Terms of Service

The Service is provided by:

ShopsApp is a software-as-a-service platform for online ordering and messaging-based commerce. The Service enables merchants to onboard, configure storefronts and catalogs, administer accounts and users, accept and manage orders, and engage with customers through messaging channels, including integrations with WhatsApp, Instagram, and other Meta products, as well as additional third-party platforms made available from time to time.

These Terms apply to all Merchants and authorised users that access or use the Service in connection with digital commerce, order management, customer communication, and messaging-based business workflows. Additional product-specific terms, order forms, or data processing agreements may apply and form part of the contractual relationship between you and ShopsApp.

The Service is offered to businesses, sole traders, and other organisations acting in the exercise of a commercial or professional activity. It is not intended for consumers acting outside a trade, business, or profession. By using the Service, you represent that you have full legal capacity to enter into binding agreements, that you are at least 18 years of age, and that, if you act on behalf of a legal entity, you are duly authorised to bind that entity to these Terms.

To use the Service, you must register an account and provide accurate, current, and complete registration and business information, and you must keep that information updated. You are responsible for maintaining the confidentiality of account credentials and for all activities that occur under your account. You must notify ShopsApp without undue delay of any unauthorised access or suspected security incident affecting your account.

ShopsApp may verify Merchant information and onboarding details, and may decline, suspend, restrict, or terminate an account where information is false, misleading, unauthorised, materially incomplete, or where continued access could create legal, security, technical, regulatory, or compliance risk.

5.1 Plans and fees. Access to the Service is provided against payment of the fees set out in the applicable order form, online plan description, or pricing page in effect at the time of subscription. Unless expressly stated otherwise, all fees are exclusive of value-added tax and other applicable taxes, duties, and levies, which shall be borne by the Merchant where due.

5.2 Billing cycle and renewal. Subscriptions are billed in advance for the agreed billing period (for example monthly or annual) and renew automatically for successive periods of the same length unless terminated in accordance with these Terms or the applicable order form. Usage-based or transactional fees, where applicable, are billed in arrears.

5.3 Payment. Payments are due upon invoice and shall be made by the payment method designated by the Merchant. The Merchant is responsible for ensuring that payment details are valid and up to date. In the event of late payment, ShopsApp may charge statutory default interest and reasonable costs of collection, and may suspend the Service in accordance with §15.

5.4 Changes to fees. ShopsApp may adjust fees with reasonable advance notice taking effect at the start of the next renewal period. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees, to the extent permitted by law.

5.5 No refunds for partial periods. Except where required by mandatory law, fees already paid for the current billing period are non-refundable upon termination by the Merchant.

You may use the Service only for lawful business purposes and only in compliance with these Terms, applicable law, and the rules, terms, and policies of any integrated third-party service. You shall not, and shall not permit any user under your account to:

• violate any applicable law or regulation, or infringe the rights of any third party;
• misrepresent identity, affiliation, or origin of communications;
• transmit unsolicited commercial communications, spam, or messages in breach of applicable opt-in or opt-out requirements;
• engage in deceptive, abusive, harassing, discriminatory, or otherwise prohibited conduct;
• introduce malware or other harmful code, or attempt to interfere with the integrity, security, or proper operation of the Service;
• attempt to gain unauthorised access to the Service, related systems, or other users' accounts or data;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying technology of the Service, except where such restriction is prohibited by mandatory law;
• use the Service to develop, train, or benchmark a competing product or service;
• circumvent, disable, or otherwise interfere with any usage limits, rate limits, or security or access-control features of the Service.

Where the Service is used to send messages or facilitate customer communications via WhatsApp, Instagram, Meta products, SMS, email, or other channels, you are solely responsible for ensuring that all required notices, permissions, and opt-ins have been obtained and documented under applicable law and the rules of the relevant messaging channel. In particular, you must respect the messaging policies of WhatsApp, Instagram, and Meta, including requirements regarding prior opt-in, permitted message templates, content restrictions, and limitations on promotional or non-transactional content.

You must promptly honour opt-out, unsubscribe, block, and similar requests, and you must not confuse, deceive, defraud, mislead, spam, or surprise recipients. You acknowledge that messaging providers may apply quality ratings, throughput limits, template approvals, and enforcement actions independently of ShopsApp.

You may not use the Service in connection with products, services, or activities that are unlawful or that violate the policies of integrated platforms. Without limitation, the following categories may be restricted or prohibited under WhatsApp, Instagram, or Meta commerce and messaging policies, in some cases subject to limited exceptions or jurisdiction-specific conditions: illegal goods or services; fraudulent or misleading business models; certain regulated products such as tobacco, alcohol, weapons, ammunition, or pharmaceuticals; adult products and services; dating services; multi-level marketing; certain gambling-related activity; and certain financial services.

You are responsible for determining whether your business, offerings, or messaging practices fall within a restricted or regulated category and for obtaining any required licences, registrations, and approvals.

You are solely responsible for the business activities you conduct through the Service, including, without limitation, product listings, descriptions, pricing, taxes, promotions, order terms, fulfilment, customer service, returns and refunds, warranty handling, and compliance with all applicable consumer, commercial, e-commerce, advertising, privacy, marketing, tax, and sector-specific laws. You shall provide your end customers with all legally required information, including pre-contractual disclosures, terms of sale, withdrawal rights where applicable, and your own privacy notice.

ShopsApp is not a party to contracts concluded between you and your end customers and is not responsible for the underlying transactions, products, or services you offer.

10.1 Roles. ShopsApp generally acts as controller for personal data processed in connection with the ShopsApp website, merchant onboarding, account administration, billing, support, security, and its own compliance and business operations. Where personal data of your end customers is processed through the Service on your behalf, ShopsApp typically acts as processor and you act as controller for that data.

10.2 Data Processing Agreement. Where ShopsApp acts as processor, the parties shall enter into a Data Processing Agreement compliant with Article 28 GDPR. ShopsApp will provide a standard DPA template on request to any merchant who reasonably requires one for compliance with their controller obligations. Until executed, ShopsApp processes personal data on the merchant's behalf strictly in accordance with the principles set out in this Section 10, the Privacy Policy, and the technical and organisational measures described therein. Where ShopsApp has made a standard DPA available through the Service or its website, that agreement is incorporated into these Terms by reference upon your acceptance or use of the relevant features.

10.3 Merchant obligations. You shall comply with all applicable privacy and data protection laws in connection with your use of the Service, including providing any legally required notices to your end customers, obtaining and documenting any required consents, honouring data subject rights, and implementing appropriate technical and organisational measures within your own environment.

10.4 Reference. Information about ShopsApp's own processing of personal data is set out in the Privacy Policy, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the Privacy Policy with respect to ShopsApp's own processing as controller, the Privacy Policy prevails.

10.5 Sub-processor changes. The current list of ShopsApp's sub-processors is published in the Privacy Policy. ShopsApp will give merchants at least 30 days' advance notice — via email to the account contact and an in-product banner — before engaging a new sub-processor that will process personal data on the merchant's behalf. Merchants may object to the change within that window; ShopsApp will work in good faith to resolve the objection and, if no resolution is reached, the merchant may terminate the affected portion of the Service without penalty.

The Service may interoperate with Meta, WhatsApp, Instagram, payment providers, logistics providers, analytics providers, and other third-party services. The availability, functionality, pricing, and continued operation of those integrations depend on the actions, systems, approvals, and policies of the relevant third parties, which may be changed, restricted, suspended, or discontinued at any time and without notice to ShopsApp.

You are responsible for complying with all third-party terms and policies applicable to your use of connected services, including obtaining and maintaining any required approvals, business verifications, or display-name registrations. ShopsApp is not responsible for downtime, access limitations, policy enforcement actions, template restrictions, delivery limitations, fee changes, or other acts or omissions of third-party platforms.

12.1 ShopsApp IP. All rights, title, and interest in and to the Service, including its software, interfaces, APIs, designs, branding, documentation, and related intellectual property, remain with ShopsApp or its licensors. Subject to your compliance with these Terms and payment of the applicable fees, ShopsApp grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term of your subscription for your internal business purposes.

12.2 Merchant content. You retain all rights in the content, data, branding, and materials you provide to or generate through the Service (“Merchant Content”). You grant ShopsApp a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, and otherwise process Merchant Content solely as necessary to provide, secure, and improve the Service and to comply with legal obligations. You represent and warrant that you have all rights necessary to grant this licence and that your Merchant Content does not infringe third-party rights.

12.3 Feedback. If you provide feedback, suggestions, or ideas about the Service, you grant ShopsApp a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction.

ShopsApp is an independent service. ShopsApp is not affiliated with, endorsed by, or sponsored by Meta Platforms, Inc., Meta Platforms Ireland Limited, Instagram LLC, WhatsApp LLC, or any Meta-group entity.

“Instagram”, “Meta”, “Facebook”, and “WhatsApp” are trademarks of their respective owners and are used in these Terms only to describe the platforms ShopsApp integrates with.

Each Connected Platform has its own terms of service that you must independently accept. ShopsApp does not control any Connected Platform, cannot guarantee its availability, and is not liable for changes a platform makes to its APIs, policies, or pricing. If a Connected Platform suspends or terminates your account on its service, that is between you and the platform; ShopsApp will, where reasonably possible, assist you in understanding or appealing the action.

Each party may have access to non-public information of the other party that is identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party shall protect the disclosing party's Confidential Information with at least the same degree of care it uses for its own confidential information of similar nature, and not less than a reasonable standard of care, and shall use it only as necessary to perform under these Terms. Confidential Information does not include information that is publicly available without breach, independently developed without use of the Confidential Information, or rightfully received from a third party without confidentiality restriction. The receiving party may disclose Confidential Information where required by law, regulation, or binding order, provided that, where legally permissible, it notifies the disclosing party in advance.

15.1 Suspension. ShopsApp may suspend or restrict access to the Service immediately where it reasonably believes that you have violated these Terms, applicable law, or applicable third-party platform terms or policies, where payment is overdue, or where continued access could create legal, security, technical, or reputational risk. Where reasonably practicable and not prohibited by law, ShopsApp will notify you of the suspension and the basis for it.

15.2 Termination for cause. Either party may terminate the agreement for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice, or immediately in cases of insolvency, bankruptcy, or comparable proceedings, or repeated or non-curable breaches.

15.3 Termination for convenience. Unless otherwise agreed in an order form, either party may terminate a subscription for convenience effective at the end of the then-current billing period by providing notice through the account settings or in writing.

15.4 Effect of termination. Upon termination, your right to access and use the Service ceases, and ShopsApp may disable accounts, integrations, and access to Merchant Content as reasonably necessary. ShopsApp will, for a limited period as described in the Privacy Policy or the applicable data processing agreement, make Merchant Content available for export, after which Merchant Content may be deleted in accordance with ShopsApp's standard retention and deletion practices, unless retention is required by law.

The Service is provided on an “as available” basis to the extent permitted by law. ShopsApp will use commercially reasonable efforts to maintain reliable operation of the Service but does not warrant that the Service will be uninterrupted, error-free, or free from external delays, that defects will be corrected, or that the Service or the servers that make it available are free of harmful components. ShopsApp does not warrant or guarantee the performance, approval decisions, delivery rates, or continued availability of third-party messaging channels, payment providers, or other integrations. Except as expressly set out in these Terms and to the maximum extent permitted by applicable law, all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, are excluded. Mandatory statutory warranty rights under applicable law remain unaffected.

17.1 Unlimited liability. Nothing in these Terms limits or excludes liability for damages caused by intent or gross negligence, for injury to life, body, or health, for fraudulent misrepresentation, under the German Product Liability Act (Produkthaftungsgesetz), under any express guarantee given by ShopsApp, or to the extent liability cannot be limited or excluded under applicable mandatory law.

17.2 Limited liability for slight negligence. Subject to §17.1, in cases of slight negligence ShopsApp shall be liable only for the breach of essential contractual obligations (Kardinalpflichten) — obligations the fulfilment of which is essential for the proper performance of these Terms and on whose observance you may regularly rely. In such cases, liability shall be limited to damages that are typical and foreseeable at the time of conclusion of the contract.

17.3 Cap.Subject to §17.1 and §17.2, ShopsApp's aggregate liability under or in connection with these Terms shall not exceed the total fees paid by you to ShopsApp for the Service in the twelve (12) months preceding the event giving rise to the claim.

17.4 Excluded damages. Subject to §17.1, ShopsApp shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, anticipated savings, business opportunities, or data, arising out of or relating to the Service.

You shall indemnify, defend, and hold harmless ShopsApp, its affiliates, and their respective officers, directors, employees, and service providers from and against any third-party claims, losses, liabilities, damages, fines, and reasonable costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Merchant Content; (b) your products, services, or business activities; (c) your use of the Service in violation of these Terms or applicable law; (d) your violation of any third-party right, including intellectual property and privacy rights; or (e) your violation of any third-party platform's terms or policies. ShopsApp shall promptly notify you of any such claim and reasonably cooperate in its defence.

Neither party is liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, pandemics, governmental actions, internet or telecommunications failures, or third-party platform outages.

ShopsApp may update these Terms from time to time to reflect changes to the Service, legal requirements, third-party platform policies, or business operations. The current version will be made available through the ShopsApp website or Service. Material changes will be notified with reasonable advance notice via the Service, by email to the account contact, or by another appropriate means. Continued use of the Service after the effective date of revised Terms constitutes acceptance of the revised Terms, to the extent permitted by law. Where consent is required by law, the revised Terms will not apply to you until you have consented.

You may not assign or transfer these Terms or any rights or obligations hereunder without ShopsApp's prior written consent, except to an affiliate or in connection with a merger, reorganisation, or sale of substantially all of your assets, provided that the assignee assumes all obligations. ShopsApp may assign or transfer these Terms in connection with a corporate transaction or to an affiliate, and may use subcontractors and service providers to perform the Service, while remaining responsible for their performance.

Notices to ShopsApp shall be sent to info@shops-app.com or to the registered address set out in §1. Notices to you may be given through the Service, by email to the account contact, or by other reasonable means. Notices are deemed received on the next business day after dispatch.

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is Hamburg, Germany. Mandatory consumer protection provisions and other mandatory legal rules in the jurisdiction of your habitual residence remain unaffected where applicable.

24.1 Entire agreement. These Terms, together with any order form, the Privacy Policy, and any data processing agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject matter.

24.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects its economic purpose.

24.3 No waiver. Failure to enforce any provision shall not constitute a waiver of that provision or of any other right.

24.4 Language. These Terms may be made available in multiple languages. In the event of a conflict, the English version prevails to the extent permitted by law.

24.5 Survival. Provisions that by their nature should survive termination (including §10, §12, §13, §14, §16, §17, §18, §23, and §24) shall survive.

Questions regarding these Terms may be directed to: