Legal

Terms & Conditions

Last updated: June 2026

1. Agreement to Terms

By accessing or using the services provided by Agenie Ltd ("Agenie," "we," "us," or "our") through our website agenie.io and related services (collectively, the "Service"), you agree to be bound by these Terms & Conditions ("Terms").

If you disagree with any part of these Terms, you may not access the Service. The mere use of the Service constitutes acceptance by you of the entirety of the terms and conditions of this Agreement.

2. Company Information

Company Details:

AGENIE LTD
Company Number: 16174945
85 Great Portland Street, First Floor
London, England, W1W 7LT
Email: info@agenie.io

Agenie® is a registered trademark of Agenie Ltd.

3. Description of Service

Agenie provides a unified data infrastructure platform for ecommerce businesses. Our Service includes:

The Service includes industry benchmark features that allow you to compare your metrics against aggregated data from other customers. Your data contributes to these benchmarks in anonymised form as described in Section 9.4. Access to benchmark insights is included in eligible subscription plans as detailed on our Pricing page.

3.1 Beta and Early-Access Features

We may from time to time make features, integrations, or capabilities available that are designated as "beta," "early access," "preview," "experimental," or similar ("Beta Features"). Beta Features are provided for evaluation purposes and may be incomplete, contain errors, or be withdrawn at any time.

You acknowledge and agree that:

(a) Beta Features are provided "AS IS" without warranty of any kind and are excluded from all service-level commitments in Section 14, regardless of your plan type;

(b) We may modify, suspend, or permanently discontinue any Beta Feature at any time without notice and without obligation to make such feature generally available;

(c) Your underlying Customer Data (such as data from connected platforms) is unaffected by the status of any Beta Feature. However, derived outputs generated by a Beta Feature — such as predictions, custom calculations, or reports specific to that feature — may not be preserved, migrated, or recoverable if the Beta Feature is modified or discontinued;

(d) Your access to a Beta Feature does not create any entitlement to continued access or to the inclusion of that feature in your subscription plan;

(e) We may collect usage data and feedback from your use of Beta Features to improve the Service, and such data may be used in accordance with Section 9.4.

If a Beta Feature is promoted to general availability, it will be subject to the standard terms of your plan at that time, including any applicable fees.

4. Account Registration

To access certain features of the Service, you must:

We reserve the right to refuse service, terminate accounts, or remove content at our sole discretion.

5. Subscription Plans and Billing

5.1 Subscription Plans

We offer paid subscription plans (currently Starter, Growth, and Custom) as detailed on our Pricing page. Feature availability, usage limits, integrations, and support levels vary by plan.

We reserve the right to modify plan features, limits, and inclusions. Where a modification constitutes a material reduction in functionality of a paid plan (such as removal of a data-source integration, reduction of a published usage limit, or discontinuation of a named feature), we will provide written notice via email at least thirty (30) calendar days before the change takes effect. If you disagree with such a change, you may terminate your subscription before the change takes effect and receive a pro-rata refund of prepaid fees for the remaining unused period.

Modifications that do not constitute a material reduction in functionality (including but not limited to user-interface changes, performance improvements, addition of new features, and changes to features explicitly described as beta or experimental) do not require advance notice.

5.1.1 Incorporation of Pricing Page

The Pricing page at agenie.io/pricing sets out the current plan names, fees, feature inclusions, usage limits, integration availability, data-sync frequencies, support response targets, and any credit or add-on pricing ("Commercial Terms"). The Commercial Terms are incorporated by reference into this Agreement.

We may update the Commercial Terms at any time. Changes to fees are subject to the notice provisions in Section 5.6. Changes that constitute a material reduction in paid plan functionality are subject to the notice provisions in Section 5.1 above. All other changes to Commercial Terms (including credit pricing, and the addition of new plan tiers) take effect when published.

For the avoidance of doubt, the following provisions of this Agreement are contractual commitments that are not subject to change via the Pricing page: notice periods specified in Sections 5.1 and 5.6; data retention and post-cancellation periods in Section 6.4; the account suspension and retention periods in Section 5.9; liability caps in Section 11.4; the minimum aggregation cohort size in Section 9.4(b); and termination and cure periods in Section 13.

5.2 Billing Cycle and Term

Paid subscriptions are billed monthly or annually in advance. The Agreement takes effect upon acceptance for a term of one (1) month or twelve (12) months according to your selection during the subscription process ("Initial Subscription Period").

Your subscription will automatically renew for successive periods of the same duration ("Renewal Subscription Period") unless terminated by either party by written notice sent via email to the other party at least seven (7) calendar days before the end of the then-current subscription period.

5.3 Free Trials

5.3.1 Availability

We may offer a free trial of a paid plan as described on our Pricing page. A free trial provides time-limited access to the features of the selected plan at no charge and does not require payment information to begin.

5.3.2 Trial Period and Eligibility

Unless otherwise stated on the Pricing page or agreed in writing, a free trial runs for thirty (30) calendar days from the date of account registration (the "Trial Period"). One free trial is permitted per individual, company, or organisational domain. Registering multiple accounts, including by using different email addresses within the same organisation, in order to obtain additional trials constitutes a material breach of these Terms, and we may suspend or terminate duplicate or repeated trial accounts without notice. Only one Trial Period is available per individual, company, or organisational domain, regardless of how many plans you sample. Selecting, switching, or upgrading to any plan does not create, restart, or extend a free trial; any plan taken after a Trial Period has begun or expired is on a paid basis.

5.3.3 Activation

To use a free trial you must connect at least one data source ("Source Point"). If no Source Point is connected before the end of the Trial Period, we may close the account and permanently delete any associated data without further notice.

5.3.4 Expiry and Conversion to Paid

At the end of the Trial Period, access to the Service will be suspended and your account will lock until you select a paid plan and provide valid payment details. We will not charge you automatically, as no payment information is captured to begin a free trial. Any data and configuration created during the trial will carry over upon conversion to a paid plan, subject to the features and limits of the selected plan. If you do not select a paid plan within ninety (90) calendar days after expiry of the Trial Period, we may permanently delete the account and all associated Customer Data in accordance with Section 6.4.

5.3.5 No Service-Level Commitment

A free trial is provided without any uptime target, availability guarantee, or committed support response time. Section 14 (Service Level Commitment) does not apply during a free trial.

5.3.6 Free Trial Disclaimer

IMPORTANT: A FREE TRIAL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION AND IN SECTION 11.4 REFLECT A REASONABLE ALLOCATION OF RISK GIVEN THAT NO FEES ARE PAYABLE DURING A FREE TRIAL.

5.3.7 Transitional Accounts

Any account registered before the effective date of these Terms that has not connected a "Source Point" is treated as a free trial account from that effective date, and its Trial Period is deemed to have expired on that date. We may suspend, close, and permanently delete any such account, and any associated data, at any time on or after the effective date without a further activation or notice period. Nothing in this Section requires us to provide a new or extended Trial Period to any account in existence on the effective date.

5.4 No Refunds for Partial Periods

IMPORTANT: All subscription fees for paid plans are charged in advance and are non-refundable. If you cancel your subscription before the end of your current billing period (whether monthly or annual), you will continue to have access to the Service until the end of that billing period, but you will not receive a refund or credit for any remaining time.

By subscribing to a monthly plan, you agree to pay for the entire month. By subscribing to an annual plan, you agree to pay for the entire year. No partial refunds will be provided if you choose to cancel mid-period. The foregoing also applies to Included Credits allocated under your plan; unused Included Credits at the end of each calendar month are forfeited and do not carry forward. See Section 5.8 for the treatment of Purchased Credits.

5.5 Annual Discount

Annual plans receive a discount as detailed on our Pricing page.

5.6 Price Changes

We reserve the right to modify pricing at any time. If we change pricing for your paid subscription plan, we will provide written notice via email at least sixty (60) calendar days for annual subscriptions, or thirty (30) days for monthly subscriptions, before the end of your current subscription period. Price changes only apply to Renewal Subscription Periods. Your current subscription period will continue at the original price.

If you disagree with a price change, you must cancel your subscription before the end of your current period to prevent automatic renewal at the new price. It is your responsibility to cancel; failure to cancel will result in automatic renewal at the new price. Cancellation does not entitle you to a refund for your current subscription period. Upon cancellation, your account will be suspended and your Customer Data handled in accordance with Sections 5.9 and 6.4.

5.7 Payment Terms

All fees are exclusive of applicable taxes. Late payments may result in service suspension in accordance with Section 13.5. We use third-party payment processors (such as Stripe) and are not responsible for errors made by such processors.

5.8 Credits

5.8.1 Definitions

"Included Credits" means the allocation of credits provided to you each billing period as part of your subscription plan, as detailed on our Pricing page. "Purchased Credits" means additional credits acquired by you through a separate one-time purchase outside of your subscription plan. References to "credits" in these Terms mean either or both, as the context requires.

5.8.2 Included Credits

Included Credits are allocated on the first (1st) day of each calendar month and reset on the first day of each subsequent calendar month, regardless of plan type or the date on which your subscription was activated or renewed. Unused Included Credits expire at the end of the calendar month in which they were allocated and do not roll over to any subsequent month. No refund or account credit is provided for unused Included Credits.

5.8.3 What Credits Are Used For

Credits are consumed when you use AI-powered features of the Service, including but not limited to AI recommendations, as detailed on our Pricing page. When your available credit balance (Included Credits plus any Purchased Credits) is exhausted, AI-powered features will cease to function until your Included Credits reset at the start of your next calendar month or until you purchase additional credits. Core platform features that do not rely on AI recommendations will remain accessible during any period of zero credit balance, subject to the other terms of your plan.

5.8.4 Purchased Credits

Purchased Credits are available to all paid plan subscribers as detailed on our Pricing page. The per-credit rate for Purchased Credits varies by plan tier. Purchased Credits expire twelve (12) months from the date of purchase regardless of usage. No refund is provided for Purchased Credits that expire unused. Purchased Credits are consumed only after your Included Credits for the current calendar month are exhausted. Purchased Credits are non-transferable and may not be sold, gifted, or assigned to another account.

5.8.5 Plan Upgrades

If you upgrade your subscription plan, the upgrade takes effect immediately. Upon upgrade, your current Included Credit balance is replaced in full by the new plan's monthly Included Credit allocation. Any unused Included Credits from your previous plan are forfeited at the point of upgrade. Purchased Credits are unaffected by an upgrade and remain valid until their original twelve (12) month expiry from date of purchase.

5.8.6 Plan Downgrades

If you downgrade your subscription plan to a lower-priced paid plan, the downgrade takes effect at the end of your current billing period. From the first day of the following calendar month, your Included Credit allocation will reflect the new plan level. Purchased Credits are not forfeited solely by reason of a downgrade and will remain available on your account until their original twelve (12) month expiry from date of purchase, subject to Section 5.8.7.

5.8.7 Forfeiture on Account Termination or Deletion

IMPORTANT: Upon full termination or deletion of your account for any reason, all unused Purchased Credits will be forfeited immediately. No refund, account credit, or compensation will be provided for forfeited Purchased Credits. By purchasing credits, you acknowledge and accept this forfeiture policy.

5.8.8 No Refunds on Purchased Credits

All Purchased Credit sales are final. We do not provide refunds for Purchased Credits under any circumstances, including where credits remain unused at expiry or upon account termination or deletion.

5.9 Account Suspension and Closure

5.9.1 End of Subscription

If you cancel your paid subscription, it expires without renewal, or it is otherwise terminated (other than for cause under Section 13.2), your access to the Service will end at the close of your current billing period and your account will be suspended. Suspension blocks access to the Service and pauses all data syncs.

5.9.2 Data Retention and Reactivation

We will retain your full Customer Data for ninety (90) calendar days following suspension to allow you to reactivate your account by subscribing to a paid plan. You may reactivate at any time within this period, and billing will begin immediately upon reactivation. If you do not reactivate within ninety (90) calendar days, we may permanently delete the account and all associated Customer Data, including backups, in accordance with Section 6.4. Once deleted, data cannot be recovered. Data sourced from Shopify will be deleted within the shorter period set out in the Addendum.

5.9.3 Suspension or Closure for Cause

Where we terminate your account for cause under Section 13.2, or for non-payment under Section 13.5, we may suspend or close the account and delete Customer Data on the timelines set out in those Sections, and the ninety (90) day reactivation window in Section 5.9.2 may not apply.

5.10 Order Processing Limits

Each plan includes a maximum number of orders that we will ingest and process per day (the "Order Cap"), as detailed on our Pricing page. The Order Cap reflects the back-end data-processing capacity allocated to your plan. Orders received in excess of your daily Order Cap may not be ingested or processed until a subsequent daily processing cycle, and may not be processed at all where the excess is sustained. Where your order volume regularly meets or exceeds your Order Cap, we may require you to upgrade to a higher plan in order to continue receiving complete and timely data processing, and we will notify you by email before requiring any such upgrade. Continued operation in excess of your Order Cap without upgrading constitutes a breach of the fair-usage terms of your plan and may result in throttling, delayed processing, or suspension of data ingestion in accordance with Section 13.

6. Data Processing and Customer Data

6.1 Ownership

You retain all ownership rights to the data you provide to the Service ("Customer Data"). We do not claim ownership of your Customer Data.

6.2 Our Use of Your Data

By using the Service, you grant us a non-exclusive, worldwide licence to process, store, and analyse your Customer Data solely as necessary to provide the Service and as described in Section 9.4 (Aggregated and Anonymised Data). This applies to all accounts.

6.3 Data Security

We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security audits. However, no method of transmission over the internet is 100% secure.

6.4 Data Retention and Deletion

Paid plan accounts: Upon cancellation, non-renewal, or termination of your paid subscription, your account will be suspended in accordance with Section 5.9. We will retain your full Customer Data for ninety (90) calendar days following suspension to allow for reactivation and data export. After ninety (90) calendar days, such data will be permanently deleted from our systems, including backups, except where a shorter period applies under the Addendum (including the Shopify retention period).

Free trial accounts: Where a free trial is not converted to a paid plan, or where no Source Point is connected within the Trial Period, associated Customer Data will be permanently deleted in accordance with Section 5.3. Where you delete a free trial account, Customer Data will be permanently deleted within thirty (30) calendar days of deletion.

We will provide written confirmation of deletion upon request to info@agenie.io.

6.5 Personal Data Breach Notification

Agenie maintains appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing, loss, destruction, or damage.

Where Agenie becomes aware of a personal data breach affecting personal data processed under this Agreement, Agenie shall notify the affected party via email to the designated account administrator without undue delay and provide available information reasonably required to enable compliance with applicable data protection laws, including: (a) the nature of the breach; (b) the categories and approximate number of affected data subjects and records; (c) the likely consequences; and (d) measures taken or proposed to address the breach.

Where Agenie processes personal data on behalf of the Customer as a processor, Agenie shall notify the Customer without undue delay after becoming aware of the breach. The Customer, as data controller, is responsible for determining whether notification to supervisory authorities or affected individuals is required under applicable data protection laws.

Where Agenie acts as a controller of personal data (such as account and billing information), Agenie shall notify the relevant supervisory authority and, where required by law, affected individuals, in accordance with applicable data protection laws.

This notification obligation does not apply to breaches resulting from Customer's actions, including compromised credentials Customer shared or security failures in systems under Customer's control.

7. API Usage Terms

If your plan includes API access, you agree to:

We reserve the right to revoke API access for violation of these terms or excessive usage. API access is available only on eligible paid plans as detailed on our Pricing page and is not available during a free trial.

8. Acceptable Use

You agree not to:

Violation of these terms may result in immediate termination of your account, regardless of plan type.

8.1 Export Controls and Sanctions Compliance

By using the Service, you represent and warrant that:

(a) You are not located in, under the control of, or a national or resident of any country subject to UK, US, EU, or UN trade embargoes or sanctions;

(b) You are not listed on any government restricted party list, including the UK HM Treasury Sanctions List, US OFAC Specially Designated Nationals List, or EU Consolidated Sanctions List;

(c) You will not use the Service in violation of any applicable export control or sanctions laws.

We reserve the right to suspend or terminate your account immediately if we believe you are in violation of applicable export controls or sanctions. No refund will be provided for such termination.

9. Intellectual Property

9.1 Our Property

All content, features, and functionality of the Service, including but not limited to text, graphics, logos, software, semantic layer, data models, and proprietary algorithms, are owned by Agenie or its licensors and are protected by intellectual property laws. Agenie® is a registered trademark of Agenie Ltd.

All machine learning models, algorithms, recommendation engines, benchmark databases, and other artificial intelligence systems developed using data from the Service, including those trained on Aggregated Data, are our exclusive intellectual property. You have no ownership rights in any such systems or the insights they generate.

9.2 Your Content

You retain ownership of data you upload to the Service. By using the Service, you grant us a licence to use, process, and display your content as necessary to provide the Service.

9.3 Feedback

Any feedback, suggestions, or ideas you provide become our property and may be used without compensation to you.

9.4 Aggregated and Anonymised Data

(a) Licence Grant

By using the Service (including during any free trial), you grant Agenie an irrevocable, perpetual, worldwide, royalty-free licence to collect, aggregate, anonymise, and analyse data from your use of the Service ("Aggregated Data"). This licence survives termination of your subscription or account.

(b) Definition of Aggregated Data

Aggregated Data means data that has been: de-identified by removing all direct identifiers (company names, user names, email addresses, unique identifiers); combined with data from a minimum of twenty (20) customers using statistical aggregation; and processed so that re-identification of any individual customer is not reasonably possible.

Where a product category, vertical, or segment contains fewer than twenty (20) contributing customers, no benchmark data will be generated or made available for that segment.

Aggregated Data does not identify you, any individual person, or your company, and is not considered Personal Data under UK GDPR or EU GDPR.

(c) Our Rights to Use Aggregated Data

We retain all intellectual property rights in Aggregated Data and may use it for the following purposes: creating industry benchmarks and comparative metrics; training machine learning models and algorithms; developing and improving our Service and features; providing enhanced recommendations and predictive insights; research, analysis, and statistical studies; and marketing materials, case studies, and public reports. We will not sell, license, or commercially distribute Aggregated Data to third parties.

(d) Your Access to Benchmarks

We may provide you with access to benchmark insights derived from Aggregated Data, including percentile rankings, industry averages, and comparative metrics. You acknowledge that: such insights remain our intellectual property; we may modify, suspend, or discontinue benchmark features at any time; benchmark accuracy depends on cohort size and data quality; and benchmarks are provided for informational purposes only. Access to benchmark features varies by plan as detailed on our Pricing page.

(e) Non-Negotiable Condition

Your agreement to this Aggregated Data licence is a material condition of using the Service, including during any free trial. We do not offer opt-out from Aggregated Data collection and usage. If you do not agree to these terms, you may not use the Service.

(f) Competitive Intelligence Protection

Whilst we use Aggregated Data across our customer base, we will not provide specific competitive intelligence about individual companies to their direct competitors. All shared insights will be sufficiently aggregated to prevent identification of individual customers.

9.5 IP Indemnification

We will defend you against claims that the Service infringes third-party intellectual property rights, provided you notify us promptly and cooperate in the defence. Our maximum liability for such claims is limited as set forth in Section 11.4. This indemnification applies to paid subscriptions only and does not extend to free trial accounts.

10. Privacy and Data Protection

Your use of the Service is governed by our Privacy Policy. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

Where Agenie processes Personal Data on behalf of the Customer as a processor, the Agenie Data Processing Addendum ("DPA"), including applicable Standard Contractual Clauses and the UK International Data Transfer Addendum, forms part of these Terms and is incorporated by reference. The DPA is available upon request.

11. Disclaimers and Limitations of Liability

11.1 Service Availability

The Service is provided "as is" and "as available" without warranties of any kind, either express or implied. We do not guarantee uninterrupted, secure, or error-free operation. We aim for 99.9% uptime for paid plans but cannot guarantee it. No uptime target applies during a free trial.

11.2 No Professional Advice

The Service provides data analysis and insights but does not constitute professional business, financial, or legal advice. You are solely responsible for business decisions made based on Service insights. Always consult qualified professionals for specific advice.

11.3 Third-Party Integrations

We integrate with third-party platforms (Shopify, Google Analytics, Meta Ads, Klaviyo, etc.). We are not responsible for the availability, accuracy, or functionality of these third-party services. Changes to third-party APIs may affect Service functionality.

11.4 Limitation of Liability

Paid plans: To the maximum extent permitted by law, Agenie's total cumulative liability arising from or related to this Agreement shall not exceed the total amount paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim.

Free trials and unpaid periods: To the maximum extent permitted by law, Agenie's total cumulative liability arising from or related to any free trial, or any period during which no fees have been paid by you, shall not exceed fifty pounds sterling (£50).

In no event shall Agenie be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of use, loss of goodwill, or other intangible losses, even if Agenie has been advised of the possibility of such damages. This applies regardless of plan type.

For the avoidance of doubt, the liability cap in this Section 11.4 applies to free trials and unpaid periods in lieu of any broader exclusion, and nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, or any liability that cannot be excluded or limited under applicable law.

11.5 AI and Machine Learning Limitations

The Service includes artificial intelligence and machine learning capabilities, such as natural language queries, predictive analytics, and automated insights ("AI Features"). AI Features are designed to assist with data analysis and decision-making but have inherent limitations.

You acknowledge and agree that:

(a) AI Features provide suggestions and insights based on patterns in data, but outputs may not always be accurate or applicable to your specific business context. All AI-generated insights should be reviewed and validated before making business decisions;

(b) AI Features are probabilistic tools that analyse historical data to identify trends and patterns. They do not guarantee specific business outcomes or future performance;

(c) You remain solely responsible for all business decisions, including those informed by AI Features. We are not liable for losses, damages, or adverse outcomes resulting from decisions based on AI-generated outputs;

(d) AI model performance depends on data quality, completeness, and representativeness. Results may vary based on your specific business circumstances;

(e) We may modify, update, or discontinue AI Features at any time as we improve the Service, which may result in changes to outputs or availability;

(f) The Service is a decision-support tool, not a replacement for professional judgment, domain expertise, or qualified business advice.

To the maximum extent permitted by law, AI Features are provided "AS IS" without warranty of any kind. Our liability for AI Features is subject to the limitations in Section 11.4. Availability of AI Features varies by plan.

12. Indemnification

You agree to indemnify, defend, and hold harmless Agenie, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your Customer Data; or (d) your infringement of any rights of another party. This obligation applies regardless of plan type, including during any free trial.

13. Termination

13.1 Termination by You

Paid plans: You may terminate your paid subscription at any time through your account settings or by contacting info@agenie.io. Upon cancellation, you remain obligated to pay all fees through the end of the current subscription period. Your account will be suspended at the end of the billing period in accordance with Section 5.9.

Free trial: You may delete your account at any time through your account settings. Deletion is immediate and irreversible.

13.2 Termination by Us

We may terminate or suspend your account immediately, without prior notice, for breach of these Terms, violation of applicable law, or conduct that we reasonably determine may cause liability or harm to the Service or other users.

We may also terminate your account for convenience by providing thirty (30) calendar days' written notice to your registered email address. Where we terminate a paid subscription for convenience (i.e., not for cause), we will refund a pro-rata portion of any prepaid fees attributable to the remaining unused period of your then-current subscription term.

No refund is due where termination is for cause, including breach of these Terms, violation of the Acceptable Use provisions in Section 8, or non-payment under Section 13.5.

13.3 Material Breach

Either party may terminate this Agreement if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

13.4 Effect of Termination

Upon termination, your right to use the Service will cease immediately. Customer Data will be handled in accordance with Section 6.4. Provisions that should survive termination will remain in effect, including Sections 5.9 (Account Suspension and Closure), 6.4 (Data Retention), 9 (Intellectual Property), 11 (Limitations of Liability), 12 (Indemnification), 15 (Confidentiality), and 16 (Non-Solicitation).

13.5 Suspension for Non-Payment

If payment for a paid plan is not received within seven (7) days of the due date, we may suspend your access to paid features without prior notice until payment is received. If payment is not received within thirty (30) calendar days of the due date, we may suspend or close your account and the provisions of Section 5.9 shall apply.

14. Service Level Commitment

IMPORTANT: The commitments in this Section 14 apply to paid subscription plans only. Free trial accounts are expressly excluded from all service level commitments.

14.1 Uptime

We aim to maintain 99.9% uptime for production services. This is a goal, not a guarantee.

14.2 Data Sync

Data sync frequency is as specified for your plan on our Pricing page.

14.3 Support Response Times

Support response times vary by plan as detailed on our Pricing page. During a free trial, only self-service documentation is available and no committed support response time applies.

14.4 Maintenance

Scheduled maintenance will be communicated in advance when possible. Emergency maintenance may occur without notice.

15. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only as necessary to perform its obligations under this Agreement.

This confidentiality obligation shall survive for two (2) years following termination of this Agreement.

16. Non-Solicitation

During the term of this Agreement and for twelve (12) months following its termination, you agree not to directly solicit or knowingly recruit any employee of Agenie with whom you had material contact through your use of the Service, without our prior written consent.

This restriction does not apply to: (a) general recruitment advertising or campaigns not specifically targeting Agenie personnel; or (b) circumstances where the individual approaches you without solicitation.

In the event of a breach of this provision, you agree to reimburse Agenie for its reasonable and documented recruitment costs incurred in replacing the affected employee, up to a maximum of the equivalent of six (6) months' gross salary of the departing employee.

17. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, pandemics, internet failures, or government actions. If such circumstances continue for more than thirty (30) days, either party may terminate this Agreement without liability.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or Service announcement with at least thirty (30) days' notice. Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree with modified Terms, you must stop using the Service and delete your account.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

19.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from or related to this Agreement.

19.3 Informal Resolution

Before initiating formal legal proceedings, you agree to attempt good faith resolution of disputes by contacting info@agenie.io. We will attempt to resolve the matter informally within thirty (30) days.

20. General Provisions

20.1 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets.

20.2 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

20.4 Notices

All notices under this Agreement must be in writing and sent to the addresses specified in Section 21. Notices are effective upon receipt.

20.5 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Agenie regarding the Service and supersede all prior agreements.

20.6 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, or agency relationship between you and Agenie.

21. Contact Information

For questions about these Terms, please contact us:

Email: info@agenie.io
Post: AGENIE LTD, 85 Great Portland Street, First Floor, London, England, W1W 7LT

Addendum: Artificial Intelligence, Benchmarking, and Platform Restrictions

Artificial Intelligence Use

Agenie uses artificial intelligence and machine-learning techniques to analyse data and generate insights as part of the Services.

Where machine-learning models are trained or adapted using customer data, such training is performed either (a) on a customer-specific basis, where models or parameters are isolated to a single customer account, or (b) on a cross-customer basis, where permitted by applicable law and the terms governing the relevant data source.

Data obtained from third-party platforms that impose restrictions on downstream use, including restrictions on artificial intelligence or machine-learning training or development ("Restricted Platform Data"), will not be used to train, fine-tune, or develop models, prompts, rankings, or heuristics that are shared across customers.

Aggregated Analytics and Benchmarking

The Services may include aggregated, anonymised, and statistical analytics, including benchmarking and comparative insights, generated to assist customers in evaluating their own performance. Such analytics are provided as features of the Services and are used only to the extent permitted by applicable law and the terms governing the relevant data source.

Shopify Data Retention

Notwithstanding any longer retention periods stated elsewhere in these Terms, data sourced from Shopify will be deleted within thirty (30) days of application uninstallation, termination of the Services, or receipt of a valid deletion request, in accordance with Shopify's API License and Terms of Use.

By using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.