulgaria

Principal operational office and correspondence address:
32 Vranya Street
Banishora, 1233 Sofia
Bulgaria

Email: [email protected]

Prisma Ltd. operates its corporate merchandise services under the SoMerch brand.

2. Scope and Business Use

These Terms apply to:

• the use of the SoMerch website and product catalog;
• the SoMerch platform and applications;
• the SoMerch ChatGPT App and MCP services;
• the SoMerch integration for monday.com;
• other integrations and interactive components operated by SoMerch;
• workflows, actions, triggers, webhook subscriptions, and other integration functionality;
• inquiries, product searches, merchandise plans, quote requests, quotes, mockups, proposals, orders, shipments, deliveries, and related communications;
• product sourcing, curation, customization, printing, production, quality control, kitting, packaging, warehousing, fulfilment, and shipping; and
• any other products or services described in an applicable quote, proposal, order confirmation, or written agreement.

SoMerch operates primarily in a business-to-business context. Our commercial products and services are intended for companies, organizations, professionals, and persons acting on behalf of a business or organization.

If mandatory law grants rights that cannot lawfully be excluded or limited, nothing in these Terms excludes or limits those rights.

3. SoMerch Website, Platform, Applications, and Integrations

SoMerch may make functionality available through its website, web platform, mobile or desktop applications, ChatGPT App, MCP server, interactive components, application programming interfaces, monday.com integration, and other authorized integrations.

Available features may include:

• searching and browsing products;
• viewing product details and images;
• creating preliminary merchandise plans;
• comparing products and project options;
• requesting quotes or support;
• managing approved projects, orders, stock, fulfilment, shipments, or deliveries;
• creating or updating shipment-related workflows;
• receiving order, shipment, status, or tracking information through authorized integrations; and
• other functionality made available by SoMerch from time to time.

Features may differ by platform, country, account type, project, integration, or third-party service. The availability of a feature does not mean that every product, service, workflow, or delivery option is available for every customer or destination.

4. SoMerch ChatGPT App and MCP Services

The SoMerch ChatGPT App allows users to interact with selected SoMerch services within ChatGPT. The App may communicate with SoMerch through a remote MCP server and may use interactive components to present products, project options, assumptions, warnings, or quote-request functionality.

The App may allow users to:

• search the published SoMerch product catalog;
• retrieve details about selected products;
• compare products and preliminary prices;
• create preliminary onboarding, event, gifting, office, campaign, or other merchandise plans;
• assess projects against quantities, budgets, destinations, preferences, and deadlines;
• view interactive project-plan options; and
• submit a quote request after review and explicit confirmation.

The ChatGPT App is a planning and inquiry channel. Unless expressly stated otherwise in writing by SoMerch, it does not place orders, reserve stock, confirm production capacity, guarantee delivery, or process payments.

5. Relationship with OpenAI, monday.com, and Other Third-Party Platforms

The SoMerch ChatGPT App, SoMerch monday.com integration, and other SoMerch integrations are developed and operated by Prisma Ltd. under the SoMerch brand.

They are not developed, operated, endorsed, certified, or guaranteed by OpenAI, monday.com, or another third-party platform unless expressly stated by that provider.

OpenAI provides the ChatGPT platform through which the SoMerch ChatGPT App may be accessed. Your use of ChatGPT, your ChatGPT account, and OpenAI’s processing of information are governed by OpenAI’s own terms, policies, product settings, and service availability.

monday.com provides the monday.com platform through which the SoMerch monday.com integration may be installed, configured, or used. Your use of monday.com, your monday.com account, workspaces, boards, permissions, subscription, and monday.com’s processing of information are governed by monday.com’s own terms, policies, product settings, and service availability.

SoMerch does not control:

• the general operation or availability of ChatGPT or monday.com;
• third-party account access or subscription terms;
• the storage or presentation of information within third-party platforms;
• changes made by OpenAI, monday.com, or another provider to its platform, interfaces, APIs, policies, limits, pricing, or technical requirements;
• permissions, account roles, or access rights managed by third-party platforms; or
• the operation of other third-party platforms through which SoMerch functionality may be accessed.

References to ChatGPT, OpenAI, monday.com, or another third-party platform do not imply a partnership, endorsement, agency relationship, or joint venture unless expressly agreed in writing.

6. SoMerch Integration for monday.com

6.1 Purpose of the integration

The SoMerch integration for monday.com allows authorized business users to connect a SoMerch account to monday.com and use selected SoMerch functionality within monday.com workflows.

Depending on the features available at the relevant time, users may be able to:

• connect an authorized SoMerch account;
• select an existing SoMerch order;
• select products contained in that order;
• specify quantities, sizes, or product variants;
• map monday.com board values to recipient or shipment fields;
• create shipments in SoMerch;
• receive shipment identifiers or status information;
• receive workflow events when shipment status changes;
• receive or use tracking information; and
• combine SoMerch functionality with other monday.com workflow actions.

6.2 Workflow actions may have operational effects

Users acknowledge that some monday.com workflow actions are not merely informational.

Where a workflow is configured to create a shipment or perform another operational action, successful execution may create a real record in SoMerch and may initiate or contribute to fulfilment, warehousing, delivery, communication, or other operational processes under an existing SoMerch customer relationship or confirmed order.

The user is responsible for reviewing the workflow configuration before activation and ensuring that:

• the correct SoMerch account and order are selected;
• the correct products, quantities, sizes, and variants are selected;
• recipient and delivery information is accurate;
• the user is authorized to initiate the relevant action;
• the workflow does not exceed applicable stock, quantity, budget, procurement, or internal authorization limits; and
• the workflow complies with the customer’s internal policies and applicable law.

Deactivating, deleting, or modifying a workflow after it has successfully executed does not automatically reverse an order, shipment, fulfilment action, or other operation that has already been created in SoMerch.

6.3 Existing orders and shipment creation

Where the monday.com integration allows creation of a shipment, the integration operates in relation to an existing SoMerch order or other eligible fulfilment record.

Creating a shipment through monday.com does not by itself create a new commercial order, amend an existing quote, authorize additional production, or change agreed commercial terms unless expressly confirmed by SoMerch.

Shipment creation remains subject to:

• the applicable SoMerch order;
• available products and variants;
• available stock or quantities;
• valid recipient and delivery information;
• applicable fulfilment and shipping restrictions;
• the relevant commercial agreement; and
• any validation rules applied by SoMerch.

SoMerch may reject a workflow action where the requested shipment is invalid, unauthorized, unavailable, incomplete, inconsistent with the order, or otherwise cannot reasonably be processed.

6.4 Workflow triggers and shipment-status events

The integration may allow monday.com workflows to react to shipment-status changes or other events originating from SoMerch.

Event-based functionality may depend on webhook subscriptions or similar technical mechanisms. Users acknowledge that:

• events may not be delivered instantaneously;
• delivery may be delayed by network, provider, or platform conditions;
• third-party platforms may retry, delay, reject, or temporarily fail to process events;
• workflow execution may be affected by permissions, account configuration, rate limits, or third-party outages; and
• the status shown in SoMerch remains the authoritative SoMerch operational record where there is a discrepancy caused by synchronization delay.

6.5 Authentication and account connections

The monday.com integration may use OAuth or other authorized credential mechanisms to connect a SoMerch account.

Users must not:

• share integration credentials with unauthorized persons;
• attempt to access another organization’s SoMerch account, orders, shipments, or data;
• circumvent authentication, account restrictions, or permission controls; or
• submit passwords, access tokens, refresh tokens, signing secrets, API keys, or authentication codes into ordinary workflow fields.

SoMerch may reject, revoke, suspend, or require reauthorization of an account connection where necessary for security, legal compliance, account changes, credential expiry, suspected misuse, or technical reasons.

6.6 Workflow configuration and user responsibility

monday.com workflows are configured by the customer or its authorized users. SoMerch does not control how a customer structures its boards, maps fields, combines third-party actions, or grants monday.com permissions.

The customer is responsible for:

• determining which users may configure or activate workflows;
• maintaining appropriate monday.com workspace and board permissions;
• ensuring that mapped data is appropriate for the intended SoMerch action;
• testing workflows before relying on them for business-critical operations;
• reviewing workflow history and failures where appropriate; and
• maintaining suitable internal controls around automated fulfilment actions.

SoMerch is not responsible for an unintended result caused by an incorrectly configured workflow, incorrect field mapping, inaccurate source data, unauthorized monday.com user access, or another action outside SoMerch’s reasonable control.

6.7 Workflow retries and duplicate prevention

Third-party workflow platforms may retry requests when an action fails, times out, or appears not to have completed.

SoMerch may use workflow execution identifiers, idempotency controls, validation rules, or other technical measures to reduce the risk of duplicate shipment creation or duplicate operations.

These safeguards do not relieve the customer of its responsibility to monitor automated workflows and promptly report unexpected execution behavior.

6.8 Disconnecting and uninstalling the integration

Users may deactivate workflows, disconnect an authorized SoMerch account, or uninstall the integration using available monday.com or SoMerch controls.

Disconnecting or uninstalling the integration:

• may prevent future workflow actions from accessing SoMerch;
• may deactivate or remove active webhook subscriptions;
• does not automatically cancel or reverse shipments or other operations already created;
• does not automatically cancel an existing SoMerch commercial relationship or order; and
• does not remove records that SoMerch is required or independently authorized to retain.

Personal data and integration metadata are handled in accordance with the SoMerch Privacy Policy.

7. Our Services

SoMerch provides end-to-end corporate merchandise services, which may include:

• product sourcing and curation;
• concept development and branded mockups;
• sampling;
• custom product development;
• customization, printing, embroidery, engraving, and production;
• quality checks;
• kitting, inserts, and pack-ins;
• packaging;
• warehousing and stock handling;
• pick-and-pack fulfilment;
• shipping to one or multiple addresses;
• returns and delivery support where agreed; and
• project and order coordination.

The scope of each project is defined in the relevant quote, proposal, order confirmation, statement of work, or other written agreement.

8. AI-Assisted Recommendations

The SoMerch ChatGPT App and other SoMerch tools may use software-assisted or AI-assisted functionality to help identify products, organize information, and prepare preliminary merchandise plans.

AI-assisted results may depend on:

• the information provided by the user;
• the completeness and accuracy of available product data;
• published prices or estimated price information;
• known minimum quantities and lead times;
• product tags, collections, and categories;
• destination countries and requested deadlines; and
• other project criteria available at the time of the request.

AI-assisted recommendations may be incomplete, inaccurate, unavailable, or based on assumptions. They are provided as planning assistance only and must not be treated as a final product specification, final price, binding offer, stock confirmation, production approval, delivery commitment, legal advice, tax advice, customs advice, or procurement advice.

Before entering into an order, the client must review and confirm the final quote, products, quantities, specifications, artwork, pricing, taxes, delivery terms, and other relevant project details.

9. Product Information, Images, and Availability

We aim to keep product names, descriptions, images, specifications, colors, sizes, materials, branding methods, minimum quantities, prices, availability, and lead-time information accurate and useful.

However:

• product information may change without notice;
• images may differ from the physical product because of screens, lighting, production batches, materials, or photography;
• product colors and finishes may vary within normal commercial tolerances;
• published prices may be base prices or starting prices and may exclude branding, setup, packaging, fulfilment, VAT, duties, or shipping;
• supplier stock and production capacity may change before an order is confirmed; and
• a product appearing on the website or in an integration does not guarantee that it is immediately available in the requested quantity, color, variant, destination, or timeframe.

Final availability is confirmed only in writing by SoMerch as part of the applicable quote or order confirmation.

10. Quotes and Proposals

All quotes, proposals, pricing, lead times, product recommendations, availability information, cost calculations, and delivery estimates provided by SoMerch are non-binding until confirmed by us in writing.

A quote may change before final order confirmation due to:

• product or material availability;
• supplier pricing;
• exchange-rate movements;
• shipping, fuel, or carrier costs;
• duties, taxes, VAT, or customs-related charges;
• artwork specifications;
• branding or setup requirements;
• order quantities;
• product variants;
• requested deadlines;
• delivery destinations;
• recipient-address requirements; or
• other project changes.

Unless otherwise stated in writing, a quote is valid for the period stated in the quote or, if no period is stated, for a commercially reasonable period determined by SoMerch.

11. Preliminary Estimates and Assumptions

Prices, totals, cost-per-recipient calculations, budget-status indicators, and feasibility assessments displayed through the SoMerch ChatGPT App or another automated tool are preliminary estimates.

Such estimates may include only the cost elements for which reliable information is available. They may exclude:

• branding and setup costs;
• samples;
• custom packaging;
• kitting and inserts;
• warehousing;
• pick-and-pack fulfilment;
• multi-address handling;
• shipping and carrier surcharges;
• customs and duties;
• VAT or other taxes;
• rush-production charges; and
• other project-specific costs.

Missing or unavailable cost components are not included merely because they are displayed as zero, omitted, unknown, or requiring confirmation.

Descriptions such as “likely feasible,” “within budget,” “ready in 48h,” “estimated,” or similar language do not constitute a guarantee. Final pricing and feasibility depend on written confirmation by SoMerch.

12. Quote Requests Through the ChatGPT App or Other Integrations

Searching products or generating a merchandise plan does not automatically create a quote request.

A quote request is submitted only when the user:

• selects a plan or product option;
• provides the required business contact information;
• reviews the information to be submitted;
• consents to being contacted; and
• explicitly confirms the submission.

A submitted quote request may create a record in SoMerch’s business systems and notify the SoMerch team so that the request can be reviewed.

A quote request:

• is not an order;
• does not create a binding contract;
• does not reserve products or production capacity;
• does not fix or guarantee prices;
• does not guarantee a delivery date;
• does not authorize payment; and
• does not require SoMerch to accept the proposed project.

SoMerch may contact the user to verify requirements, request additional information, propose alternatives, or provide a formal quote.

Repeated submissions may be detected and combined or rejected in order to prevent duplicate requests or abuse.

13. Orders and Contract Formation

An order becomes binding only when, where applicable:

• the client has accepted the applicable quote or proposal;
• the client has provided all required order, billing, delivery, and recipient information;
• the client has approved the relevant mockup, artwork, specification, sample, or production file;
• the client has paid any required deposit or advance payment; and
• SoMerch has confirmed the order in writing.

A response generated by an AI system, ChatGPT, an MCP tool, an interactive component, monday.com workflow, or another automated interface does not by itself constitute written confirmation of a new commercial order by SoMerch.

Where a previously confirmed SoMerch order expressly permits fulfilment instructions or shipment creation through an authorized integration, a valid workflow action may create an operational shipment under that existing order without constituting a separate new order.

We reserve the right to refuse or cancel an order before production begins where necessary due to stock issues, pricing errors, suspected fraud, misuse, sanctions or legal restrictions, intellectual-property risk, technical infeasibility, delivery constraints, or other impracticability.

14. User Information and Instructions

The client or user is responsible for ensuring that all information supplied or mapped to SoMerch is accurate, complete, current, authorized, and lawful.

This includes:

• quantities;
• budgets;
• deadlines;
• destination countries;
• delivery addresses;
• recipient information;
• product selections and variants;
• workflow mappings;
• shipment instructions;
• branding instructions;
• company and contact details;
• tax and billing information; and
• project notes or special requirements.

SoMerch is not responsible for errors, delays, costs, failed deliveries, unintended workflow actions, or production issues resulting from incomplete, inaccurate, outdated, unlawful, unauthorized, or misleading information supplied by the client or user.

Users must not include passwords, authentication codes, access tokens, refresh tokens, API keys, payment-card information, government identifiers, health information, or other unnecessary sensitive information in project notes, quote requests, ordinary workflow fields, or ChatGPT App inputs.

15. Artwork, Files, and Client Materials

The client is responsible for ensuring that all logos, designs, trademarks, brand assets, text, instructions, images, recipient files, and other materials supplied to SoMerch are accurate, complete, lawful, and authorized for the intended use.

By sending artwork, data, or brand materials to SoMerch, the client confirms that it has all necessary rights, permissions, notices, consents, and licenses for their use, reproduction, customization, printing, storage, processing, and delivery.

SoMerch is not liable for claims, delays, or losses arising from:

• the client’s lack of rights in submitted content;
• inaccurate or incomplete files;
• low-resolution or technically unsuitable artwork;
• incorrect recipient or address files; or
• unlawful instructions or data supplied by the client.

16. Mockups and Approvals

Before production, SoMerch may provide digital mockups, visualizations, proofs, samples, or other approval materials.

The client must carefully review all approval materials, including:

• spelling and text;
• logos and artwork;
• colors;
• product selection;
• print or branding method;
• print position, orientation, size, and scale;
• quantities and variants;
• packaging;
• delivery details; and
• all other visible or stated specifications.

Client approval of a mockup, proof, sample, or production specification constitutes final approval for production. Once approved:

• the client accepts responsibility for the approved design and specifications;
• SoMerch may proceed to production based on the approved version; and
• subsequent changes may be impossible or may result in additional charges, delays, or both.

17. Approved Mockups, Production Accuracy, and Return Refusal

If a mockup, proof, sample, or production specification is approved by the client, and the final printed or produced items materially match that approved material or specification, SoMerch may refuse returns, refunds, chargebacks, or replacement requests based on matters that were visible in or reasonably inferable from the approved material.

This includes:

• artwork layout;
• logo size;
• print placement or orientation;
• text content;
• selected colors, subject to normal production tolerances;
• the product or variant chosen by the client; and
• the general visual outcome consistent with the approved mockup.

Approval means that the client has accepted the production-ready version. Minor deviations that fall within normal commercial and technical production tolerances do not make the order defective.

Digital mockups and AI-generated visualizations are visual guides and may not reproduce exact real-world color, texture, scale, substrate behavior, embroidery detail, print finish, material response, or product proportions.

SoMerch will assess complaints in good faith, but where the delivered goods conform to the approved mockup and agreed specification, returns may be refused.

18. Production Tolerances and Variations

The client acknowledges that customized merchandise production involves commercially reasonable tolerances and variations.

Unless expressly agreed otherwise in writing, the following do not automatically constitute defects:

• slight color variation between a screen preview, mockup, sample, and final product;
• minor positioning tolerances;
• slight batch-to-batch differences;
• variations caused by substrate, fabric, coating, texture, product shape, or print method;
• minor differences in embroidery, engraving, transfer, or print finish; and
• packaging differences that do not materially affect core functionality.

A quantity overrun or underrun of up to 5% of the ordered quantity is acceptable and does not constitute a defect, shortage, or grounds for rejection, refund, or cancellation, unless otherwise agreed in writing.

19. Samples

If samples are provided, they are indicative only unless expressly agreed in writing as production benchmarks.

Sample fees, branding costs, shipping costs, and lead times may apply. Approval of a sample may also serve as approval for the production characteristics represented by that sample.

Minor differences may occur between a sample and a later production batch because of material availability, manufacturing batches, production methods, or normal commercial tolerances.

20. Lead Times and Delivery Estimates

Any production, dispatch, fulfilment, or delivery timeframe communicated by SoMerch is an estimate unless expressly stated as binding in writing.

Lead times may begin only after all required conditions have been satisfied, including:

• final product selection;
• written order confirmation;
• receipt of technically suitable artwork;
• mockup or sample approval;
• receipt of recipient or address data where required; and
• receipt of any required deposit or advance payment.

Delays may occur because of:

• supplier stock issues;
• approval delays;
• client-side file or data issues;
• production failures or quality-control issues;
• customs processing;
• courier or freight delays;
• seasonal peak demand;
• third-party workflow or integration delays;
• force majeure events; or
• other events outside our reasonable control.

To the maximum extent permitted by law, SoMerch is not liable for indirect loss, missed events, or consequential damages caused by deviations from estimated lead times, unless otherwise agreed in writing.

21. Shipping, Risk, and Delivery

The applicable delivery model, carrier, destination, delivery term, and allocation of shipping costs will be defined in the quote, order confirmation, or other written agreement.

Unless otherwise agreed in writing, risk transfers to the client upon delivery or first delivery attempt, as applicable to the agreed fulfilment model.

The client is responsible for providing accurate and lawful delivery information, including information transmitted through authorized integrations.

Additional charges may apply for:

• failed delivery;
• re-delivery;
• address correction;
• remote-area or carrier surcharges;
• temporary storage;
• customs handling;
• duties and taxes;
• return to sender; or
• other costs caused by incorrect, incomplete, or unavailable delivery information.

For multi-address shipments, the client is responsible for the accuracy, lawfulness, and authorized provision of all recipient data and address files.

22. Inspection and Claims

The client must inspect delivered goods promptly upon receipt.

Any claim regarding shortages, visible damage, non-conformity, or other delivery issues must be submitted in writing to SoMerch within 5 business days after delivery and should include:

• the order reference;
• a clear description of the issue;
• the quantity affected;
• photographs or video where relevant;
• packaging and shipment evidence where relevant; and
• other supporting information reasonably requested by SoMerch.

SoMerch may reject claims that are:

• submitted late;
• unsupported by reasonable evidence;
• based on an approved mockup or specification that the goods materially match;
• within normal production tolerances;
• caused by misuse, poor storage, unauthorized modification, third-party handling, or wear and tear; or
• caused by inaccurate client instructions or data.

23. Returns, Remedies, and Refunds

Because SoMerch provides customized and business-focused merchandise services, returns are not accepted as a general rule for:

• custom-produced items;
• printed, embroidered, engraved, or branded goods;
• goods produced according to client-approved mockups or specifications;
• made-to-order products;
• personalized items; or
• products that cannot reasonably be resold.

Returns or remedies may be considered where SoMerch determines that:

• the wrong product was supplied;
• the goods contain a material production defect not consistent with the approved mockup or specification; or
• the issue is attributable to SoMerch and not to client approval, client-supplied files, incorrect data, normal tolerances, or third-party misuse.

Where a valid claim is accepted, SoMerch may choose, at its reasonable discretion, to:

• reprint;
• replace;
• repair;
• reperform the affected service;
• issue a credit note;
• provide a partial refund; or
• provide a full refund for the affected goods or services.

24. Storage, Warehousing, and Inventory

If SoMerch stores goods on behalf of the client, the applicable storage, receiving, handling, pick-and-pack, stock, insurance, aged-stock, return, and disposal conditions will be defined in the relevant quote, proposal, order confirmation, or commercial agreement.

At present, standard warehousing arranged by SoMerch may be offered without a separate storage charge unless otherwise agreed in writing.

SoMerch reserves the right to introduce or amend warehousing, handling, aged-stock, disposal, or related fees in the future, with prospective effect and subject to notice or updated commercial terms.

SoMerch may rely on inventory counts, SKU records, warehouse scans, and operational logs maintained in the ordinary course of business. The client must notify SoMerch promptly of any suspected discrepancy.

Unless otherwise agreed, SoMerch may request instructions regarding obsolete, slow-moving, damaged, or abandoned stock. Reasonable handling, return, recycling, or disposal charges may apply.

25. Prices, Taxes, Payment, and Integration Fees

Unless stated otherwise, all prices are quoted in the currency stated in the applicable quote or proposal.

VAT, duties, shipping, customs charges, packaging, fulfilment, setup charges, and ancillary costs may be excluded unless expressly included.

The client is responsible for all applicable taxes, duties, customs charges, and government fees connected with the project, except taxes imposed on SoMerch’s own income.

Unless otherwise agreed in writing, payment terms for merchandise orders are:

• 50% upfront; and
• 50% before dispatch.

SoMerch may, in selected cases, agree separate payment terms, delayed-payment arrangements, or credit limits under a separate contract or written commercial agreement.

Any deferred-payment structure, credit limit, and related condition may be subject to the evaluation, approval, limits, monitoring, or requirements of a third-party credit insurer or similar risk-assessment provider.

If SoMerch introduces a separate fee for access to an integration, application, subscription, or platform feature, the applicable price and billing conditions will be disclosed through the relevant platform, listing, commercial agreement, or other appropriate notice before the fee becomes payable.

Fees charged for software or integration access are separate from product, production, fulfilment, warehousing, shipping, or other merchandise-related charges unless expressly stated otherwise.

If payment is overdue, SoMerch may, to the extent legally permitted:

• suspend work;
• withhold production or shipment;
• pause the release of stored goods;
• suspend platform or integration functionality relating to the overdue account;
• cancel the order before production where permitted; and
• charge lawful interest and reasonable recovery costs.

26. Cancellation and Project Changes

Orders for customized or production-stage items cannot be canceled once production has started or binding third-party commitments have been made.

If the client requests cancellation before production begins, SoMerch may charge for work already performed or costs already incurred, including:

• design and mockup work;
• project management;
• sourcing time;
• sample costs;
• procurement commitments;
• setup costs;
• administrative work;
• shipping costs; and
• non-refundable third-party charges.

Changes requested after quote acceptance, approval, procurement, production scheduling, or fulfilment initiation may result in revised prices, additional charges, and delayed delivery.

27. Intellectual Property

All SoMerch materials, including website content, application content, branding, processes, software interfaces, integration logic, layouts, text, product-data presentation, proposals, mockup formats, planning logic, interactive components, and non-client-specific materials, remain the property of SoMerch or its licensors unless otherwise agreed in writing.

The client retains its rights in its own trademarks, logos, artwork, and other client-owned materials.

By providing client materials to SoMerch, the client grants SoMerch a limited right to use, reproduce, adapt, store, and share those materials only to the extent reasonably necessary to:

• prepare concepts, mockups, and samples;
• produce and deliver the requested products;
• manage approved suppliers and production partners;
• provide warehousing, fulfilment, integrations, and support; and
• perform the applicable contract.

No other transfer of intellectual property occurs unless expressly agreed in writing.

28. Acceptable Use

Users must not use the SoMerch website, platform, ChatGPT App, MCP services, monday.com integration, applications, or other integrations to:

• violate applicable law or the rights of another person;
• submit false, fraudulent, misleading, or impersonated quote requests or shipment instructions;
• upload infringing, unlawful, malicious, or unauthorized content;
• attempt unauthorized access to accounts, systems, plans, quotes, orders, stock, shipments, workflows, or data;
• extract private or non-public information;
• scrape, harvest, mirror, or bulk-download the catalog or service without written permission;
• circumvent rate limits, technical restrictions, access controls, permissions, or security mechanisms;
• interfere with service operation, availability, or performance;
• send malware, malicious code, or harmful payloads;
• attempt to obtain system instructions, credentials, secrets, private prompts, internal logs, signing secrets, access tokens, or confidential implementation details;
• use automated tools to submit excessive, duplicate, unauthorized, or abusive requests;
• configure a workflow to access or act on a SoMerch organization, order, shipment, or recipient record without authorization;
• misrepresent an affiliation with SoMerch, OpenAI, monday.com, or another party;
• use the service to facilitate prohibited, illegal, or regulated goods or activities; or
• use the service in a way that could damage SoMerch, its customers, suppliers, partners, or other users.

We may investigate suspected misuse and may suspend, restrict, revoke credentials, or terminate access where reasonably necessary for security, legal compliance, abuse prevention, or protection of our services and users.

29. External Links and Actions Outside Third-Party Platforms

The SoMerch ChatGPT App, monday.com integration, or other SoMerch interfaces may provide links to products, project pages, contact forms, documentation, tracking pages, or other pages on somerch.co.

Formal quotes, artwork exchange, account access, order confirmation, payment, invoicing, recipient-data collection, and other project steps may take place outside ChatGPT or monday.com through the SoMerch website, platform, email, or another approved channel.

Users should verify that they are interacting with an authorized SoMerch domain or contact before providing information.

The SoMerch ChatGPT App and monday.com integration do not intentionally request or process complete payment-card details. Where a payment provider is used, its services may be subject to separate terms and privacy information.

30. Availability, Changes, and Suspension

We aim to keep the SoMerch website, platform, applications, MCP server, monday.com integration, and other integrations available and reliable, but continuous, instantaneous, or error-free availability is not guaranteed.

Functionality may be temporarily unavailable, delayed, or changed because of:

• maintenance;
• security updates;
• technical failures;
• provider outages;
• changes to ChatGPT, monday.com, or another third-party platform;
• API, webhook, permission, rate-limit, or authentication changes;
• catalog or supplier changes;
• legal or policy requirements;
• service improvements; or
• events outside our reasonable control.

SoMerch may add, modify, restrict, suspend, replace, or discontinue features, tools, integrations, or services. Where a change materially affects an active paid order or contractual commitment, the applicable written agreement will govern.

31. Communications

SoMerch may contact users where reasonably necessary to:

• operate the website, platform, application, or integration;
• authenticate or troubleshoot an account connection;
• provide support;
• communicate about a workflow, quote, order, shipment, delivery, fulfilment, or payment;
• notify users of operational, technical, security, legal, or service-related matters;
• request information required to complete a service;
• resolve errors, failed workflow executions, delivery problems, or account issues; or
• otherwise perform a service requested by the user or customer.

Operational and service communications are not marketing communications and may be necessary to provide the requested service.

SoMerch may send marketing communications where permitted by applicable law and in accordance with its Privacy Policy.

Connecting the monday.com integration, installing an application, executing a workflow, or submitting a quote request does not automatically subscribe a user to marketing communications.

Users may opt out of marketing communications at any time using the unsubscribe mechanism provided or by contacting [email protected].

32. No Professional Advice

Product recommendations, project plans, delivery guidance, landed-cost estimates, tax references, customs information, sustainability attributes, workflow results, and other automated or general information provided through SoMerch are for commercial planning and operational purposes only.

They do not constitute:

• legal advice;
• tax or accounting advice;
• customs advice;
• regulatory or compliance advice;
• procurement advice;
• financial advice; or
• a guarantee that a product, workflow, or project satisfies a customer’s internal policies or legal obligations.

The client is responsible for obtaining appropriate professional advice and confirming its own procurement, tax, customs, employment, privacy, sustainability, automation, and regulatory requirements.

33. Limitation of Liability

To the maximum extent permitted by applicable law, SoMerch’s aggregate liability arising from a particular order or service is limited to the amount paid or payable to SoMerch for the relevant order or specific service giving rise to the claim.

To the maximum extent permitted by law, SoMerch is not liable for indirect, incidental, special, punitive, or consequential loss, including:

• lost profits;
• lost revenue;
• lost business;
• lost opportunity;
• reputational loss;
• missed events;
• loss caused by third-party platform unavailability;
• loss caused by delayed, failed, or incorrectly configured third-party workflows; or
• loss resulting from reliance on preliminary or AI-assisted estimates that were not confirmed in writing.

SoMerch is not liable for issues caused by:

• client-supplied materials;
• incorrect or incomplete instructions;
• incorrect recipient or address data;
• incorrect workflow mappings or configuration;
• actions initiated by an authorized user through a customer-controlled workflow;
• approved mockups or specifications that the final goods materially match;
• normal production tolerances;
• third-party carriers or platforms outside our reasonable control;
• unauthorized use of the client’s account or credentials caused by the client; or
• the client’s failure to review a quote, plan, workflow, mockup, or confirmation.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

34. Force Majeure

SoMerch is not liable for delay or failure to perform caused by events outside its reasonable control, including:

• natural disaster;
• fire or flood;
• war, terrorism, civil unrest, or government action;
• strike or labor disruption;
• transport or carrier disruption;
• epidemic or pandemic effects;
• customs restrictions;
• supplier failure;
• raw-material or product shortages;
• energy, internet, telecommunications, hosting, cloud, or infrastructure failure;
• cybersecurity incident not caused by our failure to apply reasonable security measures;
• failure or material change of a third-party platform, API, webhook, integration, or authentication service; or
• another event beyond our reasonable control.

Where reasonably possible, SoMerch will communicate material delays and seek practical alternatives.

35. Data Protection and Privacy

SoMerch processes personal data in accordance with its Privacy Policy.

Clients providing or transmitting personal data about employees, customers, event participants, gift recipients, or other persons, including through monday.com or another integration, are responsible for ensuring that they have a lawful basis and appropriate authority to provide that data to SoMerch.

Where required for a particular service, the parties may enter into additional data-processing terms.

Users are responsible for choosing which information to map from third-party platforms into SoMerch workflow fields and should provide only information that is reasonably necessary for the requested service.

36. Confidentiality

Each party must keep confidential any non-public commercial, technical, financial, pricing, project, security, credential, workflow, or operational information received from the other party.

Confidential information may be disclosed only:

• to personnel, professional advisers, suppliers, or service providers who need it for the relevant project and are subject to appropriate confidentiality obligations;
• where required to perform the agreed services;
• where the information is already lawfully public;
• with the other party’s permission; or
• where disclosure is required by law, court order, or competent authority.

37. Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Bulgaria, unless mandatory applicable law requires otherwise.

Any dispute arising out of or in connection with these Terms will be submitted to the competent courts of Bulgaria, unless the parties agree otherwise in writing or mandatory law provides otherwise.

38. Changes to These Terms

SoMerch may update these Terms to reflect changes to:

• its services or commercial model;
• the website, platform, applications, or integrations;
• ChatGPT, monday.com, or MCP functionality;
• workflow or automation functionality;
• legal or regulatory requirements;
• security practices;
• providers or delivery models; or
• other operational requirements.

The updated version will be published on this page with a revised effective date.

The version published on the website at the relevant time applies to general website, platform, application, and integration use.

For an active order, the version accepted or incorporated into the applicable quote, proposal, order confirmation, or written agreement applies unless otherwise agreed.

39. Contact and App Support

For questions about these Terms, a SoMerch quote, order, platform account, ChatGPT App, MCP tool, monday.com integration, workflow, or related service, contact:

Prisma Ltd.

Registered office:
23A Dimitar Konstantinov Street
Pleven, Bulgaria

Principal operational office and correspondence address:
32 Vranya Street
Banishora, 1233 Sofia
Bulgaria

Email: [email protected]

When reporting a technical problem, include the approximate date, the feature or workflow used, and any quote-request, order, shipment, or workflow reference available. Do not send passwords, authentication codes, access tokens, refresh tokens, signing secrets, API keys, or complete payment-card details.