1. Parties
These Terms of Service (Terms) form an agreement between:
- Ctrl Signal Software Pty Ltd (ACN 696 695 557), trading as "Stockpost", of Shop 2, 290 Boundary Street, Spring Hill QLD 4000, Australia (Stockpost, we, us, our); and
- the merchant, Shopify store owner, or business entity that installs or uses Stockpost (you, your).
2. The agreement
By installing the Stockpost app from the Shopify App Store, creating an account, or otherwise using the Service, you accept these Terms. If you are using Stockpost on behalf of a company or other entity, you represent that you have authority to bind that entity and "you" in these Terms refers to that entity.
These Terms, together with the Privacy Policy, any order form, and any in-product disclosures you accept, form the entire agreement between the parties about the Service.
3. Eligibility
You must be at least 18 years old and be an authorised representative of a Shopify merchant. You must have a valid Shopify store in good standing and comply with Shopify's Shopify Terms of Service and Acceptable Use Policy.
4. The service
Stockpost (the Service) receives email attachments from suppliers you nominate, extracts stock-level data from those attachments, writes the resulting values to metafields on products in your Shopify store, and does not retain the original email or attachments. The Service is described in more detail at product.html and in the in-product documentation.
Specific features, limits, and behaviours of the Service may change. We will give reasonable notice of material changes where practicable.
5. Acceptable use
You must not, and must not permit anyone else to:
- use the Service in breach of any law, including the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth), the Copyright Act 1968 (Cth), or equivalent laws in other jurisdictions;
- cause a supplier to send material to the Service where the supplier has not consented to do so or where such sending would breach a contract between you and the supplier;
- send or cause to be sent any message that is unsolicited commercial electronic messaging (spam) within the meaning of the Spam Act 2003 (Cth);
- attempt to access, scrape, probe, or disrupt any part of the Service other than via the interfaces we make available;
- reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that activity is permitted by a non-excludable law;
- use the Service to write false, deceptive, or misleading metafield values onto products offered for sale in a way that misleads consumers; or
- resell, sublicense, or make the Service available to any third party who is not an authorised user of your Shopify store.
6. Early release
The Service is in active development. You accept that:
- features, interfaces, data formats, and behaviours may change; we will give reasonable notice of material changes where practicable;
- we do not offer a formal Service Level Agreement (SLA) or uptime commitment at this stage;
- the Service may contain defects, and data processing may be delayed or interrupted from time to time; and
- you should independently verify critical stock data from any source on which you rely for commercial decisions.
Nothing in this section limits rights you have under the Australian Consumer Law (see clause 12).
7. Fees
The Service is offered on a paid subscription basis. Current plans and prices are published at stockpost.app/pricing. New installs are entitled to a fourteen (14) day free trial on the Starter plan; if you do not uninstall or cancel before the trial ends, the subscription will begin and you will be charged the listed amount for each subsequent billing period.
Fees are billed via the Shopify App Store billing system, and Shopify's billing terms apply to the collection of those fees. All fees are stated in US dollars and exclusive of GST and other taxes, which will be added where applicable at the rate required by law. We will give you at least thirty (30) days' written notice by email and in-product before any increase to the listed subscription price takes effect on your existing subscription.
8. Your content
Your Content means data you (or your suppliers, at your direction) submit to the Service, including supplier emails, attachments, column mappings, allowlists, and the metafield values written to your products. You retain all ownership of Your Content.
You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, and display Your Content solely to the extent necessary to provide and improve the Service and to perform our obligations under these Terms. We will not sell Your Content and will not use it for advertising.
You are responsible for Your Content and for having the rights needed to submit it to the Service.
9. Intellectual property
All right, title, and interest in and to the Service (including all software, interfaces, and documentation) is and remains the property of Stockpost and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you.
If you provide feedback, ideas, or suggestions about the Service, we may use that feedback without obligation or compensation to you.
10. Privacy
Our handling of personal information is described in the Privacy Policy, which forms part of these Terms. The Privacy Policy is structured around the Australian Privacy Principles in Schedule 1 of the Privacy Act 1988 (Cth).
11. Shopify
The Service is an app built on the Shopify platform. Your use of the Service is also subject to Shopify's applicable terms, including the Shopify Terms of Service, Shopify API Licence and Terms of Use, and the Shopify Partner Program Agreement (where relevant). If there is a conflict between these Terms and Shopify's terms on a matter that Shopify governs, Shopify's terms prevail.
We are not affiliated with, endorsed by, or sponsored by Shopify Inc. "Shopify" is a trademark of Shopify Inc.
12. Australian Consumer Law
13. Warranties
Except as expressly set out in these Terms and subject to clause 12, the Service is provided on an "as-is" and "as-available" basis. To the maximum extent permitted by law, we exclude all representations, warranties, conditions, and guarantees, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
14. Limitation of liability
Subject to clause 12 and to the maximum extent permitted by law:
- neither party is liable for any indirect, incidental, special, consequential, punitive, or exemplary loss or damage, including any loss of profits, loss of revenue, loss of goodwill, loss of customers, loss of anticipated savings, or loss or corruption of data;
- our total aggregate liability to you in connection with the Service, whether in contract, tort (including negligence), statute, or otherwise, is limited to the greater of (a) the fees paid by you to us for the Service in the twelve (12) months immediately before the event giving rise to the claim, or (b) AUD $100.
15. Indemnity
You will indemnify, defend, and hold us harmless against any third-party claim, liability, loss, or expense (including reasonable legal fees) arising from: (a) Your Content; (b) your breach of these Terms; or (c) your breach of any law applicable to your use of the Service.
16. Suspension and termination
We may suspend or terminate your access to the Service immediately where you materially breach these Terms, where continued provision poses a security or legal risk, or where required by law. We will provide reasonable notice where practicable.
You may terminate this agreement at any time by uninstalling the Stockpost app from your Shopify admin. On termination, we will delete shop-specific data in accordance with the retention schedule described in the Privacy Policy.
17. Changes to these Terms
We may update these Terms from time to time. We will publish the updated Terms at this URL and update the "Last updated" date. For material changes, we will give you at least thirty (30) days' notice by email or in-product before they take effect. Continuing to use the Service after changes take effect constitutes acceptance of the updated Terms.
18. Governing law and jurisdiction
These Terms are governed by, and will be construed in accordance with, the laws in force in Queensland, Australia. Each party submits to the exclusive jurisdiction of the courts of Queensland and the courts of appeal from them, in relation to any dispute arising out of or in connection with these Terms, except that a party may seek urgent injunctive relief in any competent court.
Before commencing proceedings (other than for urgent relief), a party must give the other party written notice of the dispute and the parties must meet (in person or by video conference) within 14 days to attempt to resolve the dispute in good faith.
19. General
19.1 Assignment
You may not assign or novate these Terms without our prior written consent. We may assign these Terms on reasonable notice to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
19.2 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the least extent necessary to make it enforceable.
19.3 Waiver
No failure or delay in exercising a right under these Terms operates as a waiver of that right.
19.4 Notices
Notices to us must be sent by email to legal@stockpost.app. Notices to you may be sent to the email address associated with your Shopify store or posted in-product.
19.5 Force majeure
Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, epidemics, failures of third-party infrastructure (including the Shopify platform or AWS), government action, or changes to law.
19.6 Entire agreement
These Terms (with the Privacy Policy and any order form) are the entire agreement between the parties about the Service and supersede any prior discussions or representations.
20. Contact
Questions about these Terms: legal@stockpost.app.
Ctrl Signal Software Pty Ltd
Shop 2, 290 Boundary Street
Spring Hill QLD 4000, Australia