Terms of Service
Version 2.0 — Last updated 31 October 2026
These terms of service (the “Terms”) are a binding agreement between you (the “Customer” or “you”) and CloudRev Intelligence Ltd, a company registered in England and Wales with registered office at 71–75 Shelton Street, London WC2H 9JQ (“CloudRev”, “we” or “us”).
These Terms govern your access to and use of CloudRev’s software products, including MarginChief, and any related services. MarginChief is distributed as an app through the Shopify App Store and is billed through Shopify. The particular product or products you have subscribed to are identified in your Order.
They take effect when you accept them, install the app on your Shopify Store, or first access the Services, whichever is earliest.
The Services are provided to businesses only. By accepting these Terms you confirm that you are acting for purposes relating to your trade, business, craft or profession and not as a consumer. Please read clause 14, which limits our liability to you, and clause 4.3, which allocates responsibility for your accounting, tax and customs positions.
Contents
- Definitions
- Business customers only
- The services and right to use
- Customer responsibilities
- Artificial intelligence features
- Support and availability
- Fees and payment
- Confidentiality
- Data protection
- Intellectual property and customer data
- Warranties and disclaimer
- Indemnities
- Term, termination and data retrieval
- Limitation of liability
- Governing law and disputes
- General
1. Definitions
1.1 In these Terms, the following definitions apply:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting securities or equivalent interests.
“Aggregated Data” means data derived from Customer Data or the Customer’s use of the Services that has been aggregated with data from other customers and anonymised so that it does not identify, and cannot reasonably be used to identify, the Customer, any Authorised User, any of the Customer’s suppliers or customers, or any individual.
“Authorised User” means an employee, contractor, agent or professional adviser of the Customer whom the Customer authorises to access the Services under its account.
“Credits” means prepaid units purchased by the Customer which entitle it to document processing in addition to the allowance included in its plan, as described in clause 7.12.
“Credit Entitlement” means the amount of document processing to which one Credit entitles the Customer, determined in accordance with clause 7.13.
“Customer Data” means all information, data, documents and content submitted to or generated within the Services by or on behalf of the Customer or an Authorised User, including supplier invoices, purchase orders, shipping and freight documents, duty and tariff records, Store Data, and the cost records produced from them. Customer Data does not include Aggregated Data.
“Data Protection Legislation” means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and, where applicable to the processing in question, Regulation (EU) 2016/679, in each case as amended or replaced from time to time.
“DPA” means the data processing addendum available at https://marginchief.com/legal/dpa, which is incorporated into and forms part of these Terms.
“Documentation” means the user documentation for the Services that CloudRev makes available at marginchief.com or within the Services.
“Fees” means the subscription charges, Credit purchases and other charges payable by the Customer for the Services, as set out in the Order or in the Product Description at the time of purchase.
“Order” means the Customer’s selection of a plan, or purchase of Credits, through the Shopify billing flow for the Services, or a written order form agreed between the parties that incorporates these Terms.
“MarginChief” means CloudRev’s hosted product for landed cost calculation, inventory cost allocation and related reporting.
“Product Description” means the description of a plan or of Credits presented to the Customer at the point of purchase, including on the Shopify App Store listing and the plan selection and charge approval pages presented through Shopify, which states the applicable price, billing cycle, features, allowances, limits and Credit Entitlement at that time.
“Product” means MarginChief and any other CloudRev software product identified in an Order.
“Services” means the Products the Customer has subscribed to under an Order, together with any related support CloudRev provides.
“Shopify” means Shopify Inc. and its group companies, which operate the Shopify platform, the Shopify App Store and the billing system through which the Fees are charged.
“Shopify Store” means the Customer’s store on the Shopify platform on which the Customer has installed the Services.
“Store Data” means data the Services read from the Shopify Store under the permissions the Customer grants on installation, being store locations, orders, products, sales channel publications and inventory, together with changes the Services write to inventory in the Shopify Store under clause 3.8.
“Subscription Term” has the meaning given in clause 13.1.
“CloudRev IP” means the Services, the Documentation, all software, algorithms, models, interfaces and know-how underlying them, all Aggregated Data, and all intellectual property rights in any of the foregoing. CloudRev IP does not include Customer Data.
1.2 Clause headings do not affect interpretation. References to “including” and similar expressions are without limitation. A reference to legislation includes any amendment or re-enactment of it.
2. Business customers only
2.1 The Services are supplied to businesses only. By entering into these Terms the Customer represents and warrants that it is acting wholly for purposes relating to its trade, business, craft or profession, and not as a consumer.
2.2 The Customer acknowledges that it does not benefit from, and these Terms are not intended to confer, the statutory protections available to consumers under the Consumer Rights Act 2015 or the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
2.3 Sole traders, freelancers and other unincorporated businesses may use the Services and are treated as business customers under these Terms, provided they subscribe for business purposes.
2.4 The person accepting these Terms represents that they have authority to bind the Customer.
2.5 Availability and local law. The Services are made available through the Shopify App Store, which can be accessed in many countries, but they are operated from the United Kingdom and are not directed at any particular country other than those in which CloudRev actively markets them. CloudRev makes no representation that the Services are appropriate or available for use in any particular jurisdiction. The Customer is responsible for compliance with the laws of its own jurisdiction, including any local requirements relating to accounting records, customs declarations, electronic invoicing, data localisation and taxation, and accesses the Services on its own initiative.
2.6 CloudRev may decline to provide, or may withdraw, the Services in any jurisdiction where their provision would be unlawful, would require CloudRev to register or obtain a licence, or would breach applicable sanctions.
3. The services and right to use
3.1 Subject to the Customer’s compliance with these Terms and payment of the Fees, CloudRev grants the Customer a non-exclusive, non-transferable, non-sublicensable right for the Subscription Term to access and use the Services and Documentation for the Customer’s internal business purposes.
3.2 The Customer may permit Authorised Users to use the Services under its account, up to any user or usage limits stated in the Order. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.
3.3 The Customer shall not, and shall not permit any person to: (a) copy, modify or create derivative works of the CloudRev IP; (b) rent, lease, lend, resell, sublicense or otherwise make the Services available to any third party except as expressly permitted by clause 3.2; (c) reverse engineer, decompile or disassemble any part of the Services, except to the extent this restriction cannot lawfully be excluded under section 50B or 50BA of the Copyright, Designs and Patents Act 1988; (d) remove any proprietary notice from the CloudRev IP; (e) use the Services to build a competing product or service, or for competitive benchmarking intended for publication; (f) circumvent any security or access control measure, or access the Services other than through valid credentials; or (g) upload any material that is unlawful or that contains malicious code.
3.4 For the avoidance of doubt, use of the Services by the Customer in the ordinary conduct of its own commercial business is expressly permitted and is the intended use of the Services.
3.5 CloudRev reserves all rights not expressly granted in these Terms.
3.6 Operational limits. The Services are subject to operational limits, including limits on the number of times a single document may be re-processed, on request rates, and on the volume of data submitted in a given period. The limits applicable to the Customer are those stated in the Product Description for its current plan, as varied by any notice given under this clause. CloudRev may change these limits on not less than 30 days’ written notice, and a change which reduces a limit takes effect from the start of the Customer’s next billing period. CloudRev may apply an immediate change to a limit, without notice, where it is reasonably necessary to protect the security, stability or availability of the Services, or to prevent use which is abusive, fraudulent or disproportionate to the Customer’s plan. CloudRev shall notify the Customer of any such immediate change as soon as reasonably practicable and shall limit it to what is reasonably necessary. Notice under this clause is given to the email address on the Customer’s account. A change notified under this clause is reflected in the Product Description presented on any subsequent purchase.
3.7 Connection to the Shopify Store. To use the Services the Customer must install them on a Shopify Store and authorise them to access that store through Shopify. The Customer authorises CloudRev to read Store Data and to write to inventory in the Shopify Store under the permissions shown to the Customer on installation. Each Authorised User also signs in to the Services with credentials issued by CloudRev. Uninstalling the Services from the Shopify Store revokes their access to it.
3.8 Changes written to the Shopify Store. The Services write changes to inventory in the Shopify Store only on the instruction of the Customer or an Authorised User, including through any automatic update the Customer has enabled. The Customer is responsible for reviewing those changes before they are applied, and for any consequence of applying them in the Shopify Store. Clause 4.3 applies to them.
3.9 Shopify platform. The Customer’s use of the Shopify platform is governed by its own agreement with Shopify. Shopify is not a party to these Terms and is not responsible for the Services. CloudRev does not control the Shopify platform, and the Services may be affected by changes Shopify makes to its platform, its interfaces, its permissions or its app store policies. Where such a change requires CloudRev to change the Services, CloudRev shall use reasonable efforts to keep the Services substantially in accordance with the Documentation, and clause 7.8 applies to any resulting change that materially reduces the functionality of the Customer’s plan.
4. Customer responsibilities
4.1 The Customer is responsible for: (a) the accuracy, quality and legality of Customer Data and the means by which it acquired it; (b) obtaining all rights and consents necessary for CloudRev to process Customer Data in accordance with these Terms; (c) maintaining the security and confidentiality of account credentials, including access to its Shopify Store; and (d) all activity occurring under its account.
4.2 The Customer shall notify CloudRev without undue delay on becoming aware of any unauthorised use of or access to its account.
4.3 The Services are a calculation and record-keeping tool. The Customer remains solely responsible for its own accounting treatment, statutory filings, customs declarations, duty and tax positions, inventory values and costs recorded in its Shopify Store, and for review of any output before relying on it. CloudRev does not provide accounting, tax, customs or legal advice, and no output of the Services constitutes such advice.
4.4 The Customer shall not submit to the Services any special category personal data within the meaning of the UK GDPR, payment cardholder data, or data subject to sector-specific regimes (including HIPAA-regulated health data) without CloudRev’s prior written agreement.
5. Artificial intelligence features
5.1 The Services may use machine learning and large language models, including models operated by third-party providers, to extract, classify and reconcile information from documents submitted by the Customer (“AI Features”).
5.2 CloudRev shall not use Customer Data, or any input or output of the AI Features derived from Customer Data, to train, fine-tune or otherwise improve any machine learning model made available to any other customer or third party, and shall contractually require its model providers not to do so.
5.3 As between the parties, the Customer owns all inputs it submits to the AI Features and all outputs generated from them, subject to CloudRev’s rights in the CloudRev IP.
5.4 The Customer acknowledges that outputs of the AI Features may be inaccurate or incomplete, and that similar inputs may produce similar outputs for other customers. The Customer shall apply human review to any output before relying on it for accounting, tax, customs or commercial purposes, or before writing it to its Shopify Store. Clause 4.3 applies to all such output.
6. Support and availability
6.1 CloudRev shall use commercially reasonable efforts to make the Services available 24 hours a day, except for planned maintenance (for which CloudRev shall give reasonable advance notice where practicable), emergency maintenance, any unavailability or interruption of the Shopify platform or its interfaces, and any unavailability caused by an event outside CloudRev’s reasonable control.
6.2 CloudRev shall provide support by email at info@marginchief.com during normal business hours in the United Kingdom, and shall use commercially reasonable efforts to respond promptly. Support for the Services is provided by CloudRev, not by Shopify.
6.3 CloudRev shall maintain appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss or destruction, as further described in the DPA.
6.4 CloudRev performs routine backups of Customer Data but the Customer is responsible for retaining its own copies of source documents and records it is required to keep under applicable law.
7. Fees and payment
7.1 Billing through Shopify. CloudRev supplies the Services to the Customer and charges the Fees through Shopify’s billing system, with Shopify acting as CloudRev’s billing agent. Fees are added to the Customer’s Shopify invoice and collected by Shopify using the payment method on the Customer’s Shopify account, and Shopify pays CloudRev’s share to CloudRev. No Fees are payable through any other channel.
7.2 Shopify’s terms. The Customer’s payment of its Shopify invoice, and the payment method it uses, are governed by its agreement with Shopify. These Terms govern the Customer’s purchase and use of the Services. Where these Terms or applicable law give the Customer a right in relation to the Fees, that right applies regardless of how Shopify processes the charge.
7.3 Fees. The Customer shall pay the Fees set out in the Order. Unless the Order states otherwise, subscription Fees are charged in advance for each billing cycle, which is either 30 days or one year as stated in the Product Description. Fees are charged in the currency Shopify uses for the Customer’s Shopify invoice where CloudRev offers pricing in that currency.
7.4 Automatic renewal. The subscription renews automatically at the end of each billing cycle unless cancelled in accordance with clause 13. By approving the charge through Shopify, the Customer authorises the recurring Fees to be added to its Shopify invoice until cancellation.
7.4A Plan changes. Where the Customer moves to a different plan during a billing cycle, Shopify applies a prorated charge or credit, or defers the change to the end of the cycle, according to its billing rules and as shown to the Customer when it approves the new plan.
7.5 Free trial. CloudRev offers a free trial of the length stated in the Product Description. At the end of the trial the Customer’s chosen subscription begins and the Fees are added to its Shopify invoice, unless the Customer cancels the subscription or uninstalls the Services before the trial ends.
7.6 Taxes. Fees are exclusive of VAT, GST, sales tax and equivalent transaction taxes. Where such taxes apply, they may be calculated and added by Shopify to the Customer’s Shopify invoice, and the Customer shall pay them. Where tax is due on the Fees but is not charged through Shopify, CloudRev may charge it to the Customer separately, and where the reverse charge mechanism applies, the Customer shall account for the tax itself. The Customer shall keep accurate business location and tax registration information on its Shopify account and shall give CloudRev its VAT or GST registration number on request, and is responsible for any tax arising from information it gives incorrectly. This clause does not affect the Customer’s own tax obligations, which remain its responsibility under clause 4.3.
7.7 Refunds. The Customer may request a refund within 14 days of the date a charge is added to its Shopify invoice, in accordance with CloudRev’s refund policy published at https://marginchief.com/legal/refund. Refund requests are made to CloudRev at info@marginchief.com, not to Shopify. Any refund CloudRev gives under these Terms is issued through Shopify’s billing system and credited to the Customer’s Shopify account; where a charge has not yet been paid, CloudRev may instead credit it so that it is removed from the Customer’s Shopify invoice. Any statutory withdrawal or cancellation right available to the Customer applies in addition, and the higher level of protection applies. Clauses 7.13 and 7.15 give the Customer further rights in respect of Credits. Where a refund is issued, access to the Services ends on the date of the refund unless CloudRev agrees otherwise.
7.8 Changes to Fees, plans and features. CloudRev may, on not less than 30 days’ written notice to the email address on the Customer’s account: (a) change the Fees for a plan; (b) change the features, allowances or limits included in a plan; or (c) cease to offer a plan. A change under (a) or (b) takes effect from the start of the Customer’s next billing cycle. Where Shopify requires the Customer to approve a change in Fees, the change takes effect only once the Customer approves it, and if the Customer does not approve it the subscription ends at the end of the then-current billing cycle. If a change materially reduces the functionality or allowances of the plan to which the Customer subscribes, or if CloudRev ceases to offer that plan and the Customer does not wish to move to the plan CloudRev offers in its place, the Customer may terminate the affected subscription by written notice given before the change takes effect, and shall receive a refund of Fees prepaid for any period after termination. A change notified under this clause is reflected in the Product Description presented on any subsequent purchase or renewal.
7.8A Free trials. CloudRev may vary or withdraw any free trial offer at any time in respect of customers who have not yet begun a trial. A change to a free trial offer does not affect a trial already in progress, which continues on the terms stated when it began.
7.9 Failed and late payment. If the Customer’s Shopify invoice is not paid, or its Shopify billing account is frozen or suspended, its subscription to the Services may be frozen by Shopify and CloudRev may suspend access to the Services on 10 days’ written notice until payment is made in full. The Customer must notify CloudRev in writing within 30 days of a charge appearing on its Shopify invoice if it disputes that charge in good faith.
7.10 Chargebacks. The Customer should contact CloudRev before raising a chargeback or payment dispute relating to the Fees. Chargebacks and payment disputes are handled by Shopify under its own processes. If a chargeback is raised, access to the Services may be suspended while it is reviewed. This does not affect the Customer’s lawful rights to dispute a charge.
7.11 Fraud prevention. CloudRev and Shopify may apply reasonable fraud-prevention measures, including usage limits on new accounts, and declining, crediting or reversing charges where fraud or abuse is suspected.
7.12 Credits. CloudRev may offer Credits, which the Customer may purchase to process documents in addition to the allowance included in its plan. Credits are purchased as one-time charges through Shopify’s billing system and added to the Customer’s Shopify invoice. Credits are applied only after the allowance included in the Customer’s plan for the relevant period has been used, and are consumed in the order in which they were purchased, oldest first.
7.13 Credit Entitlement and changes to it. The Credit Entitlement applicable at any time is the entitlement most recently notified to the Customer under this clause or, where no such notice has been given, the entitlement stated in the Product Description for the Customer’s most recent purchase of Credits. CloudRev may change the Credit Entitlement on not less than 30 days’ written notice to the email address on the Customer’s account. Where a change reduces the Credit Entitlement, the Customer may, within 30 days after the notice, request a refund of any Credits which are unused at the date of the request, at the price paid for them, and CloudRev shall refund them in accordance with clause 7.7. A change which increases the Credit Entitlement applies to all unused Credits from the date it takes effect. A change notified under this clause is reflected in the Product Description presented on any subsequent purchase of Credits.
7.14 Expiry and nature of Credits. Credits expire 12 months after the date of purchase unless a longer period is stated at the time of purchase, and expired Credits are forfeited without refund. Credits have no cash value, are not transferable between customers, accounts or Shopify Stores, may be redeemed only against CloudRev’s own services, and cannot be exchanged for money except as expressly provided in clause 7.13, clause 7.15 or CloudRev’s refund policy. Credits are not a payment instrument and confer no rights other than those set out in these Terms.
7.15 Credits on termination. On expiry or termination of the Subscription Term, unused Credits are forfeited, save that where CloudRev terminates other than for the Customer’s material breach, where the Customer terminates under clause 7.8, clause 9.6 or clause 13.3, or where the Services are discontinued under clause 13.7, CloudRev shall refund the price paid for any Credits unused at the date of termination.
8. Confidentiality
8.1 “Confidential Information” means information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Customer Data is the Customer’s Confidential Information. The CloudRev IP and CloudRev’s non-public pricing and roadmap are CloudRev’s Confidential Information.
8.2 The receiving party shall keep the disclosing party’s Confidential Information confidential, use it only to perform its obligations or exercise its rights under these Terms, and disclose it only to those of its employees, contractors, professional advisers and Affiliates who need to know it and who are bound by obligations of confidentiality no less protective than this clause. The receiving party is responsible for their compliance.
8.3 Clause 8.2 does not apply to information that is or becomes public through no breach of these Terms, was lawfully known to the receiving party before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.
8.4 A party may disclose Confidential Information to the extent required by law, court order or a regulator, giving the other party reasonable prior notice where lawful. A party may disclose the existence and terms of these Terms to actual or prospective investors, acquirers and lenders under customary confidentiality obligations. CloudRev may disclose to Shopify the information about the Customer’s subscription, charges and refunds that Shopify needs to operate its billing system.
8.5 These obligations continue for three years after termination, and indefinitely in respect of Customer Data and any information that constitutes a trade secret.
9. Data protection
9.1 Where CloudRev processes personal data contained in Customer Data, including Store Data, the Customer is the controller and CloudRev is the processor. Both parties shall comply with the Data Protection Legislation and with the DPA, which is incorporated into these Terms. CloudRev does not request access to the names, email addresses, telephone numbers or postal addresses of the Customer’s own customers through Shopify.
9.1A Requests through Shopify. Shopify may send CloudRev requests to provide or delete personal data held about the Customer’s customers, or to delete the Customer’s Store Data. CloudRev shall act on those requests within 30 days of receipt, except where it is required by law to retain the data, and the Customer authorises CloudRev to do so.
9.2 Hosting. Customer Data, including Store Data, is stored at rest in the United Kingdom, on infrastructure provided by Google Cloud Platform and on database services provided by Supabase, in each case configured to a United Kingdom region. CloudRev shall not change the storage region without giving the Customer prior written notice in accordance with clause 9.6.
9.3 International access and transfers. The Customer acknowledges that, notwithstanding clause 9.2, Customer Data may be accessed from outside the United Kingdom by CloudRev’s sub-processors and by personnel of CloudRev’s group companies, including CloudRev’s development affiliate in Indonesia, for the purposes of providing, supporting, maintaining, securing and debugging the Services. Such access constitutes a restricted transfer under the Data Protection Legislation. CloudRev shall ensure that every such transfer is subject to appropriate safeguards under Article 46 of the UK GDPR, being: (a) where the recipient is in a country covered by UK adequacy regulations or, in the case of a recipient in the United States, certified under the UK Extension to the EU-US Data Privacy Framework, reliance on that adequacy; and (b) in all other cases, the UK International Data Transfer Agreement or the UK Addendum to the EU standard contractual clauses, supported by a transfer risk assessment, as set out in the DPA. Where personal data originating in the European Economic Area is involved, CloudRev shall additionally put in place the EU standard contractual clauses for any onward transfer to a country without an EU adequacy decision.
9.4 Access to production data. Access to Customer Data in production environments is restricted to personnel who require it to resolve a specific issue or maintain the Services. CloudRev shall: (a) grant such access on a role-based, least-privilege basis; (b) bind all personnel with access to written confidentiality obligations that survive termination of their engagement; (c) log access to production environments; and (d) not export or retain Customer Data outside approved systems. CloudRev shall make a summary of its production access controls available to the Customer on reasonable written request.
9.5 Sub-processors. CloudRev maintains a current list of its sub-processors, including their location and the safeguards applicable to each, at https://marginchief.com/legal/subprocessors. The Customer authorises CloudRev to engage the sub-processors on that list.
9.6 Changes to sub-processors and hosting. CloudRev shall give the Customer at least 30 days’ written notice before engaging a new sub-processor or changing the storage region for Customer Data. The Customer may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, the Customer may terminate the affected subscription without penalty and receive a refund of Fees prepaid for any period after termination.
9.7 Breach notification. CloudRev shall notify the Customer without undue delay on becoming aware of a personal data breach affecting Customer Data, and shall provide the information and assistance required under the DPA.
9.8 Aggregated Data. CloudRev may create and use Aggregated Data for the purposes of operating, securing, analysing and improving the Services and producing benchmark statistics, provided that Aggregated Data is not disclosed to any third party in a form that identifies or could reasonably be used to identify the Customer, any Authorised User, or any supplier, customer or price of the Customer.
10. Intellectual property and customer data
10.1 As between the parties, CloudRev owns all right, title and interest in the CloudRev IP. Nothing in these Terms transfers any intellectual property right in the CloudRev IP to the Customer.
10.2 As between the parties, the Customer owns all right, title and interest in Customer Data. The Customer grants CloudRev a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data solely to the extent necessary to provide, secure and support the Services, and to create Aggregated Data in accordance with clause 9.8. This licence terminates on deletion of the Customer Data in accordance with clause 13.5.
10.3 The Customer may export Customer Data at any time during the Subscription Term using the export functionality of the Services. The Customer should export any Customer Data it wishes to keep before uninstalling the Services, because uninstalling leads to deletion under clause 13.5(b).
10.4 If the Customer provides suggestions, comments or other feedback about the Services (“Feedback”), CloudRev may use that Feedback without restriction or payment. CloudRev shall not identify the Customer as the source of Feedback in any public communication without the Customer’s prior written consent. This clause does not transfer to CloudRev any intellectual property right in Customer Data or in the Customer’s own products or services.
11. Warranties and disclaimer
11.1 Each party warrants that it has the authority to enter into these Terms.
11.2 CloudRev warrants that it shall provide the Services with reasonable care and skill and substantially in accordance with the Documentation. The Customer’s exclusive remedy for breach of this warranty is for CloudRev to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable period, to terminate the affected subscription and refund Fees prepaid for the unexpired portion of the then-current billing cycle.
11.3 The Customer warrants that Customer Data, and CloudRev’s processing of it in accordance with these Terms, will not infringe the rights of any third party or breach any applicable law.
11.4 Subject to clause 11.2 and to the extent permitted by law, the Services are provided “as is”. CloudRev does not warrant that the Services will be uninterrupted or error free, that they will meet the Customer’s requirements, or that any output will be accurate or complete. All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
12. Indemnities
12.1 CloudRev shall indemnify the Customer against all damages, costs and expenses finally awarded against, or agreed in settlement by, the Customer arising from a third-party claim that the Customer’s use of the Services in accordance with these Terms infringes that third party’s intellectual property rights in the United Kingdom, the European Union or the United States.
12.2 Clause 12.1 does not apply to the extent the claim arises from Customer Data, from use of the Services in combination with anything not supplied or authorised by CloudRev, from modification of the Services other than by CloudRev, or from use of the Services in breach of these Terms. For this purpose, the Shopify platform is authorised by CloudRev only to the extent the Services are designed to operate with it.
12.3 If a claim under clause 12.1 arises, CloudRev may at its option procure the right for the Customer to continue using the Services, modify or replace the Services so that they are non-infringing, or terminate the affected subscription and refund Fees prepaid for the unexpired portion of the then-current billing cycle. Clauses 12.1 to 12.3 state the Customer’s sole remedy for intellectual property infringement by the Services.
12.4 The Customer shall indemnify CloudRev against all damages, costs and expenses finally awarded against, or agreed in settlement by, CloudRev arising from a third-party claim that Customer Data infringes that third party’s rights or was submitted in breach of applicable law.
12.5 The party seeking indemnity shall notify the other promptly of the claim, give the indemnifying party sole conduct of the defence and settlement (provided that no settlement imposing a non-indemnified liability or admission of fault may be made without the indemnified party’s consent, not to be unreasonably withheld), and provide reasonable assistance at the indemnifying party’s expense.
13. Term, termination and data retrieval
13.1 These Terms begin when the Customer first accepts them, installs the Services on its Shopify Store or first accesses the Services, and continue for the billing cycle stated in the Order, renewing automatically for successive billing cycles of the same length (each, together with the initial period, the “Subscription Term”) until terminated in accordance with this clause.
13.2 The Customer may cancel at any time, either by cancelling its subscription through the Services or its Shopify admin, or by uninstalling the Services from its Shopify Store.
(a) Where the Customer cancels its subscription but keeps the Services installed, cancellation takes effect at the end of the then-current billing cycle, and the Customer retains access until then.
(b) Where the Customer uninstalls the Services, Shopify cancels the subscription immediately, no further Fees are charged, and no refund or credit is given for the remainder of the then-current billing cycle unless CloudRev agrees otherwise. Uninstalling also revokes the Services’ access to the Shopify Store and leads to deletion of Customer Data under clause 13.5(b). If the Customer reinstalls the Services before the end of that billing cycle, it may use them for the rest of the cycle, but Customer Data already deleted cannot be restored.
13.3 Either party may terminate immediately by written notice if the other commits a material breach that is incapable of remedy, or that is capable of remedy and is not remedied within 30 days of written notice, or if the other becomes insolvent, enters administration or liquidation, or has a receiver or administrator appointed.
13.4 CloudRev may suspend access immediately where it reasonably believes the Customer’s use poses a security risk to the Services or another customer, is fraudulent or unlawful, or where required by law. CloudRev shall notify the Customer of any suspension as soon as reasonably practicable, shall limit the suspension to what is reasonably necessary, and shall restore access promptly once the cause is resolved.
13.5 Retrieval and deletion of Customer Data.
(a) Where the Subscription Term expires or is terminated while the Services remain installed on the Shopify Store, CloudRev shall, for 30 days after expiry or termination, make the Services available in a limited capacity solely to allow the Customer to export Customer Data. After that period CloudRev may delete Customer Data, and shall delete it within 90 days of termination. CloudRev shall not delete Customer Data during the retrieval period on account of non-payment of Fees accrued before termination.
(b) Where the Customer uninstalls the Services, Shopify sends CloudRev a request to delete the Customer’s data 48 hours after uninstallation, and CloudRev shall delete Customer Data within 30 days of receiving that request. No retrieval period applies.
(c) In each case, CloudRev may retain backups until they are deleted on their ordinary cycle, and any copies CloudRev is required by law to retain.
13.6 Termination does not affect accrued rights or liabilities. Clauses 1, 3.8, 4.3, 7.15, 8, 9, 10, 11.4, 12, 13.5, 13.6, 13.7, 14 and 15 survive termination.
13.7 Discontinuation of the Services.
(a) CloudRev may discontinue a Product, or cease to distribute it through the Shopify App Store, on not less than 30 days’ written notice to the email address on the Customer’s account. During the notice period the Customer may continue to use the Services and export Customer Data.
(b) If Shopify removes a Product from the Shopify App Store, suspends its access to the Shopify platform, or ceases to provide billing for it, for reasons outside CloudRev’s reasonable control, CloudRev shall notify the Customer as soon as reasonably practicable, give as much notice as it reasonably can, and use reasonable efforts to allow the Customer to export Customer Data.
(c) In either case CloudRev shall refund Fees prepaid for any period after the Services cease to be available, and refund unused Credits under clause 7.15, and shall then delete Customer Data within 90 days, subject to clause 13.5(c).
(d) If CloudRev offers the Services through another channel or billing provider, it shall tell the Customer before the change and the Customer may choose whether to subscribe on the new basis. CloudRev shall not transfer the Customer’s subscription or Customer Data to a new billing provider without the Customer’s agreement.
14. Limitation of liability
14.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, or for any other liability that cannot lawfully be limited or excluded.
14.2 Subject to clause 14.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or business opportunity, loss of goodwill, or any indirect or consequential loss.
14.3 Subject to clauses 14.1 and 14.4, each party’s total aggregate liability arising out of or in connection with these Terms, including liability under clause 8 (Confidentiality), clause 12 (Indemnities) and the DPA, shall not exceed the total Fees paid or payable by the Customer under these Terms in the 6 months immediately preceding the first event giving rise to the liability.
14.4 The limit in clause 14.3 does not apply to the Customer’s obligation to pay Fees.
14.5 The Customer acknowledges that clause 4.3 allocates responsibility for the Customer’s own accounting, tax and customs positions, and that CloudRev has no liability for any penalty, assessment, interest or other loss arising from the Customer’s reliance on output of the Services, or from changes written to its Shopify Store, without the review contemplated by clauses 3.8, 4.3 and 5.4.
14.6 The parties agree that the limitations in this clause 14 are reasonable having regard to the Fees, the availability of insurance to each party, and the Customer’s ability to review output and retain its own records.
14.7 CloudRev is not liable for any act or omission of Shopify, including any unavailability of the Shopify platform, any error in Shopify’s billing, or any change Shopify makes to its platform, interfaces or policies, except to the extent caused by CloudRev’s own breach of these Terms.
15. Governing law and disputes
15.1 These Terms and any dispute arising out of or in connection with them, including any non-contractual dispute, are governed by the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 If a dispute arises, the parties shall first attempt in good faith to resolve it through discussion between senior representatives, beginning on written notice from one party to the other. Neither party may commence proceedings until 30 days after that notice, except as provided in clause 15.4.
15.3 Subject to clause 15.2, the courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
15.4 Nothing in this clause prevents either party from applying at any time for injunctive or other urgent interim relief in any court of competent jurisdiction, or from bringing a claim for unpaid Fees.
16. General
16.1 Changes to these Terms. CloudRev may amend these Terms on not less than 30 days’ written notice to the email address on the Customer’s account. Amendments take effect at the start of the Customer’s next billing cycle. If the Customer does not accept an amendment, it may terminate with effect from that date and receive a refund of Fees prepaid for any period after termination.
16.2 Entire agreement. These Terms, the Order and the DPA form the entire agreement between the parties and supersede all prior discussions. Neither party has relied on any statement not set out in them, but nothing limits liability for fraudulent misrepresentation. Where there is conflict, the order of precedence is: the Order, then the DPA, then these Terms. The Customer’s agreement with Shopify is separate and does not form part of these Terms.
16.3 Notices. Notices to CloudRev must be sent to info@marginchief.com and to CloudRev Intelligence Ltd, 71-75 Shelton Street, London WC2H 9JQ. Notices to the Customer are sent to the email address on its account. Notice by email is deemed received on the next business day.
16.4 Assignment. Neither party may assign or transfer these Terms without the other’s prior written consent, except that either party may assign to an Affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all of its assets, on written notice.
16.5 Subcontracting and group companies. CloudRev may engage subcontractors, sub-processors and its own group companies to perform the Services, and remains fully responsible for their acts and omissions as if they were its own. Sub-processors are listed at https://marginchief.com/legal/subprocessors and governed in accordance with clauses 9.5 and 9.6 and the DPA. Shopify is not CloudRev’s subcontractor for the purposes of this clause.
16.6 Force majeure. Neither party is liable for any delay or failure to perform (other than an obligation to pay) caused by an event beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate on written notice.
16.7 Waiver and severance. No failure or delay in exercising a right operates as a waiver of it. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder shall continue in force.
16.8 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
16.9 Third party rights. A person who is not a party, including Shopify, has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term, except that an Affiliate of a party may enforce the indemnities in clause 12.
16.10 Publicity. CloudRev may identify the Customer as a customer and use its name and logo on its website and in customer lists. The Customer may withdraw this permission at any time by written notice to info@marginchief.com, and CloudRev shall cease such use within 30 days. Neither party may otherwise use the other’s trade marks without prior written consent.
16.11 Export and sanctions. Each party shall comply with applicable export control and sanctions laws. The Customer warrants that it is not, and is not owned or controlled by, a person subject to UK, EU or US sanctions.
16.12 Electronic acceptance. The Customer agrees that acceptance of these Terms by clicking, by installing the Services or by using the Services has the same legal effect as a signature, and that notices delivered electronically satisfy any requirement that they be in writing.
CloudRev Intelligence Ltd, 71–75 Shelton Street, London WC2H 9JQ, United Kingdom. Registered in England and Wales, company number 17234811.