Terms of Service.

01 / Definitions

Capitalised terms in these Terms have the meanings below. Terms defined in the Privacy Policy have the same meaning here unless the context requires otherwise.

• "Account", the Merchant's registered account within the App.
• "Customer", an end user of the Merchant's store whose data is processed through the App.
• "Customer Data", data the App receives, ingests or generates on the Merchant's behalf (orders, fulfillments, tickets, email content, knowledge-base documents, AI outputs).
• "Fees", amounts payable for access to the Service, as described on the App's listing or in the App's admin UI.
• "Shopify", Shopify Inc. and its affiliates, the operator of the Shopify platform on which the App runs.
• "Subscription", the Merchant's paid (or free-tier) access plan to the Service.

02 / Eligibility and accounts

2.1 Who may use the Service

You may use the Service only if you are at least 18 years old, legally able to enter into a binding contract, operating a Shopify store in good standing, and not barred from receiving services under the laws of your jurisdiction or ours. The Service is intended for business use.

2.2 Account registration

You must provide accurate information when creating an Account and keep it up to date. You are responsible for safeguarding your credentials and for all activity under your Account. Notify us at support@repley.io immediately if you suspect unauthorised access.

2.3 Acting for a company

If you accept these Terms on behalf of a company, organisation or other legal entity, you represent that you have authority to bind that entity.

03 / The Service

3.1 What the App does

Repley is a software-as-a-service application that connects to your Shopify store and (optionally) your support email inbox, ingests inbound customer communications, uses automated and AI-assisted processing to triage, draft and/or send replies, and surfaces an admin interface for you to review, override and resolve tickets. The specific features available depend on your Subscription plan.

3.2 Changes to the Service

We continuously develop the Service. We may add, change, limit or remove features from time to time. We will not materially reduce core functionality of your current paid plan during a paid billing period without notifying you first.

3.3 Beta features

Features labelled "beta", "preview", "experimental" or similar are made available as-is for testing. They may change, break, or be discontinued at any time and are excluded from any uptime or performance commitments.

04 / Plans, fees and billing

4.1 Fees

Fees and plan limits are described on the App's listing page and in the App's admin UI. Unless expressly stated otherwise, Fees are stated exclusive of any applicable VAT or other taxes, which are your responsibility.

4.2 Billing through Shopify

Where the Service is sold through the Shopify App Store, billing is handled by Shopify's Billing API or Shopify Managed Pricing. By installing a paid plan, you authorise Shopify to charge the Fees to your Shopify account on our behalf. Any disputes about the amount charged should first be raised with us at support@repley.io.

4.3 Free trials and free tiers

We may offer free trials or free tiers. Free trials convert automatically to the chosen paid plan at the end of the trial period unless you cancel through the Shopify admin before the trial ends.

4.4 Renewals and cancellation

Paid Subscriptions renew at the end of each billing period at the then-current Fee unless cancelled before the renewal date. You can cancel at any time by uninstalling the App from your Shopify admin. Cancellation takes effect at the end of the current billing period; no partial refunds are issued for unused days in a paid period except where required by law.

4.5 Late payment and suspension

If Shopify is unable to collect a Fee because of a payment failure, the Service may be downgraded or suspended until payment is resolved. Data will be retained during suspension for a reasonable period (see §15) to allow you to remedy the payment issue before any data deletion.

05 / Acceptable use

You agree not to use the Service to:

• Violate any law, regulation or third-party right (including Shopify's Acceptable Use Policy and Partner Program Agreement).
• Send unsolicited commercial email, bulk messages unrelated to genuine support replies, or communications the recipient has asked not to receive.
• Process customer data for purposes the underlying customer has not been informed of, or that would breach any data-protection law.
• Interfere with, circumvent or disrupt the integrity or performance of the Service, or access it using methods other than the documented interfaces.
• Upload content that is illegal, infringing, malicious, defamatory or harmful.
• Reverse engineer, decompile, or extract source code from the Service, except where applicable law expressly permits.
• Use the Service to build a competing product, benchmark it for a competitor, or train third-party machine-learning models on its outputs.
• Resell or sublicense the Service without our prior written agreement.

We may remove content or suspend Accounts that violate this section, with reasonable notice where circumstances allow, or immediately where necessary to protect the Service, other users, or third parties.

06 / Merchant and customer data

6.1 You own your data

As between you and us, you (or the underlying Customer) own all rights in Customer Data. You grant TimeFuser a worldwide, royalty-free, non-exclusive licence to host, process, transmit and display Customer Data solely to provide, secure and improve the Service on your instructions, and to comply with law.

6.2 Data processing

In handling Customer Data, TimeFuser acts as a processor on your behalf (where you are a controller) or as a controller for limited data that we determine the means and purpose of (e.g. account and billing data). Our processing of personal data is further described in the Privacy Policy, which is incorporated into these Terms. A stand-alone DPA is available on request at privacy@repley.io.

6.3 Accuracy and authorisation

You represent that you have all rights, consents and authority necessary to supply or enable access to the Customer Data you upload or connect, and that our processing on your instructions will not breach any law or agreement with a third party.

07 / AI-generated content

The Service uses third-party AI providers to classify inbound messages, draft responses, and rank knowledge-base content. Because AI systems can produce inaccurate, incomplete or inappropriate output:

• You are responsible for reviewing AI-generated content before relying on it to respond to Customers, where such review is required for your business or regulatory context.
• Features that auto-send AI-generated replies are opt-in and configurable. When you enable auto-send, you accept that replies may be sent without prior human review, and you agree to monitor and correct them as needed.
• AI-generated content is not legal, financial, medical or professional advice and should not be relied upon as such.
• We make no warranty that AI output will be accurate, complete, non-infringing or suitable for a particular purpose.

You are solely responsible for any communications that are sent to your Customers using the Service, whether authored by you, by AI, or by both.

08 / Shopify and other third parties

8.1 Shopify

The Service is designed to run on Shopify and relies on Shopify's APIs, authentication and billing systems. Your use of the Service is also subject to Shopify's Terms of Service and related policies. If Shopify changes its platform in a way that materially affects the Service, we will adapt where commercially reasonable; we are not liable for changes, outages or actions by Shopify that are outside our control.

8.2 Other sub-processors

The App integrates with third-party services including AI model providers, email delivery services, and database hosts, as listed in the Privacy Policy. Each provider has its own terms; by using the Service you authorise us to engage them for sub-processing as described.

09 / Intellectual property

9.1 Our IP

TimeFuser owns or licenses all right, title and interest in the Service, including the App's source code, pipelines, prompts, user interfaces, trademarks ("Repley" and logos) and documentation. No rights are granted except those expressly set out in these Terms.

9.2 Limited licence to you

Subject to these Terms and payment of any applicable Fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during the term of your Subscription.

9.3 Feedback

If you send us feedback, bug reports, ideas or suggestions, you grant us a worldwide, perpetual, royalty-free, irrevocable licence to use and incorporate them in the Service without obligation to you.

10 / Confidentiality

Each party may receive non-public information from the other. The receiving party agrees to use the same degree of care it uses to protect its own confidential information (and in any case no less than reasonable care), to use such information only to perform this agreement, and to disclose it only to employees, advisors or sub-processors bound by equivalent obligations. Confidentiality obligations do not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

11 / Warranties and disclaimers

We will provide the Service with reasonable care and skill and in substantial conformance with the documentation published on repley.io.

Except as expressly stated in these Terms, the Service and all content generated through it are provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory or otherwise. To the maximum extent permitted by law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment and non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, secure against every possible threat, or that AI-generated content will be accurate, non-infringing or suitable for your specific use case.

12 / Limitation of liability

To the fullest extent permitted by applicable law, neither party is liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or in connection with these Terms or the Service, whether in contract, tort or otherwise, and even if advised of the possibility of such damages.

Our aggregate liability to you for all claims arising out of or relating to these Terms or the Service will not exceed the greater of (a) the total Fees you paid us in the twelve months preceding the event giving rise to the claim, and (b) one hundred euros (€100).

Nothing in these Terms limits either party's liability for fraud, wilful misconduct, personal injury or death caused by negligence, or any other liability that cannot be limited or excluded by applicable law.

13 / Indemnification

You agree to defend, indemnify and hold TimeFuser, its officers, employees, agents and sub-processors harmless from any claim, loss or liability arising out of: (a) your breach of these Terms or applicable law; (b) Customer Data you supply or instruct us to process; (c) AI-generated replies or actions the Service sent under your configuration; or (d) your use of the Service in combination with third-party products or services not provided by us.

14 / Term, suspension and termination

14.1 Term

These Terms apply from the moment you install the App or create an Account and continue until terminated under this section.

14.2 Termination by you

You may terminate at any time by uninstalling the App from your Shopify admin or by writing to support@repley.io.

14.3 Termination by us

We may suspend or terminate your access to the Service immediately if (a) you materially breach these Terms and, where curable, do not cure within 14 days of notice; (b) your use creates a security, legal or reputational risk to us, Shopify or other users; (c) fees remain unpaid after reasonable notice; or (d) we are required to do so by law or by Shopify.

14.4 Termination for convenience

Either party may terminate the Service for any reason or no reason on 30 days' prior written notice.

15 / Effect of termination

Upon termination:

• All rights and licences granted to you under these Terms end immediately.
• You remain liable for any Fees that accrued before termination.
• We will retain Customer Data in accordance with the retention schedule in the Privacy Policy. You may request export or early deletion at privacy@repley.io within 30 days of termination.
• Sections that by their nature should survive termination (including 6, 9, 10, 11, 12, 13, 15, 16 and 18) survive.

16 / Governing law and disputes

These Terms are governed by the laws of the Republic of Cyprus, without regard to its conflict-of-laws rules. The courts of Limassol, Cyprus, have exclusive jurisdiction to resolve any dispute arising out of or relating to these Terms, subject to any mandatory consumer-protection or forum-selection rules that apply in your country of residence.

The parties will attempt in good faith to resolve any dispute informally by discussion between senior representatives for at least 30 days before escalating.

17 / Changes to these Terms

We may update these Terms from time to time. If we make material changes we will update the "Last updated" date at the top and notify you by email or in-App at least 14 days before the change takes effect (or sooner if the change is legally required or needed for security). Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

18 / General

18.1 Entire agreement

These Terms, together with the Privacy Policy and any plan-specific order form or DPA we enter into with you, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.

18.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect and will be interpreted to achieve the closest enforceable equivalent of the original intent.

18.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of our assets, provided the successor assumes our obligations.

18.4 No waiver

Our failure to enforce any right or provision is not a waiver of that right or provision. Waivers must be in writing signed by our authorised representative to be effective.

18.5 Independent contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, franchise or employment relationship.

18.6 Force majeure

Neither party is liable for delay or failure to perform where caused by events beyond its reasonable control (including natural disasters, war, terrorism, civil unrest, labour action, internet or power outages, or acts of third-party providers including Shopify or AI providers).

18.7 Notices

Notices to TimeFuser must be sent to support@repley.io (with a copy to privacy@repley.io for privacy-related notices). Notices to you will be sent to the email address on your Account or shown in-App.

19 / Contact

TimeFuser LTD
Voukourestiou 25, NEPTUNE HOUSE, 1st floor, Flat/Office 183
3045 Limassol, Cyprus
Company number HE480325
Email: support@repley.io
Privacy: privacy@repley.io
Website: https://repley.io