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Terms & Conditions
Introduction
The CommercePreneurs App is a managed software service hosted in a ‘cloud-style’ online environment in conjunction with, and directly interacting with the Shopify Platform via an API. Shopify is an entirely separate and unrelated company from CommercePreneurs. CommercePreneurs has a separate agreement (a Partner Agreement) with Shopify to enable Merchant’s use of the CommercePreneurs App in conjunction with Merchant’s use of the Shopify Platform.
The CommercePreneurs App functions to enable and deliver certain functionality (Services, described here) to the Merchant and to customers of the Merchant (Customers). Shopify, as the host of both the Merchant and CommercePreneurs, may also enjoy some functionality enabled by the App.
These terms and conditions govern use of the CommercePreneurs App and the Services by you, the Merchant. You agree to comply with these Terms and any supplemental terms which may be applicable.
Your Agreement to these Terms
BY ACCESSING, USING OR UPLOADING OR DOWNLOADING ANY INFORMATION OR MATERIALS TO OR FROM THE APP, OR BY INDICATING YOUR ASSENT TO THESE TERMS BY CREATING AN ACCOUNT, CLICKING “SIGN UP” OR ANY SIMILAR MECHANISM, YOU ARE AGREEING TO THE THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE APP.
1. Definitions
Set out in the table below are certain terms used in this Agreement and the meaning of that term:
Agreement
These terms and conditions, in addition to the Order Form where you specified the App and Services you require and we quoted the Fees, and any other details which are linked to your transaction.
App or Application or CommercePreneurs App
The software application and services enabled by CommercePreneurs made available by CommercePreneurs at https://www.CommercePreneurs.com
Business Day
Monday to Friday in a given week, excluding a day which is a gazetted public holiday in the jurisdiction at which:
- (for service of notice) the address of the recipient party is located; or
- (for performance of some action) the person is located who is to perform the action.
Business Hours
9am to 5pm GST Time.
Confidential Information
All or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public.
Data
Data which is owned or controlled by Merchant and transmitted by Merchant to the App and received by CommercePreneurs into the App for the purpose of providing the Services.
Data Centre
The data centre(s) operated by a third party at which the virtual servers, on which the App and Shopify are hosted, are located
The Services are made available “in the cloud”.
Fees
The fees payable by the Merchant to CommercePreneurs, specified in Shopify’s App Store and quoted to you in your Order Form. The fees may also be specified at other sites controlled by us.
More information about Fees in Schedule B.
Intellectual Property Rights
Any and all intellectual and industrial property rights throughout the world and includes, without limitation all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trademarks, and know-how, irrespective of whether such rights are registered or capable of registration.
Merchant
The purchaser of the CommercePreneurs App and including related parties of the Merchant (including employees) who are authorised by the Merchant to use the App and for whom the Merchant has supplied user identifications and passwords.
Merchant Trademark
A trademark owned by the Merchant, whether registered or not.
Order Form
The document which describes the App desired by Merchant (including, in some cases, the quantified usage of the various features and functionality of the Services and the App) and the pricing structure and the final price for that deployment of the Services with respect to the Data.
Personal Information
Has the meaning given to it in the Privacy Act 1988 (Cth).
Personnel
In the case of the Merchant: Any officers, employees or contractors of the Merchant.
Policies
Policies, including procedures and other protocols relating to the use of the App and other aspects of CommercePreneurs’s operations.
Service
Technical documentation describing the App and providing instructions for use.
Services
Operating CommercePreneurs’s App which includes receiving and analysing data, communicating that data in whole or in part to Shopify and then providing a final output to the Merchant or, in some cases, to the Customer.
Shopify
The host of the ecommerce platform called Shopify which is also host to Merchant’s online shop.
Support Services
Services performed by CommercePreneurs in relation to the installation and support of the App.
Includes advice to Merchant about setup and bugs detection.
See Schedule A
Tax
Any tax, including consumption tax and withholding tax unless otherwise specified, but excluding a tax on income
Term
The term of this Agreement which commences when Merchant accepts these terms and continues until determined in accordance with clause
Transaction Fee
A merchant or like fee charged by an intermediary to process a credit card or electronic payment.
CommercePreneurs Data
Data derived by CommercePreneurs from data during operation and usage of all aspects of the App and provision of the Services.
CommercePreneurs Data does not include data which is owned or controlled by Merchant.
2. Scope and Operation of the App
- This Agreement governs the commercial arrangement between CommercePreneurs and the Merchant under which:
- Merchant has the right, through the Merchants, to access the App and utilise the features and functionality of the App;
- Merchant grants to CommercePreneurs permission to receive data from Merchant and to provide the data to Shopify or other third parties strictly for the limited purpose of enabling the Services and the App; and
- CommercePreneurs, with consent of Merchant, operates and enables the App in order to provide the Services to the Merchant.
- The Merchant warrants that it enters into this Agreement having had the opportunity to evaluate and satisfy itself about the features and functionality of the App and the Service and the terms in this Agreement on which CommercePreneurs makes those available to the Merchant.
- CommercePreneurs may, at its discretion, upgrade, amend, add, remove, redesign, improve or otherwise alter the features of the App so long as it does not materially and adversely reduce the core functionality of the App or otherwise interfere with use of the App as contemplated by this Agreement.
3. App – Availability and Security
- The App is hosted on virtual servers located at and managed through the Data Centre. The availability of the App (including business continuity and data recovery measures) is under the control of the Data Centre.
- From time to time CommercePreneurs will conduct preventative and remedial maintenance on the App and in respect of the infrastructure it deploys in the provision of the App (Scheduled Maintenance).
- CommercePreneurs will endeavour to carry out all Scheduled Maintenance outside usual Business Hours and to give reasonable notice of any planned downtime for the App. In the event of an emergency, CommercePreneurs may carry out maintenance during usual Business Hours and without first notifying the Merchant.
- Subject to CommercePreneurs’s obligations under this Agreement in respect of Privacy Obligations and confidentiality and compliance with other relevant laws, CommercePreneurs reserves the right to monitor the operation of the App and the flow of data to the App in order to enable CommercePreneurs to perform its obligations and exercise its rights under this Agreement.
- The Merchant acknowledges and accepts that, notwithstanding any business continuity and disaster recovery policy of the Data Centre:
- data may be lost and not capable of being recovered;
- if CommercePreneurs’s access to Shopify is reduced or interrupted then CommercePreneurs’s ability to perform the Services may be interrupted;
- The Merchant must ensure that it has taken all appropriate measures to implement a duplicate or a back-up copy of any data which is independent of the data supplied to CommercePreneurs.
4. Intellectual Property Rights
- The Intellectual Property Rights subsisting in the data and any other documentation, information or materials that are supplied to
CommercePreneurs by Merchant during Term of this Agreement remain the exclusive property of Merchant or its third-party licensors, subject
to the rights (if any) expressly granted to CommercePreneurs under this Agreement. - Merchant grants to CommercePreneurs a non-exclusive, royalty-free, worldwide, irrevocable license to use data during the Term in order to
provide the Services and create CommercePreneurs Data. CommercePreneurs will not use or retain any data other than for the purpose of
providing the Services and creating CommercePreneurs Data. - Merchant grants to CommercePreneurs a non-exclusive, royalty-free, worldwide perpetual licence to display the Merchant Trademark on, and in
association with CommercePreneurs’s promotional materials (including the CommercePreneurs website). Use of the Merchant Trademark is
strictly limited in its prominence and location so as to convey only that Merchant is, or has been a user of the App and shall comply with
branding guidelines or other reasonable instructions advised by the Merchant. - Merchant assigns absolutely to CommercePreneurs, from the date of its creation, all of the Intellectual Property Rights subsisting in any
inventions which may be conceived or implemented arising from suggestions, enhancements, improvements, customisation requests,
recommendations or other feedback provided by the Merchant to CommercePreneurs with regard to the Service, or the App. - The Intellectual Property Rights subsisting in the App, (including the user interface and the software comprising the App), the
CommercePreneurs Data (derived in part from use of the App and from performing the Services), and any other documentation, information or
materials that are supplied by CommercePreneurs to the Merchant, remain the exclusive property of CommercePreneurs or its third party
licensors.
5. Support Services
- During the Term CommercePreneurs will provide Support Services to the Merchant in accordance with the process and resources described in Schedule A.
- CommercePreneurs may, at its discretion, agree to provide other services to the Merchant at its request. Other services may be conditional upon the payment of additional fees by the Merchant to CommercePreneurs and in that event CommercePreneurs and Merchant will record the agreed payment and a description of the other services in advance and CommercePreneurs will invoice the Merchant for the other services separately.
6. Fees
- In return for access to the App and receipt of the Services under the terms of this agreement, Merchant shall pay the Fees to CommercePreneurs.
- Fees are calculated in accordance with our pricing structure which is explained in the Order Form and also in Schedule B. CommercePreneurs reserves the right to change our pricing structure at any time during the Term for any reason, subject to reasonable notice to Merchant.
- All Fees and charges payable to CommercePreneurs are non-cancellable and non-refundable, subject to Merchant’s rights under any non-excludable terms.
- If the Merchant elects to make payment to CommercePreneurs using a method that results in CommercePreneurs having to pay a Transaction Fee, the Merchant will pay the Transaction Fee to CommercePreneurs at the same time as it makes payment of the invoice in respect of which the Transaction Fee is charged.
- Some payment processing services for the Services are provided to CommercePreneurs by PayPal and are subject to PayPal’s own Terms of Service and Security Policies and Procedures, (collectively, the PayPal Terms). The Merchant must read the PayPal Terms because those terms will be binding on the Merchant if they accept these Terms and Conditions. By agreeing to these Terms and Conditions or continuing to use the Services you (the Merchant) agree to be bound by the PayPal Terms, as the same may be modified by PayPal from time to time. As a condition of CommercePreneurs enabling payment processing services through PayPal, Merchant agrees to provide CommercePreneurs accurate and complete information about Merchant and Merchant’s business (if applicable), and Merchant authorises CommercePreneurs to share it and transaction information related to Merchant’s use of the payment processing services provided by PayPal. We also utilise Shopify to process some of our Fee payments (for example monthly App charges) and in that case Merchant will be subject to Shopify’s own Terms of Service and Security Policies and Procedures, (collectively, the Shopify Terms).
- This Agreement governs the commercial arrangement between CommercePreneurs and the Merchant under which:
- Merchant has the right, through the Merchants, to access the App and utilise the features and functionality of the App;
- Merchant grants to CommercePreneurs permission to receive data from Merchant and to provide the data to Shopify or other third parties strictly for the limited purpose of enabling the Services and the App; and
- CommercePreneurs, with consent of Merchant, operates and enables the App in order to provide the Services to the Merchant.
- The Merchant warrants that it enters into this Agreement having had the opportunity to evaluate and satisfy itself about the features and functionality of the App and the Service and the terms in this Agreement on which CommercePreneurs makes those available to the Merchant.
- CommercePreneurs may, at its discretion, upgrade, amend, add, remove, redesign, improve or otherwise alter the features of the App so long as it does not materially and adversely reduce the core functionality of the App or otherwise interfere with use of the App as contemplated by this Agreement.
7. Merchant Acknowledgement: Assumptions and Use of the App
- The Merchant acknowledges and agrees that:
- the App has been configured and will process a data in reliance upon certain industry conventions and assumptions which will inevitably affect the quality and accuracy and reliability of the outcome which is generated by the App;
- the accuracy, reliability and quality of the data will inevitably affect the accuracy, reliability and quality of the resulting outcomes of the Services;
- Merchant is solely and exclusively responsible and will check and validate the accuracy, reliability and quality of data which is input to the App;
- the App is an automated assistive tool intended to be used in conjunction with the Shopify platform and is not to be used for any purpose which could lead to death, personal injury, or severe physical, environmental or financial damage. Merchant is solely and exclusively responsible and must check and validate the outcomes of using the App and the Service; and
- The use of, and reliance on the App and the Service is entirely at the discretion and risk of the Merchant.
8. CommercePreneurs Obligations
- CommercePreneurs must
- comply with the requirements of the Privacy Laws, relevant data security standards and CommercePreneurs’s security and data integrity policies;
- notify the Merchant immediately if CommercePreneurs becomes aware or suspects there has been:
- a material breach of its data security measures; or
- unauthorised disclosure or use of personal information, including any suspected or actual unauthorised access to data via cyber-attack or otherwise.
9. Merchant Obligations
- If the consent of a third party (including, without limitation, a Customer) is required in order for any Data to be processed in the App or in
connection with the Services then Merchant is solely and exclusively responsible to obtain that consent from the third party. - The Merchant is primarily responsible for responding to a claim or query from a Customer (or any third party, including a regulatory authority)
with respect to the specific content, quality, meaning or message in any transaction processed by the App and Merchant accepts that
CommercePreneurs will refer any such claim or query to Merchant. - Unless otherwise permitted by law, the Merchant must not:
- resell, reframe, distribute or on-sell the App;
- include the App in any service bureau or outsourcing or managed service offering;
- transfer, sub-license or assign its rights under this Agreement to any third party unless CommercePreneurs gives its prior written consent
(not to be unreasonably withheld); - modify or adapt or create derivative works of the functionality of the App;
- reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the App;
- build a competitive service; or
- copy any features, functions or graphics of the App.
- The Merchant must not assign or novate this Agreement without the prior written consent of CommercePreneurs.
- The Merchant must use reasonable endeavours to comply with Policies as notified in writing to the Merchant by CommercePreneurs, and promptly
advise CommercePreneurs in writing where it is not able or willing to comply with those Policies. - The Merchant must use reasonable endeavours to comply with Policies as notified in writing to the Merchant by CommercePreneurs, and promptly
advise CommercePreneurs in writing where it is not able or willing to comply with those Policies. - The Merchant acknowledges and agrees that it is responsible for the following:
- Nominating which of its Personnel will be authorised to submit data to be processed by the App and to receive outputs;
- Using reasonable efforts to resolve technical issues to enable the data to be accessible to the App;
- revoking or adjusting the access of any Personnel;
- how and where the App is used, published or distributed, if at all, within the Shopify Platform;
- deciding whether to share Merchant’s data with any third party; and
- providing adequate security for the computer network and Merchant’s account login details in conjunction with which the App is used; and
- checking and reviewing the outputs of the App in accordance with clause 7.
- Merchant acknowledges that CommercePreneurs cannot provide the Services unless CommercePreneurs and Shopify are given access to Data and Data is
in a form which is technically compatible with the App and the Shopify platform. It is Merchants responsibility to obtain any necessary
permissions from third parties to enable CommercePreneurs and the Shopify to access the Data. - Merchant must not:
- use the App in any manner that could disable, overburden, damage, or impair the App or the Shopify platform or interfere with any other user’s
use of the App; - use any robot, spider or other automatic device, process or means to access the App or the Shopify platform for any purpose, including
monitoring or copying any of the material on the App; - use any manual process to monitor or copy any of the material on the App or for any other unauthorised purpose without CommercePreneurs’s
prior written consent; - use any device, software or routine that interferes with the proper working of the App or the Shopify platform;
- introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the App or any server, computer or database connected
to the App, including the Shopify platform; - attack the App or the Shopify platform via a denial-of-service attack or a distributed denial-of-service attack; or
- otherwise attempt to interfere with the proper working of the App or the Shopify platform.
- use the App in any manner that could disable, overburden, damage, or impair the App or the Shopify platform or interfere with any other user’s
- CommercePreneurs may report any of the activities above to the relevant law enforcement authorities and reserves the right to cooperate with those
authorities by disclosing Merchants identity to them.
10. Confidentiality
- Each party must treat, and ensure that its Personnel treat, as confidential, the Confidential Information of the other party.
- The party who receives (the recipient) Confidential Information from the other party (discloser) must not without the prior written consent of the
other party:- use it except in performing its obligations under this Agreement or as otherwise specified in this Agreement; or
- disclose it to any person except those of its Personnel and then only to those Personnel who need to know the same and who agree to be bound
by these obligations of confidentiality.
- The exceptions are where:
- disclosure is required by law;
- Confidential Information is in the public domain through no fault or action of the recipient or its Personnel;
- Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it; or
- The same or similar information was independently developed by recipient without reference to the Confidential Information of the discloser.
11. Warranties by Merchant
- Merchant warrants that:
- It has the authority to enter into and perform its obligations under this Agreement, it has the ability to perform its obligations under this Agreement, and that this Agreement, once accepted by Merchant, is a legal, valid and binding Agreement enforceable against it.
- It is responsible for complying with all applicable laws (including, without limitation, privacy laws) affecting the Personal Information or other content which it may provide to CommercePreneurs and will also comply with, and consent to our Privacy Policy. In particular, Merchant must ensure that it has all relevant licences and consents from people or entities who are depicted, or whose intellectual property is depicted or represented in the data.
- Merchant owns the Data and applicable intellectual property rights in the Data or otherwise has the right to grant CommercePreneurs access to the Data for the purpose of providing the Services.
12. Warranties by CommercePreneurs
- CommercePreneurs warrants that:
- it has the authority to enter into and perform its obligations under this Agreement and that this Agreement is a legal, valid and binding Agreement enforceable against it.
- except with respect to Shopify (which is excluded from this warranty), CommercePreneurs will not share or divulge data, with any third party without prior written consent of Merchant.
- CommercePreneurs does not warrant that the outputs of the App or the result of the Services will be suitable to qualify for approval from any third party (including, without limitation, any government or industry regulator or academic or other institution) or will be sufficiently accurate and comprehensive to implement any plan or commercial undertaking. The use of, and reliance upon the App and the Services is entirely at the discretion and risk of the Merchant.
13. Indemnity by Merchant
- Merchant agrees to indemnify, defend and hold harmless CommercePreneurs and its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees, resulting from:
- violation of this Agreement or a warranty given by Merchant or any activity conducted on Merchant’s Account by Merchant or by a Merchant accessing the App using Merchant’s Account;
- a claim made against CommercePreneurs by a third party (including, without limitation a customer of Merchant or by Shopify) alleging that CommercePreneurs’s access to Data is not authorised;
- a claim made against CommercePreneurs arising from Merchant’s failure to comply with relevant and applicable legislation (including applicable data protection laws) when Merchant uses the App and the Services;
- a claim made against CommercePreneurs by a third party (including, without imitation a customer of Merchant or Shopify) alleging that an output of the App or the Services contains incorrect, false or misleading information or is malicious, defamatory or offensive in its content.
14. Limitation of Liability
- Terms, conditions, warranties and guarantees implied by law, which cannot be excluded, restricted or modified apply to this Agreement to the
extent required by that law. - Except for liability in relation to any non-excludable Term, the App and the Services are provided on an “as is” basis, and without any warranty
or condition, express or implied, including any implied warranties of title, merchantability, fitness for a particular purpose and
non-infringement of third party Intellectual Property Rights to the extent allowed by law. - To the extent permitted by law, CommercePreneurs’s sole liability for breach of contract, breach of statutory duty, negligence or other tort is
limited, at its option, to:- the supplying of the Services again; or
- the payment of the cost of having the Services supplied again.
- The Merchant does not rely on any representation, warranty or other provision made by CommercePreneurs or on its behalf which is not expressly
stated in these terms. - CommercePreneurs is not liable for loss or corruption of a data, loss of revenue, loss of goodwill, loss of anticipated sales, loss of savings,
loss of business opportunity, interruption to business, or wasted management/administrative time. This exclusion of liability includes loss or
damage Merchant might suffer as a result of failure of performance, error, omission, interruption, deletion, defect, failure to correct defects,
delay in operation or transmission, computer virus or other harmful component, loss of Data, communication line failure, unlawful third-party
conduct, or theft, destruction, alteration or unauthorised access to records. - CommercePreneurs is not liable for any loss or claim incurred by or against Merchant or any third party arising from:
- Merchant’s or any third party’s use of or reliance upon the outputs of the App or the Services; and
- Merchant’s use of any third party embedded content or plugins that are not hosted in the App.
15. Term and Renewal
- The Term of the Agreement commences when Merchant agrees to these Terms and continues indefinitely on a month to month rolling basis unless validly terminated in accordance with this Agreement. The initial Term is one month (the first month after commencement) and then each subsequent month is a Renewal Term. The Term of this Agreement includes both the Initial Term and the Renewal Term.
- If Merchant wishes to terminate this Agreement they must do so by uninstalling the App at any time. No notice period is imposed by CommercePreneurs.
- CommercePreneurs does not provide a refund if Merchant decides to stop using the Services and does not terminate in accordance with the requirements of this clause 15. Annual billing plans are non-refundable.
16. Suspension for Prohibited Acts
- CommercePreneurs may reject Data or suspend Merchant’s access to the App or Support without notice if Merchant’s use of the App:
- violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement; or
- is being subjected to denial of service attacks or other disruptive activity;
- is being used to engage in denial of service attacks or other disruptive activity;
- is creating a security vulnerability for the App or others;
- is consuming excessive bandwidth;
- is causing or is likely, in the reasonable opinion of CommercePreneurs, to cause harm to CommercePreneurs or others;
- involves the creation, promotion or processing of sexually explicit materials, violence, discrimination or vilification based on race, sex,
religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities; - violates any intellectual property or other proprietary rights of any third party.
- CommercePreneurs will, in the reasonable exercise of its discretion, try to limit the suspension to the affected portion of the App and promptly
resolve the issues causing the suspension of the App. - Nothing in this clause limits CommercePreneurs’s right to terminate for cause as described in this Agreement, if CommercePreneurs determines that
Merchant is acting, or has acted, in a way that has or may negatively reflect on or affect CommercePreneurs, our prospects, or our customers. - CommercePreneurs may, without notice, review, edit and delete any Data that we determine in good faith violates these terms, however
CommercePreneurs has no duty to pre-screen, control, monitor or edit Data. - CommercePreneurs will provide Merchant with notice of non-payment of any amount due. Unless the full amount has been paid, CommercePreneurs may
suspend Merchant’s access to the App and/or withhold access to outputs of the App. If Merchant’s access to the App is suspended for non-payment,
we may charge a re-activation fee to reinstate your access to the App.
17. Suspension for Unfair Actions
- If Merchant is not satisfied with the App or the Services for any reason then CommercePreneurs expects the Merchant to contact CommercePreneurs and provide sufficient details to CommercePreneurs so that we are given a reasonable opportunity to investigate and respond to the reasons for the Merchant’s dissatisfaction before Merchant makes public statements which could harm our reputation.
- CommercePreneurs reserves the right to suspend Merchant’s access to the App or Support or terminate this Agreement if the Merchant:
- fails to comply with the reporting process described in clause 17.1; or
- fails to comply with the support process through the submission of duplicate tickets for the same issue or submission of a duplicate issue via duplicate channels; or
- publishes statements which have the potential to damage the reputation of CommercePreneurs when the basis for those statements is false or untruthful, in the reasonable opinion of CommercePreneurs or has threatened or been abusive to CommercePreneurs employees, prospects or our customers; or
- if CommercePreneurs has been denied the opportunity to investigate and respond in accordance with the foregoing process.
18. Termination for Cause
- If an Insolvency Event occurs in relation to the Merchant or any other event occurs which gives CommercePreneurs reasonable grounds for doubting
the credit of the Merchant (including, the Merchant’s failure to make any payment when due under this Agreement), CommercePreneurs may by notice
to the Merchant, at CommercePreneurs’s option and without prejudice to any other right it may have:- require the Merchant to make payment of the balance of any Fees unpaid in full before or on delivery of the Services; or
- suspend or terminate this Agreement or cancel any undelivered or uncompleted Services under this Agreement.
- CommercePreneurs may terminate this Agreement by written notice to the Merchant effective immediately or from a later date specified in the notice
if the Merchant:- fails to make any payment when due;
- breaches a clause of this Agreement which is not capable of remedy;
- breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by
CommercePreneurs which identifies the breach and requests remedy; or - acts, or has acted, in a way that has or may negatively reflect on or affect CommercePreneurs, our prospects, or our customers or has
threatened or been abusive to CommercePreneurs employees, prospects or our customers;
- The Merchant may terminate this Agreement by written notice to CommercePreneurs effective immediately or from a later date specified in the notice
if CommercePreneurs:- breaches a clause of this Agreement which is not capable of remedy; or
- breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by
the Merchant which identifies the breach and requests remedy;
- On termination of this Agreement CommercePreneurs has no obligation to provide Services to the Merchant or to maintain Merchant’s access to the
App. - If this Agreement is terminated, then the Merchant will remain liable to pay to CommercePreneurs and CommercePreneurs is entitled to recover from
the Merchant all Fees that are or were due for payment before termination and have not been paid.
19. Feedback and Consultation
- CommercePreneurs welcomes feedback and suggestions on how the App and the Services and the Translated data could be improved and we invite your consultation with us for that purpose. Feedback provided by Merchant to CommercePreneurs shall be the Confidential Information of CommercePreneurs.
20. General
- In this Agreement:
- Headings are for convenience only and do not affect the interpretation of this Agreement.
- A reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
- An expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.
- A reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
- A reference to a document includes an amendment or supplement to, or replacement or novation of, that document.
- A reference to a party to a document includes that party’s successors and permitted assigns.
- All amounts payable under this Agreement are to be calculated and paid in United States dollars.
- Notices under this Agreement must be in writing. A notice may be delivered to a party by hand or by email to that party at the address shown at the start of this Agreement or to an alternate email address notified to the party giving the notice. A notice given to a person in accordance with this clause is treated as having been given and received:
- if delivered to a person’s address, on the day of delivery; or
- if delivered by email, on the Business Day after it is despatched provided that the sender does not receive a message to the effect that the sender is out of office or that delivery has failed.
- This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.
- This Agreement may only be amended by a further written agreement signed by the authorised representatives of the Merchant and CommercePreneurs.
- Any failure by either party to insist upon strict performance by the other party of any provision in this Agreement will not be taken to be a waiver of any existing or future rights of that party in relation to the provision.
- If any provision of this Agreement is invalid, illegal or unenforceable, this Agreement takes effect (where possible) as if it did not include that provision.
- The provisions of clauses 4, 10, 11, 12, 13, 14 and 20 survive termination or expiry of this Agreement.
- This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.
- Neither party is liable for any delay or failure to perform its obligations under this agreement if the delay is due to natural disaster or other event beyond its reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, or strikes or other labour problems.
- This Agreement is governed by the laws of the State of. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.
Schedule A
Support Services are comprised of:
- Email Support requests should be addressed to friends@commercepreneurs.com. CommercePreneurs will respond to email requests promptly and in the order in which they are received however CommercePreneurs makes no guarantee as to when a response or a fix (if required) will be provided to Merchant; CommercePreneurs further reserves the right to limit support per the Support Policy.
- Forums accessible here: https://support.CommercePreneurs.com
- Service Documentation accessible here https://support.zeyta.com
- CommercePreneurs will make available to the Merchant all updates and patches as they are released by CommercePreneurs from time to time. CommercePreneurs will provide the Merchant with Error Corrections as they become available, via an Update to the Software.
Support Services do not include:
- Telephone support or support onsite at the Merchant’s premises;
- Assistance in configuring or optimising the App to operate in or with the Merchant’s information technology or telecommunications systems.
CommercePreneurs makes no uptime guarantee or any other service level commitment or warranty beyond the statements contained in the Agreement terms and conditions.
Shopify Admin Access (for Support Services)
If we require access to Merchant’s store we will request that a Shopify staff account or Shopify Partner collaborator account be created using our support email address.
At no time will we ask for Merchant’s Shopify admin login credentials. CommercePreneurs’s policy is to only use our support email to access your Shopify store so we cannot, and will not, use your Shopify admin credentials.
Telephone support
We do not provide telephone support. Our online support system allows us access to your website, account activity, system details, and other information so we can troubleshoot effectively, as well as keeping detailed records about your issue in one place. Additionally, building a site can require complex information and detailed instructions that can be difficult to explain over the phone without screenshots. Finally, it's faster. We can quickly get to the bottom of your questions without putting you on hold.
Schedule A
Telephone support
Fees are charged according to a Subscription Model. Under this model:
- a subscription fee (Fee) is charged by CommercePreneurs to the Merchant per month in advance via the Shopify monthly billing process;
- App installation and customization are billed via PayPal. Payment is required in advance of any work being performed. We reserve the right to refuse to provide service to any Merchant if an account is past due.
- We will accept return requests within 24 hours of purchase. At our discretion, we may decline the return or charge Merchant a fee if significant support has been provided.
- App installation or customization fees are non-refundable.
- Upon valid termination of the Agreement, Fees will be charged on a pro rata basis for the number of days the App has been in use during that month of the billing cycle. A portion of the unused Fees for the balance of the monthly billing cycle will be refunded, (proportional to the number of days in that month after the date of valid termination.)
The Fee is expressed as exclusive of VAT and any other applicable government charges or taxes. Where required by law, those charges are added to the Fee.
Fees will be clearly described in the Order Form or Quote.
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