Terms and Conditions

Buunto Limited Terms and Conditions

Welcome to Buunto!

These terms and conditions (Terms) govern your use of Buunto, a product extension supplied to merchants registered and trading on the Shopify.com platform (Shopify) and all of our apps, products related functionalities (Buunto App) as described on our website at www.buunto.com (Website) (Licence). Your Licence applies as selected by you and agreed between us by means of your subscription to the Buunto App via Shopify.

By clicking the tick box agreeing to these Terms, paying for your Licence or otherwise using the Buunto App in any form or accepting the benefit of any part of the Buunto App, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and Buunto Limited, Registered Company No. 13785906, Suite 5, 5th Floor, City Reach, 5 Greenwich View Place, London, E14 9NN, United Kingdom (‘Buunto ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that your Licence will automatically renew at the end of the Licence Period, and you will continue to incur Licence Fees, unless you notify us that you want to cancel your Licence in accordance with these Terms. Please ensure you contact us if you want to cancel your Licence or that you manage your subscription via Shopify.

We may change these Terms at any time by notifying you, and your continued use of the Buunto App following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

Please read these terms and conditions carefully before agreeing to proceed with your Licence.

THE BUUNTO APPS

YOUR LICENCE AND THE BUUNTO APP

(The Buunto App) The Buunto App includes the Software and any other features or functionalities offered by Buunto that you subscribe to and activate via Shopify and further described on our Website.
(Scope of Licence) Your Licence includes the functionalities set out on our Website, or as otherwise communicated to you when you subscribe for your Licence (as amended from time to time by notice to you).
(Provide Information) As part of registering for, and your continued use of, your Licence, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Licence registration process is accurate, honest, correct and up to date.
(Term of Licence) Your Licence to the Buunto App will continue for the duration of the Licence Period, and then will automatically renew for the same period of time as the Licence Period until terminated (Term).

THE SOFTWARE

During the Licence Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Buunto App.
We may from time to time in our absolute discretion release enhancements to the Software, where enhancements means any upgraded, improved, modified or new versions of the Software. Any enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
We will provide the Software in accordance with all applicable laws and industry standards.
Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of the Buunto App until you have paid the relevant instalment of Licence Fees.

THIRD PARTY SOFTWARE, TERMS & CONDITIONS

You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Buunto App, including any terms and conditions applied by Shopify, as well as the terms of our Privacy Policy currently located at www.buunto.com/privacy, as updated from time to time.
You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Buunto App, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
You acknowledge and agree that issues can arise with transferring data to software and between software, and when integrating software with other software or platforms. We cannot guarantee the integration processes to other software will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any software.

LICENCE FEES AND PAYMENT

(Licence Fee) You must pay fees to us in the amounts and at the times specified in the pricing section of the Website or via Shopify (as the case may be) or as otherwise agreed in writing (Licence Fees).
All Licence Fees must be paid in advance and are non-refundable for change of mind.
Unless otherwise agreed in writing, the Licence Fees are due and payable on a monthly basis for the duration of the Licence Period, with the first payment being due on the first day of the Licence Period.
(Automatic Recurring Billing) Your Licence will continue for the Licence Period you selected when subscribing to the Buunto App. Your Licence will continue to renew at the end of each Licence Period and you must pay Licence Fees in respect of each renewal Licence Period unless you cancel your Licence in accordance with clause 8. Otherwise, Shopify will continue to debit the Licence Fees on our behalf from your account each month. We will not pay any charge back amount if you fail to cancel your Licence in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Licence has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Licence. We (or Shopify on our behalf) may submit periodic charges for the Licence Fees without further authorization from you, until you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we (or Shopify on our behalf) could reasonably act on such notice. To terminate your authorization or change your payment method, please manage your Licence via Shopify.
Unless otherwise indicated, the Licence Fees do not include VAT which is payable in addition, where applicable, at the relevant prevailing rate.
We reserve the right, from time to time, to change the Licence Fees. We will notify you in advance if we do this.

YOUR OBLIGATIONS

You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:

upload sensitive information or commercial secrets using the Software;
make copies of the Documentation or the Software;
adapt, modify or tamper in any way with the Software;
remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
create derivative works from or translate the Software or Documentation;
publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party;
decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
attempt to circumvent any technological protection mechanism or other security feature of the Software; or
permit any use of the Buunto App for any third party outside of your authorised Users and your company.

If you become aware of misuse of your Licence by any person, any errors in the material on your Licence or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

USER OBLIGATIONS

You agree, and you must ensure that all Users agree:

to comply with each of your obligations in these Terms;
not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Buunto App;
to not share your Buunto App account information with any other person and that any use of your account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Buunto App’s security;
to not use the Buunto App for any purpose other than for the purpose for which it was designed, including you must not use the Buunto App in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Buunto App;
you must not make any automated use of the Buunto App and you must not copy, reproduce, translate, adapt, vary or modify the Buunto App without our express written consent;
that we may change any features of the Buunto App at any time on notice to you;
that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
that we may cancel your account at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 4.

INTELLECTUAL PROPERTY AND DATA

SOFTWARE CONTENT INTELLECTUAL PROPERTY

(Our ownership) We retain ownership of all materials provided to you throughout the course of your Licence (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
(Licence to you) You are granted a licence to the Software Content and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.

CLIENT DATA

Our Rights and Obligations

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use Client Data to the extent reasonably required to provide the Buunto App.
We will establish, maintain, enforce and continuously improve reasonable safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of Client Data.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

you share Client Data only with intended recipients; and
all Client Data is appropriate and not offensive.

You:

warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights or any applicable privacy laws; and
indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement or non-compliance with applicable privacy laws.

CONFIDENTIALITY AND PRIVACY

Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
You accept our Privacy Policy, located on our Website. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation, including utilising the procedures provided for by Shopify.

LIABILITY

WARRANTIES AND LIMITATIONS

(Warranties) Subject to the Service Limitations, we warrant that:

during the Licence Period, the Software will perform substantially in accordance with the Documentation;
during the Licence Period, the Buunto App will be provided substantially as described to you in, and subject to, these Terms; and
to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.

(Errors) We will correct any errors, bugs or defects in the Software which arise during the Licence Period and which are notified to us by you unless the errors, bugs or defects:

result from the interaction of the Software with any other Buunto App or any computer hardware, software or services not approved in writing by us or any changes in the Shopify platform outside of our control;
result from any misuse of the Software; or
result from the use of the Software by you other than in accordance with these Terms or the Documentation.

(Service Limitations) The Buunto App is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:

the Buunto App and any services or functionalities offered via it will be free from errors or defects;
the Buunto App will be accessible at all times;
messages and information sent through the Buunto App will be delivered promptly, or delivered at all;
information you receive or supply through the Buunto App will be secure or confidential; or
any information provided through the Buunto App is accurate or true.

(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Buunto App or a Licence:

is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under applicable law); and
is totally excluded, insofar as concerns other liability, save where applicable law does not allow full exclusion of liability, in such case our liability shall never exceed £100.00 (one hundred pounds sterling) per claim or series of related claims.

INDEMNITY

You indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

any breach of these Terms by you, your Personnel or a User; or
any act or omission of you, a User or your Personnel.

CANCELLATION OF YOUR LICENCE

You may cancel your Licence by notice to us or by making such cancellation via Shopify. Your Licence will end in the then current billing cycle, and you will be charged for that billing cycle.
Your licence to the Buunto App under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Software. Once the then current billing cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
Your access to the Buunto App will be revoked at the end of the relevant billing cycle in which you cancel your Licence by notice to us or via Shopify.

DISPUTES AND TERMINATION

DISPUTE RESOLUTION

A party claiming that a dispute has arisen under or in connection with these Terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with these Terms must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

TERMINATION BY US

We may terminate these Terms or any Licence in whole or in part immediately by written notice to you if:

you, a member of your Personnel, or a User, are in breach of any term of these Terms or any part of a Subscription;
you become subject to any form of insolvency or bankruptcy administration; or
if we decide to no longer make the Buunto App available to you.

Upon termination of these Terms by us under clause 9.2(a)(i) or (ii), the Licence Fees already paid will be non-refundable, and you must promptly pay:

the remainder of the Licence Fees applicable for the Licence Period as if the agreement had not been terminated;
our expenses to date; and
any payments required by our suppliers to discontinue their work.

Upon termination of these Terms by us under clause 9.2(a)(iii), where Licence Fees have already been paid, we will provide you with a prorated refund where applicable upto and including the date of termination.

TERMINATION BY CLIENT

You may terminate these Terms if:

we have committed a material breach of these Terms or a Licence and have failed to remedy the breach within 30 days’ written notice by you; or
we become subject to any form of insolvency or bankruptcy administration.

If you validly terminate in accordance with this clause, no further fees will be payable by you (unless later found that such termination was invalid).

NOTICES

A notice or other communication to a party under this agreement must be:

in writing and in English; and
delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of these Terms as at the date of these Terms (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
when replied to by the other party,

whichever is earlier.

FORCE MAJEURE

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
If a Force Majeure Event occurs, we must use reasonable endeavours to notify the Customer of:

reasonable details of the Force Majeure Event; and
so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

Subject to compliance with clause 11(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
For the purposes of this agreement, a ‘Force Majeure Event’ means any:

act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
strikes or other industrial action outside of the control of us; or
war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

GENERAL

GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to £; or “pound” is to Great British Pounds (sterling);
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(these Terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

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DEFINITIONS

‍

Term

Definition

Client Data

means any documents or materials supplied by you to us under or in connection with these Terms or a Licence, including any Intellectual Property Rights attaching to those materials or any personal data.

Confidential Information

means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.

Documentation

means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form and including via our Website.

Intellectual Property Rights

means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.

Personnel

means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.

Software

means the software as described on our Website, and which is licenced to you in accordance with these Terms.

Software Content

means all materials owned or licensed by us in connection with the Software and any Intellectual Property Rights attaching to those materials.

Buunto App

includes the Software (and any other services or functionalities to be provided to you under these Terms).

Licence

has meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.1(b) and on the Website.

Licence Fees

has the meaning set out in clause 2(a) of these Terms.

Licence Period

means the period of your Licence to the Buunto App as agreed on the Website or via Shopify.

User

means end users of the Buunto App, on your website or any other platform, and any other third party granted access to the Software by you.

User Data

means files, data, materials or any other information, which is uploaded to the Software by you or a User, including any Intellectual Property Rights attaching to those materials or any personal data.

Website

means the website at the URL set out in the first paragraph of these Terms, and any other site operated by us in connection with the Buunto App.