Agreements

Terms of service and merchant agreement · Drafted 11 August 2026 · Effective [EFFECTIVE DATE] · Not yet in force

1. Accepting these terms

These terms form an agreement between you and [COMPANY LEGAL NAME] ("Priceflag", "we", "us") covering the Priceflag Shopify app, the Priceflag web application, the priceflag.com site and everything we provide through them (together, the "Service").

You accept them by installing the app on a Shopify store, creating an account, or using the Service in any way. If you accept on behalf of a company, you confirm you are authorised to bind it, and "you" means that company.

If you do not agree, do not install the app. Our Privacy Policy is part of this agreement and is incorporated by reference. Your separate agreements with Shopify continue to apply and nothing here overrides them.

2. What the Service does

Priceflag helps Shopify merchants change prices deliberately rather than blindly. It:

• forecasts the likely effect of a proposed price change from your historical product, pricing and order data;
• releases a new price to a growing share of your store's traffic, in the stages you configure;
• tracks profit-per-visitor against a guardrail threshold you set; and
• reverts the price to its previous value automatically if that guardrail is breached.

A forecast is a statistical estimate from past data. It is not a guarantee, not a prediction of revenue, and not advice about what you should charge. What actually happens depends on seasonality, competitors, inventory, marketing and a great many things Priceflag cannot observe.

We may add, change or remove features as the product develops. If we materially reduce functionality you depend on, we will give you reasonable notice first.

3. Eligibility and your account

• You must be at least 18, capable of forming a binding contract, and operating a genuine business.
• You must have an active Shopify store and the authority to change prices on it.
• You are responsible for the accuracy of what you tell us and for keeping it current — cost of goods in particular, since every margin calculation runs off it.
• You are responsible for your credentials and for everything done under your account, including by teammates you invite. Tell us promptly at hello@priceflag.com if you suspect unauthorised access.
• We may refuse, suspend or close an account where we reasonably believe these terms have been broken or where continuing would expose us to legal risk.

4. Your prices remain your responsibility

This is the most important section on the page, so it is stated plainly rather than in legal register.

• Every price is your decision. You choose the products, the candidate prices, the traffic percentages, the stage schedule and the guardrail. Priceflag executes the configuration you approved. You remain solely responsible for what you charge and for every commercial consequence of it.
• Pricing-law compliance is yours. That covers consumer protection and price-display rules, reference-price and strikethrough-discount rules such as the EU Omnibus Directive and comparable state laws in the US, advertising standards, sales tax and VAT treatment, promotion and coupon law, marketplace and sales-channel policies, price-parity commitments you have made to any partner, and any obligation to price consistently across markets. We do not review your prices for legality and we are not able to.
• Personalised pricing has its own rules. Some jurisdictions require disclosure when a price has been set by automated means, and some prohibit differentiating price on protected characteristics. Configuring Priceflag in a way that touches those rules is your call and your responsibility.
• Check what you launch. Confirm cost data, currency, market and product selection before an experiment starts. A wrong input becomes a wrong price on a live storefront within minutes.
• Watch your own store. Priceflag is an instrument, not a substitute for paying attention. Know how to set a price back by hand in Shopify.

5. What automation can and cannot promise

Guardrail monitoring and automatic rollback are the features people rely on most, so it is worth being exact about what they depend on. Each of these can fail, and a failure means a price stays live when you expected it to be pulled.

• Data has to arrive. Guardrails are evaluated from order and traffic data supplied by Shopify. If Shopify's API is slow, rate-limited, degraded or reporting late, a breach can go undetected until the data catches up.
• Our systems have to be running. An outage, a deploy problem or a bug on our side can delay or prevent a rollback.
• We have to still hold write access. If the app is uninstalled, its permissions are revoked, or its access token is invalidated, we cannot write any price at all — including a rollback.
• Small samples are noisy. At 5% of traffic a guardrail may fire on ordinary variance, or fail to fire on a real decline, simply because too few visitors have been through. Confidence improves as the rollout widens; it is never absolute.
• Other systems change prices too. Bulk edits, other apps, sales channels, discount rules and manual admin changes can move a price out from under an experiment. Priceflag records what it wrote, not what everything else wrote.

We commit to building these mechanisms carefully and to telling you when they fail. We do not and cannot warrant that a guardrail will always be detected or that a rollback will always execute.

6. Acceptable use

You may not, and may not permit anyone else to:

• use the Service unlawfully, or to present prices in a way that deceives shoppers;
• coordinate pricing with competitors, or otherwise use the Service to facilitate collusion, resale price maintenance or any other anti-competitive conduct;
• connect a store you are not authorised to manage, or feed in data you have no right to use;
• reverse engineer, decompile, scrape or attempt to derive our models or source code, except to the extent that restriction is unenforceable where you are;
• resell, sublicense, white-label or provide the Service to third parties as your own product without our written agreement;
• probe, load-test or interfere with the Service or its infrastructure, or circumvent usage limits, rate limits or security controls;
• upload malware, or anything infringing or unlawful.

We may investigate suspected breaches and suspend access while we do. Where suspension is not urgent, we will tell you first.

7. Fees and billing

• Shopify requires App Store apps to charge through Shopify's own billing, so your Priceflag subscription is billed by Shopify alongside your Shopify invoice. We never see your card.
• The plan, price and any free trial are shown in our Shopify App Store listing and again in the app before you subscribe. Those screens are authoritative.
• Subscriptions renew automatically until cancelled. You can cancel at any time; cancellation takes effect at the end of the current billing period, and you keep access until then.
• Fees are non-refundable except where the law requires otherwise or where we agree in writing. Shopify's own refund handling applies to charges it processes.
• Prices exclude taxes. You are responsible for any sales, use, VAT or similar tax, other than tax on our income.
• We may change our prices with at least 30 days' notice before your next renewal, given by email or in the app. If you do not want the new price, cancel before it takes effect.
• If a charge fails we may suspend the Service after reasonable notice. Suspension does not undo prices already live on your store, and it stops guardrail monitoring. You remain responsible for whatever is live.

8. Your data

It stays yours. Your store data, your product and order records, and the experiment configurations you create belong to you. You grant us a limited licence to host, process, transmit and display that data solely to operate the Service for you and as described in the Privacy Policy.

We act on your instructions. For the personal data inside your store we are a processor and you are the controller. We will process it only to provide the Service, assist you with data subject requests, and honour Shopify's mandatory compliance webhooks — customers/data_request, customers/redact and shop/redact — which reach us automatically. If you need a signed data processing agreement, ask at the address in section 18.

Aggregated statistics. We may produce de-identified, aggregated statistics that cannot reasonably be linked back to you, your store or your customers, and use them to improve and describe the Service. We will not publish anything that discloses your individual prices, costs, margins or performance.

Deletion. Shopify's API terms require us to delete every copy of your data within 30 days of uninstall or termination, except where law requires retention. Export anything you want to keep before you go.

Feedback. If you send us suggestions we may use them freely, without obligation or payment to you.

9. Intellectual property

The Service — the software, the forecasting models, the interface, the documentation, and the Priceflag name and marks — belongs to us and our licensors. We grant you a limited, non-exclusive, non-transferable, revocable right to use it while your account is in good standing and you comply with these terms. No rights are granted beyond that, and nothing here transfers ownership of anything.

10. Shopify and other dependencies

Priceflag runs on Shopify and cannot work without it. Your use of Shopify is governed by your agreement with Shopify, not by us. We are not responsible for Shopify's availability, API behaviour, rate limits, data accuracy, deprecations or platform changes, and any of those can stop forecasts, rollouts, guardrail monitoring or automatic rollbacks from working.

• You are responsible for keeping your Shopify account in good standing and for the permissions you grant the app.
• Uninstalling revokes our access immediately. Any price that is live at that moment stays live. We cannot roll it back, because write access is gone. Return your prices to where you want them before you uninstall, not after.
• The same is true if you revoke the app's scopes, change store ownership, or close and reopen the store: our ability to write ends, whatever price is in place persists.
• The Service also relies on other providers described in the Privacy Policy. Their own terms govern their own services.

11. Availability and support

We aim to keep the Service available continuously, but we do not offer a service level agreement or an uptime guarantee, and we may take the Service down for maintenance. Where maintenance is planned and likely to interrupt an active experiment, we will give notice in the app.

Support runs by email at hello@priceflag.com during business hours. We try to answer quickly and we do not promise a response time.

12. Disclaimers

To the fullest extent the law permits, the Service is provided "as is" and "as available", without warranties of any kind, express, implied or statutory, including merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

We do not warrant that the Service will be uninterrupted, timely, secure or error-free; that any forecast will prove accurate; that a guardrail breach will always be detected; that a rollback will always execute or execute in time; or that using Priceflag will increase your revenue, margin or profit. Priceflag is a tool. It is not financial, tax, legal, accounting or investment advice.

Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you, and nothing here removes rights you hold that cannot be excluded by contract.

13. Limitation of liability

To the fullest extent the law permits, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost margin, lost sales, lost goodwill, business interruption or lost data, even if it was warned such losses were possible.

Our total aggregate liability arising out of or relating to these terms or the Service will not exceed the greater of [LIABILITY CAP] and the fees you paid us in the twelve months immediately before the event giving rise to the claim.

Nothing here limits liability that cannot lawfully be limited, including liability for fraud or fraudulent misrepresentation, for wilful misconduct, or for death or personal injury caused by negligence.

These limits reflect an allocation of risk that both parties accept, and the fees for the Service are set on that basis.

14. Indemnification

You will defend, indemnify and hold harmless Priceflag and its officers, employees and agents against any third-party claim, and any resulting loss, liability, damages, cost and reasonable legal fees, arising from the prices you set, your use of the Service, the data you connect to it, your breach of these terms, or your violation of any law or third-party right.

We will notify you promptly of any such claim, give you reasonable control of the defence, and cooperate at your expense. You may not agree a settlement that imposes any obligation or admission on us without our written consent.

15. Term and termination

• These terms apply from your first use of the Service until they are terminated.
• You may leave at any time by cancelling your plan and uninstalling the app from Shopify.
• We may suspend or terminate access for breach, non-payment, legal risk or prolonged inactivity — with notice where practical, and immediately where the circumstances require it.
• Settle your prices before you leave. Termination and uninstall both stop guardrail monitoring and automatic rollback. Whatever price is live at that moment stays live on your storefront until you change it yourself in Shopify. There is no automatic restore on exit, and once access is revoked we have no way to provide one.
• On termination your right to use the Service ends, and we handle your data as set out in section 8 and the Privacy Policy.
• Sections 4, 5, 8, 9, 12, 13, 14, 17 and 18 survive termination, along with any other provision that by its nature should.

16. Changes to these terms

We may update these terms as the Service changes and as the law does. The date at the top reflects the current version. For material changes we will give at least 30 days' notice by email or in the app. Continuing to use the Service after a change takes effect means you accept it; if you do not, cancel and uninstall before then.

17. Governing law and disputes

These terms are governed by the laws of [GOVERNING LAW AND VENUE], without regard to conflict-of-law rules, and the courts there have exclusive jurisdiction — subject to any mandatory rights you hold under the law where you live or trade.

We would much rather fix a problem than litigate one. Before filing anything, email hello@priceflag.com with a description of the dispute and what you want, and give us 30 days to work it out with you in good faith. That period does not limit either party from seeking urgent injunctive relief.

18. General

• These terms and the Privacy Policy are the entire agreement between us on this subject and replace anything said or written earlier.
• If a provision is held unenforceable, it is narrowed to the minimum extent necessary and the rest stays in force.
• Not enforcing a right is not a waiver of it.
• You may not assign these terms without our written consent. We may assign them to a successor in a merger, acquisition or sale of substantially all assets.
• Neither party is liable for delay or failure caused by events beyond its reasonable control, including platform outages at Shopify.
• Nothing here creates a partnership, joint venture, agency or employment relationship, and there are no third-party beneficiaries.
• Notices to you go to the email on your account. Notices to us go to the addresses below.

19. Contact us

Questions about these terms, or anything on this page that looks wrong: hello@priceflag.com.

Formal legal notices: [COMPANY LEGAL NAME], [REGISTERED ADDRESS].

See also the Privacy Policy describing how we handle your data.