PriceGuard.AI – Terms of Service

1. Introduction

These Terms govern the use of the PriceGuard.AI website, Shopify application, and related services ('Services'). By installing or using the Services, you ('Customer', 'you', or 'your') agree to these Terms. If you act on behalf of a business, you confirm you are authorised to bind that business.

2. Definitions and Interpretation

• 2.1 'Customer Data' means all information submitted to or processed by the Service, including product data, prices, and contact details.
• 2.2 'Consumer' means an individual acting for purposes wholly or mainly outside their trade, business, craft, or profession.
• 2.3 References to 'including' mean 'including without limitation'.

3. Basis of Contract

• 3.1 The contract begins when you install our app, create an account, or otherwise agree to these Terms.
• 3.2 If you are a Consumer, you have a statutory right to cancel within 14 days of entering this contract. To exercise this right, email info@priceguard.ai before the period expires.
• 3.3 Use of the Services during the cooling-off period waives the remaining cancellation right once performance begins.

4. Services

• 4.1 PriceGuard provides real-time monitoring of product catalogue data to detect pricing anomalies and send multi-channel alerts via email, SMS, push notification, or automated call.
• 4.2 We shall provide the Services using reasonable care and skill in accordance with UK law.
• 4.3 The Services rely on third-party APIs, including Shopify, and on communications providers such as Twilio and SendGrid. We cannot guarantee continuous availability or immediate alert delivery.
• 4.4 We may make changes to the Services for improvements, compliance, or security. Any material change will be communicated in advance where practicable.

5. Customer Responsibilities

• 5.1 You shall maintain secure account credentials, provide accurate information, and use the Services lawfully.
• 5.2 You remain responsible for your store configuration, data accuracy, and actions taken following alerts.
• 5.3 You shall not use the Services for unlawful, fraudulent, or harmful purposes or attempt to disrupt or reverse-engineer them.
• 5.4 Business customers indemnify PriceGuard against claims or losses arising from misuse of the Services, data breaches caused by their negligence, or unlawful content.

6. Charges and Payment

• 6.1 Fees are as stated in our App Store listing or order form. They are billed monthly or annually in advance and automatically renew unless cancelled.
• 6.2 Payment is managed through Shopify Billing or our authorised payment processor.
• 6.3 We may revise pricing with at least 30 days' notice. UK VAT applies where required.

7. Data Protection

• 7.1 We comply with the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.
• 7.2 For Customer Data processed to provide the Services, you are the controller and we are the processor. For account data, we are the controller.
• 7.3 Processing, transfers, and security measures are detailed in our Privacy Policy and Data Processing Addendum available on request.

8. Intellectual Property

• 8.1 All intellectual property rights in the Services and documentation belong to PriceGuard or its licensors.
• 8.2 You are granted a non-exclusive, non-transferable licence to use the Services for your internal business purposes.
• 8.3 You must not copy, modify, or create derivative works of the Service.

9. Warranties

• 9.1 We warrant the Services will be provided with reasonable care and skill.
• 9.2 For business users, all other warranties, whether express or implied, are excluded to the fullest extent permitted by law.
• 9.3 This clause does not affect Consumer statutory rights.

10. Limitation of Liability

• 10.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
• 10.2 Subject to clause 10.1, PriceGuard shall not be liable for indirect or consequential loss, loss of profits, revenue, goodwill, or data.
• 10.3 For business users, total aggregate liability in any 12-month period shall not exceed the total fees paid for that period.
• 10.4 For Consumers, our liability shall not exceed the price paid for the Services giving rise to the claim.

11. Termination

• 11.1 You may cancel via the App Store or your account at any time, effective at the end of the billing cycle.
• 11.2 We may suspend or terminate your access immediately if you breach these Terms, fail to pay, or use the Service unlawfully.
• 11.3 On termination, access ceases and we will delete or anonymise Customer Data except as required by law.

12. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including internet or platform outages, API failures, strikes, or acts of government.

13. Notices

Notices must be sent by email to info@priceguard.ai or to the Customer's registered email. They are deemed received on the next business day.

14. General

• 14.1 Assignment: You may not assign or transfer this contract without our consent. We may assign to an affiliate or purchaser.
• 14.2 Severance: If any clause is found unlawful, the remaining clauses remain in effect.
• 14.3 Waiver: Failure to enforce any right does not waive it.
• 14.4 Entire Agreement: These Terms and documents referenced herein constitute the entire agreement.

15. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.