Version 3.0
Effective: 7 June 2026
Last Updated: 8 May 2026
This service is exclusively available to business entities. Individual consumers cannot use this service.
These Terms of Service (the "Terms") form a legally binding agreement between Automated Commerce B.V., a Dutch private limited company (besloten vennootschap met beperkte aansprakelijkheid) registered with the Dutch Chamber of Commerce under number 98684213 with registered office at Herengracht 451, 1017 BS Amsterdam, the Netherlands ("Automated Commerce", "we", "us", or "our"), and the business entity identified during account creation ("Customer", "you", or "your").
By creating an account, accepting these Terms electronically, or using the Service, the person doing so represents and warrants that they are: (a) acting on behalf of a business entity, not as an individual consumer; (b) authorised to bind that business; (c) at least 18 years old or the age of legal majority in their jurisdiction; and (d) acting on behalf of an entity that is duly organised and validly existing under applicable law and is not on any list of sanctioned or restricted persons applicable to Automated Commerce.
These Terms apply together with: (i) our Privacy Policy; (ii) our Acceptable Use Policy; (iii) the applicable order form, online plan, or pricing page, including the SLA; and (iv) on Customer's request, the Data Processing Agreement at Annex A. Together, these documents form the "Agreement."
Automated Commerce provides a product management and optimisation platform for Shopify stores and connected sales/marketing channels (the "Service"). The Service includes, depending on the plan:
We may modify, add, or remove features at our discretion. Where a modification is materially adverse to a Customer's existing rights under the Agreement, the Customer may terminate the affected subscription as set out in Section 17.
Customer must register with accurate and current business information and must keep that information up to date. Customer must designate at least one administrator. Customer is responsible for managing user accounts within its tenant.
Customer is responsible for the confidentiality of its credentials and for all activity occurring under its account. Customer must notify us promptly at business@automatedcommerce.ai of any suspected unauthorised access or compromise. We are not liable for losses arising from credentials shared, lost, or compromised due to Customer's failure to apply reasonable security.
Customer must not register an account if it has been previously terminated by us for material breach of these Terms or for unlawful use of the Service.
As between the parties, Customer retains all right, title, and interest in and to Customer Content, including all intellectual property rights subsisting in it. Customer is responsible for the accuracy, legality, completeness, and quality of Customer Content.
Customer grants Automated Commerce a non-exclusive, worldwide, royalty-free, sublicensable (only to sub-processors and AI providers used to deliver the Service) licence to host, store, transmit, display, modify, and otherwise process Customer Content for the purpose of providing the Service to the Customer, supporting the Customer, ensuring security of the Service, and complying with law. This licence terminates when Customer Content is deleted in accordance with Section 17, except for Aggregated Data which by then is no longer Customer Content.
As between the parties, Customer owns AI Outputs to the extent that originality vests in them and the law recognises them as protectable. To the extent that any rights in AI Outputs would otherwise vest in Automated Commerce, Automated Commerce hereby assigns those rights to the Customer, subject to the licence granted in this Section 4.3.
Customer grants Automated Commerce a non-exclusive, worldwide, royalty-free, perpetual licence to use AI Outputs in aggregated, de-identified form for the purposes of operating, securing, debugging, and improving the Service. This licence does not extend to use of AI Outputs in identifiable form, and does not permit Automated Commerce to publish AI Outputs as if they were its own.
AI Outputs are suggestions only. AI Outputs may be inaccurate, incomplete, biased, or infringe third-party rights. Customer is solely responsible for reviewing AI Outputs before publishing them on its storefronts or using them in commerce. Automated Commerce makes no warranty as to the accuracy, completeness, fitness for purpose, or non-infringement of AI Outputs.
To deliver AI features, Automated Commerce sends Customer Content (including image URLs, product titles, descriptions, and similar data) to third-party AI providers, currently including FAL AI and OpenRouter and other providers listed at automatedcommerce.ai/policies/subprocessors. Customer acknowledges and agrees that some AI providers may, under their default terms, use the data sent to them — including Customer Content — for the improvement and training of their own models. Automated Commerce does not control these provider-side training settings, does not warrant that any provider abstains from training on Customer Content, and is not liable for any provider's training of its models on Customer Content.
Automated Commerce does not itself train any model on Customer Content.
Aggregated Data is owned by Automated Commerce. Automated Commerce may use Aggregated Data without restriction for any lawful purpose, including benchmarking, research, product development, and marketing of the Service, provided the data remains aggregated and de-identified.
Service IP is and remains the exclusive property of Automated Commerce. Customer does not acquire any right, title, or interest in Service IP under the Agreement other than the limited right to use the Service during the subscription term.
If Customer provides feedback, suggestions, or ideas about the Service, Customer grants Automated Commerce a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback for any purpose without compensation or attribution.
Fees are set out on the applicable order form or in our online pricing page in effect at the time of subscription. All fees are exclusive of taxes unless stated otherwise.
Subscriptions are billed in advance on a monthly or annual basis as selected by the Customer. Subscriptions automatically renew at the end of each subscription term for an equal renewal term, unless cancelled before the renewal date. Customer may cancel a subscription through the Service or by written notice. The foregoing applies to standard online subscriptions; where Customer has signed a separate order form or annual contract with Automated Commerce, the term, renewal, and cancellation provisions of that contract govern and prevail over this Section 5.2 to the extent of any conflict.
Payments are processed by Mollie. Customer authorises Automated Commerce (through Mollie) to charge the payment method on file for all amounts due. Failed payments may result in suspension or termination of the Service after notice and a reasonable cure period as set out in Section 17.
As a Netherlands-based company, Automated Commerce charges Dutch VAT (BTW) on supplies to Dutch customers. For other EU business customers with a valid VAT identification number, the reverse charge mechanism applies. For non-EU customers, no VAT is charged. Customer is responsible for any other applicable taxes, duties, or withholdings.
Automated Commerce may increase fees no more than once per twelve-month period on at least 60 days' written notice to the Customer. If a price increase is materially adverse to the Customer (a single increase exceeding 15%), the Customer may terminate the affected subscription with effect from the date the increase would otherwise take effect, by giving written notice within 30 days of receiving the price-increase notice.
If Customer disputes an invoice, Customer must notify us in writing within 30 days of the invoice date, identifying the disputed amount and the reason. Undisputed amounts must be paid by the due date. We will work in good faith to resolve any disputed amounts.
Customer's use of the Service is subject to our Acceptable Use Policy, which forms part of the Agreement. In particular, Customer must not, and must not permit any user to:
The Service operates by connecting to third-party platforms (Shopify, Google Ads, Meta, Pinterest, marketplaces, payment processors, and others). Customer's use of those platforms is governed by the respective platforms' terms. Customer is solely responsible for: (a) maintaining valid accounts on those platforms; (b) compliance with the platforms' terms and policies; (c) any fees or charges imposed by the platforms; and (d) the consequences of any restriction, suspension, or termination by a platform of Customer's account or connections.
Automated Commerce does not warrant the availability or behaviour of any third-party platform and is not liable for failures, outages, changes, or terminations of those platforms or their APIs. Where a platform changes its terms or APIs in a way that affects the Service, we will use reasonable efforts to adapt the Service but make no commitment as to timing or feature parity.
Automated Commerce uses sub-processors to deliver the Service. A current list, including AI providers (FAL AI, OpenRouter, and others), infrastructure (Cloudflare for Workers, R2 storage, and queues; Neon-managed PostgreSQL on AWS Frankfurt; ClickHouse Cloud on AWS Frankfurt; Vercel for frontend hosting), payment processing (Mollie), accounting (Moneybird), and other operational providers, is maintained at automatedcommerce.ai/policies/subprocessors.
We will provide at least 30 days' advance notice of any new sub-processor (or replacement of an existing sub-processor) by updating the public list and notifying Customer through the Service or by email. If Customer reasonably objects on data-protection grounds within 30 days, the parties will work together in good faith. If no resolution is reached, Customer may terminate the affected subscription with effect from the date the new sub-processor would take effect; Customer will be entitled to a pro-rata refund of any prepaid fees for the unused period.
Automated Commerce will use commercially reasonable efforts to make the Service available 24 hours a day, seven days a week, save for: (a) scheduled maintenance, generally announced in advance; (b) emergency maintenance; (c) unavailability caused by force majeure or by third parties beyond our reasonable control (including third-party platform outages); and (d) Customer's misuse of the Service.
We do not commit to a contractual uptime percentage and do not provide service credits as of the effective date of these Terms. We may offer service-level commitments and credits in higher-tier plans; where we do, those will be set out in the applicable order form or SLA Annex.
We provide support through the channels listed at automatedcommerce.ai/support. Standard support is included with all plans during business hours (Central European Time). Higher-tier plans may include extended hours or dedicated support, as set out on the pricing page.
We apply technical and organisational measures designed to protect Customer Content and personal data as described in our Privacy Policy and (where signed) in the Data Processing Agreement at Annex A. We do not warrant that the Service is invulnerable to all threats.
If we become aware of a security incident affecting Customer Content or personal data, we will notify the Customer without undue delay and in any event within 72 hours of becoming aware. Notification will include the information required under Article 33(3) GDPR and any reasonably available information necessary for the Customer to perform its own legal assessment.
Each party may receive non-public information from the other ("Confidential Information"), including business plans, technical information, customer information, pricing, and Customer Content. The recipient will (a) hold Confidential Information in confidence, (b) use it only to perform under the Agreement, and (c) protect it with at least the degree of care it uses for its own confidential information of similar importance, in no event less than reasonable care.
Confidential Information does not include information that is or becomes publicly available without breach by the recipient, was lawfully known to the recipient before disclosure, is rightfully received from a third party without confidentiality obligation, or is independently developed without use of the discloser's Confidential Information.
Confidential Information may be disclosed where required by law, court order, or supervisory authority. The recipient will give prompt written notice of any such requirement (where lawful) and reasonable cooperation to allow the discloser to seek a protective order.
Confidentiality obligations survive termination of the Agreement for a period of five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
Each party warrants that: (a) it has full power and authority to enter into and perform under the Agreement; (b) execution of the Agreement does not breach any other obligation owed to a third party; and (c) it will comply with applicable law in performing the Agreement.
Automated Commerce warrants that during the subscription term it will provide the Service with reasonable skill and care and substantially in accordance with the description of the Service published at automatedcommerce.ai. As Customer's exclusive remedy for breach of this warranty, Automated Commerce will use reasonable efforts to remediate the breach; if not remediated within 30 days of written notice, the Customer may terminate the affected subscription and receive a pro-rata refund of any prepaid fees for the unused period after termination.
EXCEPT AS EXPRESSLY SET OUT IN SECTION 12, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". AUTOMATED COMMERCE DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, NON-INFRINGEMENT, AND WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE PARTICULAR BUSINESS RESULTS. NO ADVICE OR INFORMATION OBTAINED FROM AUTOMATED COMMERCE OR THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
To the fullest extent permitted by law, neither party will be liable to the other for: (a) lost profits, lost revenue, lost goodwill, or anticipated savings; (b) loss of business, business interruption, loss of opportunity; (c) loss or corruption of data (other than as it relates to a party's express obligations under Sections 4 (Customer Content), 10 (Security), or 17 (Termination effects)); or (d) any indirect, incidental, special, consequential, exemplary, or punitive damages, in each case whether arising under contract, tort (including negligence), strict liability, or otherwise, even if a party has been advised of the possibility of such damages.
To the fullest extent permitted by law, each party's total aggregate liability arising out of or in connection with the Agreement, whether arising in contract, tort (including negligence), under statute, or otherwise, will not exceed an amount equal to the total fees paid (or payable) by the Customer to Automated Commerce in the twelve (12) months immediately preceding the event giving rise to the liability.
The exclusions in Section 13.1 and the cap in Section 13.2 do not apply to: (a) Customer's indemnification obligations under Section 14.2; (b) breach of confidentiality under Section 11; (c) Customer's payment obligations under Section 5; (d) IP infringement of the Service that is the subject of indemnification under Section 14.1; (e) liability that cannot be excluded or limited under applicable law, including under Article 6:233 BW or for damage caused by intentional misconduct or gross negligence (opzet of bewuste roekeloosheid).
The parties acknowledge that the limitations of liability in this Section 13 are an essential element of the bargain between them, that the fees set by Automated Commerce reflect this allocation of risk, and that they are reasonable in the context of the Service provided.
Automated Commerce will defend, at its expense, any third-party claim alleging that the Service, when used by Customer in accordance with the Agreement and applicable law, infringes that third party's intellectual property rights, and will pay any damages finally awarded by a court of competent jurisdiction or agreed in settlement, subject to the cap and exclusions in Section 13.
This indemnity does not apply where the alleged infringement arises from: (a) Customer Content; (b) modifications to the Service made by Customer or at Customer's direction; (c) combination of the Service with other software, data, or services not provided by Automated Commerce; (d) Customer's continued use of an allegedly infringing feature after notice of an alternative.
If a claim is brought or in our reasonable opinion is likely to be brought, we may, in our discretion: (i) procure for the Customer the right to continue using the Service; (ii) modify or replace the Service so that it is no longer alleged to infringe; or (iii) terminate the affected subscription and refund any prepaid fees for the unused period.
Customer will defend, at its expense, any third-party claim arising out of or relating to: (a) Customer Content, including any claim that Customer Content infringes any third-party right; (b) Customer's use of AI Outputs (including any claim that an AI Output infringes third-party intellectual-property rights, where Customer published, used, or shared the AI Output); (c) Customer's breach of the Acceptable Use Policy; (d) Customer's breach of applicable law; or (e) Customer's breach of any third-party platform terms; and will pay any damages finally awarded or agreed in settlement.
Indemnification under this Section 14 is conditional on the indemnified party: (a) giving prompt notice of the claim; (b) providing reasonable cooperation in the defence; and (c) granting the indemnifying party sole control of the defence and settlement, provided that no settlement may admit liability of the indemnified party or impose obligations on it (other than payment of money for which the indemnifying party is responsible) without the indemnified party's prior written consent.
Neither party will be liable for any delay or failure to perform under the Agreement (other than payment obligations) to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, pandemic, epidemic, war, civil unrest, sabotage, government actions, internet or telecommunications failures, third-party platform outages (including Shopify, Google, Meta, Pinterest, AWS or GCP outages), or denial-of-service attacks ("Force Majeure Event"). The affected party will notify the other promptly, mitigate where reasonable, and resume performance as soon as the Force Majeure Event ceases. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the affected subscription on written notice.
We may suspend Customer's access to the Service in whole or in part if: (a) Customer fails to pay any undisputed amount when due and the failure continues for more than 14 days after written notice; (b) Customer's use of the Service poses a security or operational threat to the Service or other customers; (c) we have a good-faith reason to believe that Customer's use violates applicable law; or (d) suspension is required by an order of a competent authority. We will give as much advance notice as practicable and will work in good faith to restore access once the underlying issue is resolved.
The Agreement starts on the date Customer first accepts these Terms and continues until terminated in accordance with this Section 17.
Customer may cancel any subscription through the Service or by written notice. Cancellation takes effect at the end of the then-current paid period. This Section 17.2 applies to standard online (month-to-month and annual) subscriptions taken via the Service. Where Customer has signed a separate order form or annual contract specifying a fixed term, minimum commitment, or different cancellation regime, the terms of that contract govern and prevail over this Section to the extent of any conflict. We may terminate any free or trial subscription at any time on notice.
Either party may terminate the Agreement (or any affected subscription) on written notice if the other party: (a) commits a material breach and fails to cure within 30 days of written notice describing the breach; (b) becomes insolvent, has a moratorium of payments, files for bankruptcy, or is the subject of dissolution proceedings; or (c) ceases to do business.
Either party may terminate the Agreement on written notice if continued performance would violate applicable law or a binding order of a competent authority.
On termination of the Agreement (for any reason):
Sections 4 (so far as concerns Aggregated Data and Service IP), 5.6, 11 (Confidentiality), 12.3 (Disclaimer), 13 (Limitation of liability), 14 (Indemnification), 17.5 (Effects of termination), 18 (Notices), 19 (Governing law), 20 (Miscellaneous), and any other provision intended to survive by its nature, will survive termination.
We may amend these Terms from time to time. The latest version will always be at automatedcommerce.ai/policies/terms-of-service-policy. We will notify Customers of material changes through in-Service notice and email at least 30 days before they take effect. If a Customer reasonably objects to a material change on the basis that it is materially adverse to its rights, the Customer may terminate the affected subscription before the change takes effect by written notice within the 30-day notice period; pro-rata refund of prepaid fees applies.
Notices to Customer may be given by in-Service notice and by email to the last administrator email address on file. Notices to Automated Commerce must be sent to business@automatedcommerce.ai with a copy to Automated Commerce B.V., Herengracht 451, 1017 BS Amsterdam, the Netherlands. Notices are deemed received on the next business day after sending.
The Agreement is governed by the laws of the Netherlands, excluding its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before commencing legal proceedings, the parties will attempt in good faith to resolve any dispute through senior-management discussion within 30 days of written notice of the dispute.
If the dispute is not resolved in good-faith negotiation, exclusive jurisdiction rests with the competent courts of Amsterdam, the Netherlands. Either party may, however, seek injunctive or other equitable relief from any court of competent jurisdiction.
Customer may not assign or transfer the Agreement without our prior written consent, except that Customer may assign on prior written notice to a successor in connection with a merger, acquisition, or sale of substantially all its assets, provided the successor is not a competitor of Automated Commerce. We may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all our assets.
The Agreement is the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, and communications. To the extent of any conflict between these Terms and an order form, the order form prevails for the affected subscription.
Customer expressly waives the application of any of its own general terms and conditions and the right to invalidate any provision of these Terms under Articles 6:233(a) and 6:234 of the Dutch Civil Code (BW); Customer acknowledges having had the opportunity to take cognisance of these Terms before acceptance.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be replaced by an enforceable provision that most closely reflects the parties' original intent.
A waiver of any right under the Agreement is effective only if given in writing and is not a waiver of any future right.
The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, or employment relationship.
Each party may, during the term of the Agreement, identify the other as a customer or service provider on its website and in customary marketing materials, using the other's name and logo subject to the other's then-current trademark guidelines and any reasonable restrictions notified in writing. Either party may withdraw this consent on written notice.
Each party warrants that it will comply with applicable anti-bribery (including the Dutch Wet ter voorkoming van witwassen en financieren van terrorisme where applicable), sanctions, and export-control laws in performing the Agreement.
These Terms may be accepted electronically, and any order form referencing these Terms may be executed in counterparts, including by electronic signature.
BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF YOUR BUSINESS ENTITY.
Version 3.0
Effective: 7 June 2026
Annex A — Data Processing Agreement (separate document, signable on Customer request — email business@automatedcommerce.ai).
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