Legal

Terms of Service

General

(a) App means the software application or other interface that is developed or owned by Union Works; Merchant Content means all content, materials and other works uploaded to the App; Merchant Website: Merchant's webservice or platform; Customer means a customer of the Merchant; Customer Data means information, including personal data relating to a Customer that is uploaded to the App; Data Protection Legislation means the General Data Protection Regulation (Regulation (EU) 2016/679); IP Rights means any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world; Shopify means Shopify Inc of 150 Elgin Street, 8th Floor, Ottawa Ontario K2P 1L4; Terms means these terms and conditions.

(b) These Terms contain the entire agreement between the parties in connection with the App. All other terms and conditions are excluded.

(c) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

(d) Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

(e) Any phrase introduced by the words including and includes shall be construed as illustrative and shall not limit the generality of the related general words.

Licence

(a) Subject to continuing payment of the fee due, Union Works grants to the Merchant a non-transferable, non-exclusive right and licence to host the App and to maintain and support the App in connection with Merchant's account with Shopify and the Merchant Website.

(b) In exercising its rights under Condition 2(a) the Merchant shall not, and shall not permit or assist any third party to:

• (i) modify, translate, adapt or copy the whole or any part of the App, nor arrange or create derivative works based on the App;
• (ii) reverse engineer, decompile, or disassemble or otherwise attempt to derive or determine the source code for the App;
• (iii) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the App;
• (iv) combine, match or merge the whole or any part of the App with or incorporate the App into any third party code;
• (v) sell, purport to assign or license access to the App for a fee;
• (vi) access and use the App in order to develop a competitive mobile software application or other platform;
• (vii) remove or alter any copyright trademark, logo, copyright or other proprietary notices on any of the App.

Merchant Content

(a) The Merchant warrants that the Merchant Content and all content posted on the Merchant Website shall comply with Shopify's acceptable use policy from time to time.

(b) The Merchant warrants that nothing in the Merchant Content:

• (i) is in breach of any law, statute, or regulation;
• (ii) is defamatory, libellous, unlawfully threatening or harassing;
• (iii) is obscene, pornographic or indecent; and/or
• (iv) contains any viruses or other computer programs intended to damage or intercept any content.

Fees and Payments

(a) All fees are to be paid to Shopify in US dollars on a monthly basis. If an instalment of the fee is not received in full and clear funds by the due date, the Merchant's right to use the App shall immediately terminate.

IP Rights

(a) The Merchant hereby grants to Union Works a non-exclusive right and licence to use the Merchant Content in order to exercise its obligations under these Terms.

(b) If the Merchant becomes aware of any claim relating to IP infringement, the Merchant should notify Union Works within 10 days.

Data Protection

(a) The Merchant warrants that Customer Data has been collected and processed in accordance with the Data Protection Legislation.

(b) Union Works is the processor of the Customer Data and the Merchant is the controller.

(c) Union Works shall: only process Customer Data to provide the App; take appropriate technical and organisational measures; at the Merchant's request deliver up or delete Customer Data on termination; ensure individuals processing the data are subject to confidentiality; only engage sub-processors with prior consent; assist the Merchant with subject access requests; assist with security obligations; submit to audits subject to reasonable notice; and notify the Merchant of any requests in breach of Data Protection Legislation.

Warranties and Indemnities

(a) Except as set out in these Terms, no representations, warranties or conditions are given or assumed by Union Works.

(b) The Merchant warrants that use of the Merchant Content shall not infringe third party IP Rights and the Merchant Website shall be hosted by Shopify.

(c) The Merchant shall indemnify Union Works against all costs, claims, demands, liabilities arising from any breach of the warranties.

Liability

(a) Union Works shall not be liable for loss of profits, loss of business, loss or corruption of data, business interruption, loss of management time, any indirect or consequential loss, or errors arising from Merchant Content or Shopify materials.

(b) Union Works' total liability shall be limited to 100% of the fee paid in the 12 months preceding the claim.

(c) Nothing limits liability for breach of Supply of Goods and Services Act 1982, death or personal injury from negligence, fraud, or any liability that cannot be lawfully excluded.

(d) Union Works, and not Shopify, is responsible for the App. Shopify is not liable for any fault in the App.

Term and Termination

(a) Either party may terminate on one month's written notice.

(b) These Terms terminate automatically if either party's Shopify account terminates.

(c) Union Works may terminate immediately if the Merchant breaches any provision.

(d) On termination, all sums owed become immediately due and payable.

(e) Expiry shall not affect accrued rights of the parties.

General

(a) Shopify shall be entitled to enforce these Terms. No other third party shall have rights under these Terms.

(b) The Merchant shall not assign these Terms. Union Works may assign these Terms.

(c) Failure to exercise a right shall not be deemed a waiver.

(d) If any provision is unenforceable, the remainder shall be enforced as fully as possible.

(e) Notices shall be in writing and served by email.

(f) These Terms shall be governed by English law and subject to the exclusive jurisdiction of the English courts.