Terms of business
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1. Parties and scope
1.1. These terms of business (the “terms”) form a binding agreement between:
- Cofinal, CVR 41289864, Rødovre Port 56, 1. 4, 2610 Rødovre, operating the service under the name Cofinal (“Cofinal”), and
- the business that creates an account and uses the service (the “merchant”).
1.2. The service is a business-to-business service intended for commercial use, for example sales through a webshop. The agreement is entered into for commercial purposes, and consumer-protection rules, including the right of withdrawal, do not apply. On signup the merchant confirms that the account is created for commercial purposes.
1.3. By accepting the terms in the portal when adding a payment method, the merchant accepts the terms. The service may only be used for the merchant’s own distribution, not for reselling the service itself.
1.4. Cofinal may amend the terms with at least 30 days’ notice by email. Material changes give the merchant the right to terminate the agreement with effect from the date the change takes effect. If the merchant continues to use the service after the effective date, the changes are deemed accepted.
1.5. Notices under the terms are sent to the merchant’s registered email address and/or shown in the portal. A notice is deemed received no later than 24 hours after dispatch. All time limits in the terms run from the relevant notice under this section.
1.6. These terms are drawn up in Danish and English. In case of discrepancy between the language versions, the English version prevails — including for Annex 1 (the data processing agreement).
2. Definitions
- cofinal.io: the website cofinal.io, including all pages under it.
- Goods: the merchant’s products, which Cofinal receives, stores, picks, packs and dispatches.
- Services: receiving and inspection (QC), storage, pick and pack, booking of carriage with a carrier, handling of returns, and disposal of goods on request.
- Shopify store: the webshop the merchant operates which the merchant has connected to Cofinal.
- Inbound shipment: an inbound delivery of goods announced in advance in the portal, describing the contents in goods and quantities.
- Cut-off: 15:00 on weekdays. An order placed after 15:00 is dispatched the next weekday; if placed after 15:00 on Friday, it is dispatched on Monday. For manual submission cut-off is 3 hours earlier, and the submission time applies instead of the order time.
- Fees: all amounts paid to Cofinal for all services, including order handling, storage, freight and returns handling.
3. Scope of the services
3.1. Cofinal receives the merchant’s goods, stores them, picks and packs orders, and books shipment with a carrier through a freight platform system. The service further comprises stock updates in the merchant’s Shopify store and handling of returns. Cofinal may replace the freight platform and carrier with immediate effect.
3.2. Cofinal is not a carrier, freight forwarder, insurer, customs adviser or importer. Physical carriage is performed by the carrier on the carrier’s terms. Cofinal is not responsible for Shopify’s platform, including operation, errors or changes at Shopify.
3.3. The service is a contract between businesses. The merchant is itself responsible towards its customers (consumers), including after-sales obligations, the right of withdrawal and product requirements.
4. The merchant’s obligations
4.1. Correct information. The merchant is responsible for all information Cofinal receives from the merchant or the merchant’s Shopify store being correct and complete — including barcodes, recipient addresses and other order and product data. Cofinal is entitled to rely on the information. Errors and their direct and indirect consequences are the merchant’s responsibility.
4.2. Binding instructions in the portal. Actions the merchant takes in the portal are binding instructions to Cofinal. This includes resolution of unknown goods, where the merchant links a received item to a specific SKU. Cofinal carries out the action according to the instruction and is not liable for errors stemming from an incorrect instruction.
4.3. Dimensions and weight. The rates depend on the dimensions and weight of the goods. Cofinal measures and weighs the goods on receipt, and the recorded dimensions are the binding basis for invoicing. A product’s group determines the unit price; pricing follows the current rates at cofinal.io/pricing. Goods that fit no group are oversize: Cofinal stores them, but they are not offered for sale in the Shopify store, and the merchant can have them disposed of under section 6.4.
4.4. Legality and rights. The merchant guarantees that the goods are lawfully manufactured and acquired and may lawfully be imported, stored, sold and shipped in Denmark and the destination country; that the merchant owns the goods and the rights to them, including intellectual property rights; and that goods, packaging and marketing comply with all legislative requirements, including product requirements and labelling.
4.5. Prohibited goods. The list of prohibited goods and special terms for temperature-sensitive, fragile and valuable goods is in the documentation, which forms part of the terms. Dangerous goods, food and goods requiring permits are not received, nor are goods the carrier does not carry (for example gemstones and artworks). Valuable goods are received, but the carrier’s standard liability is limited to DKK 4,500 per parcel, and compensation is set at the documented cost price of the goods excl. VAT; beyond that, see the merchant’s insurance duty in section 4.6. If a prohibited item is sent anyway, it is not received into stock. Cofinal stores it in quarantine without liability, notifies the merchant in writing and disposes of it after 14 days, without compensation and at the current rate at cofinal.io/pricing. Prohibited goods are not sent back.
4.6. Insurance. Cofinal provides no insurance of the merchant’s goods. The merchant must maintain all-risks insurance covering the full value of the goods during storage and carriage at and for Cofinal. Any transit insurance is also the merchant’s responsibility.
4.7. Indemnity. The merchant indemnifies Cofinal against all third-party claims, including costs, stemming from the merchant’s goods, data, labelling, sales or other matters on the merchant’s side.
5. Receiving and inbound shipments
5.1. Goods are received only against an inbound shipment submitted in advance in the portal. Parcels without an associated inbound shipment are rejected or treated as unknown goods under section 5.
5.2. On receipt Cofinal counts and inspects each parcel (QC). The recorded quantity and condition are authoritative. The merchant may object to the recorded quantity, condition and measurements no later than 5 weekdays after notification in the portal that the inbound shipment is completed; thereafter the record is final.
5.3. Parcels that cannot be matched with the expected inbound shipment are received as unknown goods and grouped. They are released to stock only once the merchant links them to an SKU in the portal. The linking is a binding instruction cf. section 4.2.
5.4. Incorrect barcodes, confused SKUs or missing labelling causing errors in receiving, picking or dispatch are the merchant’s responsibility, and Cofinal is not liable for loss or delays arising from them.
5.5. Goods that arrive without a barcode are given a barcode by Cofinal on receipt. The barcode is invoiced per unit at the current rate at cofinal.io/pricing.
6. Storage
6.1. Storage is invoiced per litre per night at the current rate. The QC measurements are the basis: storage is calculated from the measured dimensions once the goods have been measured, and unmeasured goods are not yet invoiced. All inventory in the warehouse is invoiced — including goods under QC and damaged goods awaiting disposition. Supplements for long-stay and overcap storage follow the current rates.
6.2. The warehouse is an ordinary parcel warehouse with no cold chain and is kept between 10 and 35 degrees. The storage conditions are for fast-moving goods. Cofinal is not liable for deterioration, including expiry, caused by long storage.
6.3. If goods have been without movement for 12 months, Cofinal may ask the merchant to decide what to do with them (return shipment or disposal). Return shipment is invoiced as the corresponding fulfilment service per unit, cf. section 15.3. If the merchant does not reply within 30 days, the goods may continue to be stored at the ordinary charge or be disposed of after notice.
6.4. Disposal on request. The merchant can ask Cofinal to dispose of goods in the portal or in the Cofinal app in Shopify. Goods that are available and not on an order, oversize goods (section 4.3) and damaged goods can be disposed of. Cofinal carries out the disposal at the earliest 48 hours after the request, and the merchant can cancel the request until Cofinal starts the disposal. Cofinal sends a notice to the merchant’s registered email address when the request is made and a receipt when the disposal is completed. The request is a binding instruction under section 4.2. Disposed goods cannot be recovered.
6.5. The goods stay on sale in the Shopify store until the disposal, unless the merchant takes them off sale when making the request. Goods that are no longer available when Cofinal carries out the disposal, for example because they have been sold, are not disposed of and are not invoiced. Disposal is invoiced per disposed unit at the current rate for the item’s size at cofinal.io/pricing. Returned goods are disposed of free of charge: damaged goods at any time, and goods put back in stock if the disposal is requested within 30 days of the return.
7. Dispatch
7.1. Cofinal packs and dispatches orders on weekdays with cut-off at 15:00, 3 hours earlier for manual submission. Cofinal guarantees dispatch — label booking and handover to the carrier — within the stated processing time. The transit time is the carrier’s; GLS typically delivers within 1–2 weekdays to parcel shop or home delivery, but this is indicative and not a guarantee.
7.2. The freight rate follows the parcel’s dimensions and weight as measured by Cofinal. Freight methods and rates are chosen by the merchant in the portal (rates). The carriage itself is performed by GLS (currently the only carrier) booked through Shipmondo; the carrier platform’s terms and GLS’s business terms apply to the carriage itself, including complaints procedures and its current standard liability for loss and damage.
7.3. Cofinal may withhold dispatch of orders when payment is in default, the recipient address cannot be validated, the goods are not in stock, or other hold conditions in the portal are active. The reason for the hold appears in the portal. Withholding is not a breach by Cofinal.
7.4. In announced peak periods, for example Black Friday, the processing time may be extended. The extension is announced in the portal and on cofinal.io.
8. Returns
8.1. Returns are handled through Cofinal’s returns flow. Returns handling is invoiced as a combined service comprising the handling of the return and the return label, regardless of who paid the freight.
8.2. Received return goods are quality-tested. Goods in saleable condition are put back in stock. If an item is not saleable, the merchant is notified and within 14 days chooses what happens to it: return shipment (invoiced as the corresponding fulfilment service per unit, cf. section 15.3) or disposal. Disposal of a returned item is included in the returns handling, cf. section 8.1. If the merchant does not reply within 14 days, the item is disposed of. The storage charge runs until the item has been dealt with.
9. Payment
9.1. Payment is by card on file via Stripe Payments Europe Ltd. Card data is processed only by Stripe under Stripe’s privacy policy. The merchant consents to Cofinal charging accrued usage to the linked payment card without further approval at each charge. Usage is charged at recorded unit prices, so the amount may vary from charge to charge. Charges are drawn automatically when usage reaches the merchant’s amount limit, and at the latest every billing period (weekly by default). The draw takes place in the morning. The merchant may terminate the agreement at any time under section 14.
9.2. All prices are shown excl. VAT. Twenty-five percent VAT is added. Both the amounts and the VAT appear in the portal and on each invoice. Amount limits appear in the portal.
9.3. If a charge cannot be completed, the merchant is notified by email and in the portal, and Stripe retries the charge automatically. Default in payment gives Cofinal the right to put orders on hold, suspend services and terminate the agreement.
9.4. Price changes are announced at least 30 days before taking effect by email and on cofinal.io. Freight rates depending on the carrier’s tariffs may be adjusted on shorter notice if the carrier changes its tariffs; in that case the merchant may terminate with immediate effect.
9.5. Charges fall due on the charge date. Late payment bears interest under the Danish Interest Act, and Cofinal may pause completion of orders until payment has been made.
9.6. Objections to an invoice must be sent no later than 45 days after the invoice date.
10. Liability
10.1. Scope of liability. Cofinal’s service comprises receiving, storage, picking, packing and handover of the parcel to the carrier. Delivery, transit time and damage in transit are the carrier’s responsibility. Cofinal guarantees dispatch, not delivery. If Cofinal dispatches a wrong item or a mispacked shipment, Cofinal corrects the error at no charge to the merchant, including redispatch.
10.2. Carrier claims. Loss, damage and delays in transit are handled under the carrier’s terms. Cofinal pursues the merchant’s claim with the carrier and pays out compensation only when and to the extent the carrier pays out. Cofinal forwards the claim to the carrier without undue delay and informs the merchant of the outcome.
10.3. Loss and damage in the warehouse. Goods lost or damaged while in Cofinal’s custody are compensated at documented cost price (supplier invoice or customs declaration). Never at sales price, margin, insured value or including duty, VAT or freight. Compensation is however capped at DKK 50,000 per incident. Documentation of the cost price may be required.
10.4. Aggregate cap. Beyond compensation under section 10.3, Cofinal’s aggregate liability under the terms, regardless of the number of claims, is limited to the lower of (i) DKK 25,000 and (ii) the total fees the merchant paid in the 3 months preceding the incident giving rise to the claim.
10.5. Delay. Transit times, including processing times, are indicative. If Cofinal is nevertheless held liable for delay despite section 10.1, liability is limited to ten percent of the fees the merchant paid for order handling of the delayed units.
10.6. Indirect loss. Cofinal is not liable for indirect loss, including loss of profit, loss of business, loss of reputation or other consequential loss.
10.7. Complaint deadlines.
- Visible damage or defects in a delivery: no later than 8 days after the merchant became or ought to have become aware of the damage.
- Discrepancy in a received inbound shipment: no later than 5 weekdays after notification in the portal that the inbound shipment is completed. The QC record is authoritative.
- All claims must be made in writing to kontakt@cofinal.io.
10.8. Force majeure. Strike, lockout, fire, war, natural disaster, epidemic situations, third-party IT outages and other circumstances beyond Cofinal’s reasonable control release both parties from obligations (except payment). During peak periods with announced extended processing time, section 7.4 applies instead of fixed processing times.
10.9. Exceptions. Nothing in the terms limits liability for gross negligence or wilful misconduct. Where Danish legislation sets aside a limitation, the limitation applies to the extent permitted by legislation.
11. The merchant’s liability
11.1. The merchant is responsible for compliance with all legislation on its goods, including import, VAT, duty, labelling, product safety and intellectual property rights. The merchant is the importer of its own goods and must ensure the goods are free of duty and permit requirements before they are sent to the warehouse.
11.2. The merchant is liable for all loss arising from inaccurate or missing information, including wrong barcodes, SKUs, dimensions, weights and addresses, and for the consequences of wrong instructions in the portal.
11.3. The merchant is itself responsible for maintaining adequate insurance of its goods (cf. section 4.6). Cofinal provides no insurance.
12. Data processing
12.1. The merchant is controller towards its customers for order data, and Cofinal is processor. Processing takes place only on the merchant’s instructions and in accordance with the data processing agreement annexed to the terms. On connection the data processing agreement is accepted.
12.2. Processing of the merchant’s own contact details is described in the privacy policy on cofinal.io.
13. Confidentiality
13.1. The parties keep confidential information, including pricing, business data and trade operations, confidential during and for 2 years after the end of the agreement.
14. Term and termination
14.1. The agreement may be terminated by either party at any time without notice, as long as there is no outstanding payment, goods in the warehouse or ongoing returns. Termination is given in writing (email is valid); from the merchant it may also be given in the portal. Goods in the warehouse are released under the rules in section 15. Outstanding payment must be paid in connection with termination. Ongoing returns are completed under section 8.
14.2. Cofinal may terminate with immediate effect on material breach, including missing payment, repeated violations of section 4 or 6, or from a concrete assessment that the goods pose a safety or legal risk.
14.3. On breach by the merchant not remedied within 8 days of demand, Cofinal may suspend services, retain goods and terminate the agreement.
15. Release of goods after termination
15.1. On termination the goods must be released within 30 days after termination. The storage charge continues at current rates until the goods are released.
15.2. Release is carried out exclusively by Cofinal. Self-collection is not possible, and the merchant has no access to the warehouse beyond what appears in the portal. Access to the physical premises of the warehouse requires prior written agreement.
15.3. Release takes place by Cofinal packing and dispatching the goods to an address the merchant designates in the portal. The costs are invoiced per unit at the goods group’s unit price at dispatch (cf. current rates); pick, pack and freight are included in the unit price.
15.4. If the goods are not released before the expiry of the deadline cf. section 15.1, the agreement is deemed breached as regards the release. Cofinal then sends a written notice with 14 days’ deadline. If release or payment is still missing after the deadline, Cofinal may sell the goods in a commercially reasonable manner at the best obtainable price or dispose of the goods at the merchant’s cost and risk. Sale proceeds after deduction of outstanding claims and sale costs are paid to the merchant; a deficit remains owed by the merchant.
15.5. Cofinal holds a lien on the goods Cofinal stores for the merchant as security for outstanding payment claims under the terms.
16. Governing law and venue
16.1. The terms and all disputes around them are subject to Danish law, and any dispute is settled by the Court of Glostrup (Retten i Glostrup) as court of first instance.
17. Contact
Cofinal
CVR 41289864
Rødovre Port 56, 1. 4, 2610 Rødovre
kontakt@cofinal.io
Annex 1 — Data processing agreement
This data processing agreement is an annex to the terms of business and is accepted on connection. The merchant is controller, and Cofinal (CVR 41289864) is processor under GDPR Article 28.
1. Subject matter, purpose and duration
Cofinal processes personal data from the merchant’s Shopify store: customers’ name, delivery address, phone number, email address and order contents; products, variants, barcodes, images, inventory levels and locations; orders, fulfilments, returns, refunds and reverse deliveries; delivery profiles, rates, markets and shipping configuration; and the shop name. The purpose is to deliver the services: receiving, storage, pick and pack, dispatch, handling of returns and stock updates. Processing lasts while the agreement runs and until data is deleted under point 8. Categories of data subjects: the merchant’s customers (order recipients) and the merchant’s own contact persons.
2. Instructions
Cofinal processes the data only on the merchant’s documented instructions — including transfer to the sub-processors necessary to deliver the service. If Cofinal in its opinion is instructed contrary to data-protection legislation, the merchant is notified.
3. Confidentiality
Only staff and subcontractors who need the data to deliver the service have access to it. They are under a duty of confidentiality.
4. Security
Processing takes place under GDPR Article 32: all traffic is encrypted (TLS), login credentials are stored securely, the database is reachable only from the application server, and local backups and offsite backups are encrypted, and access is limited to the necessary. Access to personal data is logged with timestamp, actor, action and object id — without personal data in the log itself — and kept for 12 months. The service is hosted in the EU with ISO 27001-certified providers. Cofinal’s procedure for personal data breaches (detection, containment, notification of the merchant without undue delay, report to the Danish Data Protection Agency within 72 hours where Cofinal is controller, and documentation) follows GDPR Articles 33–34.
5. Sub-processors
Cofinal uses the following sub-processors: Shopify, Shipmondo, GLS, Stripe, Resend, Google, netcup GmbH (hosting, Austria) and Hetzner Online GmbH (backups, Germany). The merchant hereby gives its general approval of sub-processors. Cofinal notifies of replacement or addition of sub-processors, and the merchant may object until the change takes effect. Sub-processors are subject to the same obligations as this agreement. Transfers outside the EU/EEA take place only with the safeguards of GDPR Chapter V — see the privacy policy for where and how.
6. Data subjects’ rights
Cofinal assists the merchant in fulfilling data subjects’ rights (access, rectification, erasure etc.) under GDPR Articles 12–22 and the merchant’s duties under Articles 32–36, to the extent possible.
7. Personal data breaches
If Cofinal becomes aware of a breach affecting the merchant’s data, the merchant is notified without undue delay — target: within 24 hours — so the merchant can meet its notification duties under GDPR Articles 33–34. The notification contains the Article 33(3) information to the extent available. The internal procedure (detection, containment, notification, report and documentation) is followed for each breach.
8. End and erasure
When the agreement ends, the merchant chooses whether its customer data is returned or deleted. Invoice and transaction data is kept for 5 years from the end of the financial year under the Bookkeeping Act. Residual data in encrypted backups is deleted at the latest with the oldest backups (up to about a month).
9. Audit
Cofinal makes available the information necessary to document compliance with this agreement.