1. Introduction and Acceptance
These Terms of Service ("Terms") govern your access to and use of the applications, websites, dashboards, APIs and related services provided by NOVUS APPS LTD ("Novus", "we", "us" or "our"), a company registered in England and Wales under company number 17271978.
By installing, accessing or using any of our Apps or services, or by clicking to accept these Terms, you agree to be bound by them. If you are agreeing to these Terms on behalf of a business or other legal entity, you confirm that you have authority to bind that entity, in which case "you" and "Merchant" refer to that entity.
If you do not agree to these Terms, you must not install or use our Apps or services.
These Terms incorporate our Privacy Policy and, where applicable, any Data Processing Agreement, order form or plan-specific terms. Where there is a conflict, a signed agreement between you and Novus prevails, followed by any order form, then these Terms, then the Privacy Policy.
2. Definitions
- App means any Shopify application developed or operated by Novus.
- Service means the Apps together with any associated websites, dashboards, APIs and integrations we provide.
- Merchant (or "you") means the business or individual that installs or uses the Service in connection with a Shopify store.
- Shopify means Shopify Inc. and its affiliates, which operate the underlying commerce platform.
- Shopify Store means the Shopify-hosted store in respect of which you install or use an App.
- End customer means a customer or visitor of your Shopify Store.
- Fees means the charges payable for use of any paid element of the Service.
- Intellectual Property Rights means all patents, copyright, database rights, trade marks, designs, know-how, trade secrets and other intellectual property rights, whether registered or unregistered.
3. Eligibility and Accounts
To use the Service you must:
- operate a valid Shopify Store and comply with Shopify's own terms;
- be at least 18 years old and capable of forming a binding contract; and
- provide accurate information and keep it up to date.
You are responsible for all activity that occurs under your account and through your Shopify Store in connection with the Service, and for maintaining the confidentiality and security of any credentials. You must notify us promptly of any unauthorised use.
4. Licence and Use of the Service
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes in connection with your Shopify Store, for the duration of your subscription or installation.
We reserve all rights not expressly granted. Except as permitted by law, you must not:
- copy, modify, adapt, translate or create derivative works of the Service;
- reverse engineer, decompile or disassemble any part of the Service, or attempt to derive its source code;
- rent, lease, sell, sublicense, or otherwise make the Service available to third parties except as intended by its functionality;
- circumvent or interfere with any security, rate-limiting, or access-control features;
- use the Service to build a competing product or to benchmark it for a competitor;
- remove or obscure any proprietary notices.
5. Shopify Platform Dependency
The Service operates on and depends on the Shopify platform. Your use of the Service is also subject to Shopify's terms, policies and API requirements, and to the access scopes you authorise on installation.
We are not responsible for the availability, performance, changes or discontinuation of the Shopify platform or its APIs. Changes made by Shopify to its platform, APIs, billing systems or policies may affect the operation of the Service, and we may need to modify, suspend or discontinue features in response, as described in Section 13.
You are responsible for maintaining your own relationship and account in good standing with Shopify.
6. Merchant Obligations and Acceptable Use
You agree that you will:
- use the Service only for lawful purposes and in compliance with all applicable laws and with Shopify's terms;
- ensure that your use of the Service, your Shopify Store and your handling of End customer data comply with applicable data protection and consumer law;
- obtain any consents and provide any notices required from your End customers;
- not introduce malicious code, attempt to gain unauthorised access to the Service or its systems, or place an unreasonable load on our infrastructure;
- not use the Service to store or transmit unlawful, infringing, defamatory or harmful content.
You are solely responsible for your Shopify Store, the products and content you sell, your interactions with End customers, and your compliance obligations as a merchant.
7. Fees, Billing and Subscriptions
Paid elements of the Service are charged in accordance with the pricing shown for the relevant App or plan at the time of purchase.
- Billing through Shopify. Unless agreed otherwise, Fees are billed through Shopify's billing system and added to your Shopify invoice. Your payment relationship for these Fees is governed by Shopify's billing terms.
- Subscriptions. Subscription Fees recur on the billing cycle stated for your plan (for example, monthly) until cancelled. Charges may begin after any free trial or introductory period ends.
- Usage-based charges. Where a plan includes usage-based or metered charges, these are calculated as described for that plan.
- Changes to Fees. We may change Fees on reasonable notice. Changes take effect from the start of your next billing cycle after the notice period. Continued use after a change takes effect constitutes acceptance.
- Taxes. Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any taxes due, other than taxes on our income.
- Refunds. Except where required by law or expressly stated, Fees are non-refundable, including for partial billing periods.
If any Fees are not paid when due, we may suspend or restrict access to paid features.
8. Data Protection
Our processing of personal data in connection with the Service is described in our Privacy Policy, which forms part of these Terms.
In respect of End customer data that we process through the Service on your behalf, Novus acts as a data processor and you act as the data controller, as set out in the Privacy Policy and any applicable Data Processing Agreement. You are responsible for your own compliance with the UK GDPR, the Data Protection Act 2018 and PECR in relation to your End customers.
The Service is configured to respond to Shopify's mandatory data-deletion and data-request requirements. You authorise us to process data in accordance with the Privacy Policy and your installation choices.
9. Intellectual Property
The Service, and all Intellectual Property Rights in it, are and remain owned by Novus or its licensors. These Terms do not transfer any ownership rights to you.
You retain ownership of your own data, content and Intellectual Property Rights in your Shopify Store. You grant us a non-exclusive licence to host, process and use that data and content to the extent necessary to provide, secure and improve the Service, consistent with the Privacy Policy.
If you provide feedback or suggestions about the Service, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or obligation to you.
10. Third-Party Services and Integrations
The Service operates within the Shopify platform and may integrate with or rely on third-party services, including hosting, storage, analytics, monitoring, communications and payment providers, as described in our Privacy Policy.
We are not responsible for third-party services that you choose to connect, or that are operated by Shopify or other third parties. Your use of those services is governed by their own terms, and any issues arising from them are between you and the relevant provider.
11. Service Availability and Support
We aim to provide a reliable Service but, unless a separate written service-level agreement applies, the Service is provided on an "as available" basis. We do not guarantee uninterrupted or error-free operation.
We may carry out maintenance, updates and changes, and will take reasonable steps to limit disruption where practicable. We provide support through the channels indicated for the relevant App or plan; support scope and response times may vary by plan.
12. Warranties and Disclaimers
To the fullest extent permitted by law, and except as expressly stated in these Terms, the Service is provided "as is" and "as available", and we disclaim all warranties, conditions and representations, whether express, implied or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy, and non-infringement.
We do not warrant that the Service will meet your requirements, be compatible with every configuration of your Shopify Store, or operate without interruption or error, or that defects will be corrected.
Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded or limited.
13. Changes to the Service
We may modify, update, add or remove features of the Service from time to time, including in response to changes made by Shopify or to legal, security or operational requirements.
Where a change materially reduces core functionality of a paid plan, we will give reasonable notice. We are not liable for any modification, suspension or discontinuation of the Service, except as expressly provided in these Terms.
14. Term, Suspension and Termination
These Terms apply from the time you first install or use the Service and continue until terminated.
- Termination by you. You may stop using and uninstall an App at any time. Uninstalling an App, or cancelling your subscription through Shopify, ends your right to use that App. Cancellation takes effect in line with your billing cycle, and Fees already incurred remain payable.
- Termination or suspension by us. We may suspend or terminate your access, in whole or in part, if you breach these Terms, fail to pay Fees, use the Service unlawfully or in a way that risks harm to the Service, us or others, or if required by Shopify or by law. Where practicable we will give notice, but we may act immediately where necessary to protect the Service or comply with legal obligations.
- Effect of termination. On termination, your licence ends and you must stop using the Service. We will handle your data in accordance with the Privacy Policy, including any deletion or redaction triggered by uninstallation or by Shopify's data-deletion requirements.
- Survival. Provisions that by their nature should survive termination — including Sections 9, 12, 15, 16, 17 and 19 — survive.
15. 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 above, and to the fullest extent permitted by law:
- we will not be liable for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill, business, anticipated savings, or data; and
- our total aggregate liability arising out of or in connection with the Service and these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total Fees paid by you to us for the relevant App in the twelve (12) months immediately preceding the event giving rise to the claim, or, where no Fees were paid, one hundred pounds sterling (£100).
You acknowledge that the Service depends on the Shopify platform and third-party services that are outside our control, and that we are not liable for their acts, omissions, availability or changes.
16. Indemnity
You agree to indemnify and hold harmless Novus, its directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- your use of the Service in breach of these Terms or applicable law;
- your Shopify Store, products, content or interactions with End customers; or
- your failure to comply with your data protection or consumer law obligations as a controller.
17. Governing Law and Jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, save that we may bring proceedings to protect our Intellectual Property Rights in any competent jurisdiction.
18. Changes to These Terms
We may update these Terms from time to time. Each version carries a version number and effective date shown at the top of the document.
Where we make material changes, we will take reasonable steps to notify affected Merchants, for example by notice within the App, by email, or by publishing the updated version. Continued use of the Service after the updated Terms take effect constitutes acceptance, to the extent permitted by law. Earlier versions are available on request.
19. General
- Entire agreement. These Terms, together with the Privacy Policy and any applicable order form or Data Processing Agreement, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements on the same subject.
- Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of assets, or to an affiliate.
- Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.
- Waiver. A failure or delay in exercising any right is not a waiver of that right.
- Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including outages of the Shopify platform or third-party services, internet failures, acts of government, or other force majeure events.
- No partnership. Nothing in these Terms creates a partnership, agency or employment relationship between the parties.
- Notices. We may give notice through the App, by email, or by posting on our website. Notices to us should be sent to the contact address in Section 20.
- 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 any of its terms.
20. Contact
Questions about these Terms can be sent to:
Email: hello@bynovus.io
Company: NOVUS APPS LTD, company number 17271978, registered in England and Wales.