Terms of Service

1. Agreement to these Terms

These Terms of Service (the "Terms") form a binding agreement between ARTEMISSOFT ("ArtemisSoft", "we", "us", "our") and the merchant or business that installs or uses our software applications ("you").

By installing, accessing, or using any of our Apps (defined below), you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not install or use the Apps. If you are entering into these Terms on behalf of a company or other entity, you confirm that you have authority to bind that entity.

These Terms are a business-to-business agreement. The Apps are intended for use by Shopify merchants in the course of their business, and are not consumer products.

2. Definitions

• "Apps" — the Shopify applications published by ArtemisSoft, including [list your apps, e.g. Artemis: Wishlist Pro], together with any updates, features, and related services.
• "Shopify" — Shopify Inc. and the Shopify e-commerce platform and App Store through which the Apps are distributed.
• "Store" — your Shopify store on which an App is installed.
• "Shopper" — a customer of your Store whose data may be processed through an App.
• "Shopper Data" — personal data relating to your Shoppers that an App processes on your behalf.
• "Fees" — any charges payable for a paid plan or feature, as displayed at the point of installation or upgrade.

3. Eligibility and accounts

To use the Apps you must have an active Shopify store and a Shopify account in good standing, and you must comply with Shopify's own terms and policies. You are responsible for all activity that occurs through your Store in connection with the Apps, and for maintaining the security of your Shopify account.

4. Licence to use the Apps

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to install and use the Apps on your Store for your internal business purposes, for as long as the Apps are installed and you comply with these Terms.

We may release updates, modify features, or discontinue an App or any of its features at any time. We will give reasonable notice of material changes or discontinuation where practicable.

5. Fees and billing

Some Apps or features may be offered free of charge, and others on a paid basis. Where an App or plan carries Fees:

• Fees are charged through Shopify's billing system, in accordance with the plan you select at installation or upgrade, and are subject to Shopify's billing terms.
• Unless stated otherwise, Fees are recurring (e.g. monthly) and are billed in advance.
• Any free plan, trial, or promotional offer will be described at the point of installation, and we may change or withdraw such offers for future billing periods.
• Except where required by law, Fees already charged are non-refundable, including for partial billing periods following downgrade or uninstallation.
• We may change our Fees or introduce charges for previously free features. We will give you reasonable advance notice, and any change will take effect from your next billing period. Continued use after the change takes effect constitutes acceptance.

6. Acceptable use and your responsibilities

You agree not to, and not to permit any third party to:

• use the Apps in breach of any applicable law, Shopify's terms, or any third party's rights;
• use the Apps to send unsolicited, unlawful, or deceptive communications, or in any way that breaches privacy or anti-spam laws (including the UK GDPR and PECR);
• reverse engineer, decompile, copy, resell, sublicense, or create derivative works from the Apps, except to the extent this restriction is prohibited by law;
• interfere with, overload, or attempt to gain unauthorised access to the Apps or our systems; or
• remove or obscure any proprietary notices in the Apps.

Messaging consent. Where an App sends notifications (such as emails or SMS) to your Shoppers, you are responsible for ensuring you have a valid lawful basis and any required consent to send those communications, and for the content of the messages you configure. You act as the data controller for your Shopper Data; we act as your processor (see Section 8).

You are responsible for ensuring your use of the Apps complies with all laws applicable to your business.

7. Intellectual property

The Apps, including all software, design, text, and other materials, are owned by ArtemisSoft or our licensors and are protected by intellectual property laws. Except for the licence granted in Section 4, no rights are transferred to you. You retain all rights in your own content and data.

If you provide feedback or suggestions about the Apps, we may use them without restriction or obligation to you.

8. Data protection and privacy

Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

In respect of Shopper Data, you are the controller and we are your processor, processing such data only on your documented instructions to provide the Apps. Where required, this processing is governed by a Data Processing Agreement (DPA) [link, if available], which supplements these Terms. You warrant that you have all necessary rights, consents, and legal bases to provide Shopper Data to us and to instruct the processing carried out by the Apps.

9. Third-party services

The Apps operate on Shopify and rely on third-party providers (for example, notification providers used to deliver emails and SMS). Your use of those services may be subject to their own terms, and we are not responsible for third-party services that are outside our control. We are not affiliated with, endorsed by, or sponsored by Shopify, and "Shopify" is a trademark of Shopify Inc.

10. Availability and support

We aim to keep the Apps available and to provide reasonable support via [email protected], but we do not guarantee uninterrupted or error-free operation. The Apps may be unavailable during maintenance, due to factors outside our control, or as a result of changes to Shopify's platform or APIs.

11. Disclaimers

To the maximum extent permitted by law, the Apps are provided "as is" and "as available", and we disclaim all warranties, whether express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement. We do not warrant that the Apps will meet your requirements, be compatible with future versions of Shopify, or be free from errors or security vulnerabilities.

12. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the paragraph above, and to the maximum extent permitted by law:

• we will not be liable for any indirect, incidental, special, or consequential loss, or for loss of profits, revenue, business, goodwill, anticipated savings, or data; and
• our total aggregate liability arising out of or in connection with these Terms and the Apps, whether in contract, tort (including negligence), or otherwise, will not exceed the greater of (a) the total Fees you paid to us for the relevant App in the twelve (12) months preceding the event giving rise to the claim, or (b) £100.

You acknowledge that the Apps are provided on these terms in reliance on these limitations, which reflect a fair allocation of risk between us.

13. Indemnity

You agree to indemnify and hold ArtemisSoft harmless from any claims, losses, liabilities, and reasonable costs (including legal fees) arising out of your breach of these Terms, your misuse of the Apps, your Store's content or communications, or your failure to obtain any consent required to process Shopper Data or to send notifications to your Shoppers.

14. Term and termination

These Terms apply from the moment you install an App and continue until terminated.

• You may terminate at any time by uninstalling the Apps from your Store.
• We may suspend or terminate your access if you breach these Terms, if required by law or by Shopify, or if we discontinue an App, on reasonable notice where practicable (or immediately in the case of a serious or repeated breach).

On termination, your licence ends and you must stop using the relevant App. We will handle any associated data in accordance with our Privacy Policy and applicable Shopify data-deletion requirements. Sections that by their nature should survive termination (including Sections 7, 11, 12, 13, and 17) will continue to apply.

15. Changes to these Terms

We may update these Terms from time to time. We will post the updated version with a revised "Last updated" date, and where changes are material we will provide reasonable notice through the Apps or by email. Your continued use of the Apps after the changes take effect constitutes acceptance of the updated Terms.

16. General

• Entire agreement. These Terms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between us regarding the Apps and supersede any prior agreements on that subject.
• Assignment. You may not assign these Terms without our consent. We may assign or transfer them in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver. A failure to enforce any right is not a waiver of it.
• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.
• No third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

17. Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to protect our intellectual property in any competent jurisdiction.

18. Contact