Terms & Conditions

Last updated March 2024.

Previous terms (Sept 2021)

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These are the terms and conditions (“Terms”) of Cloudshelf Limited, a company registered in England and Wales under company number 13158083 with its registered office at 36-38 Cornhill, London, United Kingdom, EC3V 3NG (“we,” “us,” or “our”).

These Terms govern your use of “Cloudshelf”, our online SaaS platform available at https://manager.cloudshelf.ai 

By using Cloudshelf, you are deemed to accept these Terms, and a legally binding contract is formed between you and us. If you do not accept these Terms, please do not use Cloudshelf. You also agree to the terms of our privacy and cookies policy, which can be found at https://cloudshelf.ai/privacy-policy 

These Terms apply to any user of Cloudshelf and, where you purchase a subscription for Cloudshelf on behalf of a company or organisation, you warrant and guarantee that you have authority to bind that company or organisation, and that all users will comply with these Terms when using Cloudshelf.

1. ABOUT CLOUDSHELF
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   1. Cloudshelf is a SaaS platform designed to enhance retail operations by bringing digital capabilities to the forefront of the physical shopping experience. Our suite of services enables a variety of shopper-facing applications that display and encourage the sale of product catalogues in a user-friendly and interactive manner. 
   2. The storefront services provided under the Cloudshelf umbrella include, but are not limited to:
      • Endless Aisle: Cloudshelf extends the in-store product range virtually, allowing customers to access a retailer's complete catalogue, including items not physically present in the store.
      • Digital Catalog: We offer a digital version of the retailer's catalogue for easy browsing, providing detailed product information and imagery to enhance the shopping experience.
      • Self-Serve Kiosk: Cloudshelf equips stores with intuitive self-service kiosk experiences, enabling customers to independently browse, find, and purchase products or learn more about them without requiring direct assistance.
      • Queue Busting: To minimise wait times and improve efficiency, our services facilitate quicker checkouts and streamline purchasing processes, effectively "busting" long lines and wait times.
      • Clienteling: Cloudshelf aids in creating personalised shopping experiences by providing sales associates with tools to better serve customers based on their shopping preferences and purchase history.
   3. We’re the exclusive owner of Cloudshelf and we grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use Cloudshelf, subject to these Terms. 
   4. You understand and agree that you are granted a licence to use Cloudshelf only in accordance with these Terms, and not further or otherwise. Nothing in these Terms transfers any ownership right in Cloudshelf to you or anyone else.
   5. We are constantly evolving, and so we may from time to time modify, or add to Cloudshelf. 
   6. While we don’t supply, install, service, or maintain hardware, we have established partnerships with a comprehensive list of providers. You can choose from these trusted hardware providers to find solutions that are compatible with Cloudshelf, ensuring a smooth and cohesive integration into your retail environment.

2. SUBSCRIPTIONS AND PRICES
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   1. Standard: 
      1. These are applicable to retailers who subscribe to Cloudshelf through our website at https://cloudshelf.ai/, or via eCommerce platforms, such as Shopify or Salesforce B2C Commerce Cloud (“Standard Retailers”). 
      2. Our fees are as stated on our website at https://cloudshelf.ai/pricing at the time of sign up, and vary depending on the level of service (i.e. Starter, Standard or Premium). The fees are payable monthly and are non-refundable. Alternatively, if you purchase a subscription via Shopify, the fees to use Cloudshelf will be added to your Shopify subscription.
      3. Your subscription starts when you make payment and continue on a monthly basis until you terminate your subscription.
      4. Your payment method will be charged once per month in relation to your subscription. It’s your responsibility to ensure that your payment method is kept up to date. A notification will be issued to you to notify you of the failed payment. If your payment method is out of date, and we’ve been unable to contact you to update your payment method within 7 days of the payment failing, your access to Cloudshelf will be suspended until updated.
      5. We don’t provide refunds for partial use of Cloudshelf over a subscription term.
      6. All fees are exclusive of value added tax or any other sales tax.
      7. You are free to upgrade or downgrade your subscription at any time within your account settings. Any such changes will take effect from the next billing cycle (this is the next month, quarter or year you make a subscription payment).
   2. Enterprise: These are tailored for larger retailers requiring customised solutions (“Enterprise Retailers”). An additional service order (“Service Order”) will detail specific services, payment terms, and other conditions. In the event that there are any changes to these Terms during negotiation, these will be recorded in the Service Order. In the event of a conflict between the Terms and any Service Order, the Service Order shall prevail.
      
      Your subscription starts after both you and we have signed the Service Order and you have paid the fees. Your subscription term will then continue on the terms stated in the Service Order. 

3. USE OF CLOUDSHELF AND OBLIGATIONS
    
   1. You agree to use Cloudshelf in compliance with applicable law and regulation. You will not, and will not allow others to:
      1. use Cloudshelf to upload, transit or otherwise distribute any unlawful, threatening, defamatory, harassing, fraudulent, obscene, abusive or otherwise objectionable content, or that may contain viruses, malicious code or any other items of a harmful nature;
      2. use Cloudshelf for fraudulent, illegal or inappropriate purposes; or
      3. remove or alter any logos, trademarks or copyright notices appearing on Cloudshelf.
   2. We offer varying levels of retailer support based on the service package chosen. Standard support is included for all retailers, with enhanced support options available for Enterprise Retailers.
   3. You can also request additional professional services either directly with us or through our network of skilled integration partners. These services aim to customise and integrate Cloudshelf within your existing systems to meet your specific business requirements and enhance customer engagement strategies. Where you would like us to provide these professional services, we will liaise directly with you and issue our quote and any specific terms for these.
   4. We use commercially reasonable endeavours to ensure Cloudshelf is available 24 hours a day, 7 days a week, but we are not liable for any downtime or where Cloudshelf is not available to you. You can check our service levels anytime at https://status.cloudshelf.ai. 
   5. You are responsible for the quality, accuracy and completeness of the data that is shared with Cloudshelf. We don’t verify or evaluate your data, nor do we advise you on any compliance or operational-related matters in any way. Cloudshelf doesn’t provide legal or regulatory guidance regarding compliance obligations in certain locations or industries. If you require such advice, please contact an independent professional. You are the owner of your data, and nothing in these Terms transfers any such ownership to us.

4. ECOMMERCE ACCOUNTS
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   1. Through Cloudshelf you can connect to your eCommerce accounts, such as Shopify and  Salesforce Commerce Cloud (“eCommerce Accounts”) by allowing us access to them via the API key and token. You confirm that sharing this information, or giving us access is permissible under the terms you have agreed with the eCommerce platforms.
   2. When you let us access your eCommerce Accounts, we may pull in the content you have stored in your eCommerce Accounts and have authorised us to pull through to make it available via Cloudshelf. It is important to note that what has been shared on your eCommerce Accounts may show up on Cloudshelf, depending on your privacy settings.
   3. If the eCommerce platforms or your eCommerce Accounts become inaccessible, or if such access is withdrawn by the eCommerce platform, that content might no longer be accessible via Cloudshelf. You can disconnect your eCommerce Accounts from Cloudshelf anytime through your account settings and we will delete all the content stored in Cloudshelf 48 hours later.  If you choose to reconnect to Cloudshelf in the meantime, you will recover all previous set ups. Please note that after 48 hours the data is irretrievable, but we do keep records of usage, and the name of the retailer account the usage was associated with.
   4. Your dealings with the eCommerce platforms is between you and them, and so we do not check any content from your eCommerce Accounts, nor are we responsible for this.

5. INTELLECTUAL PROPERTY
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   1. The Shopify and Salesforce connectors that connect Cloudshelf to their respective eCommerce platform are open source. We make the code in those connectors and a full set of API documentation available to retailers that use eCommerce platforms that do not yet currently connect to Cloudshelf. This means that those retailers are able to build their own connectors to integrate with other eCommerce platforms. Any customisation of the Cloudshelf source code is done solely at your own risk and we accept no liability whatsoever or any loss or damage to software or hardware arising out of your customisation. You are responsible for ensuring that any custom solution developed using the Cloudshelf source code complies with all applicable laws and regulations. For more information on how to build a connector, you can find this at https://documentation.cloudshelf.ai
   2. Notwithstanding clause 5.1, we retain all right, title and interest in and to Cloudshelf, including the intellectual property rights therein (including its source code). You are not permitted to:
      1. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the software or any documents, data, or interfaces available through Cloudshelf;
      2. modify, duplicate, make derivatives works of, reproduce or exploit Cloudshelf, without our prior written permission;
      3. use Cloudshelf to create a similar or competitive platform; or
      4. use Cloudshelf for any purpose that is unlawful or prohibited by these Terms.  
   3. You retain all right, title and interest in the data and intellectual property rights you upload to Cloudshelf.

6. PUBLICITY
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   1. We reserve the right to refer to our working relationship with you within publicly released case studies and within promotional materials, both online and offline. You grant us a non-exclusive, perpetual, revocable, royalty-free, worldwide licence to use your company name and/or logo, for our promotional commercial purposes. You can withdraw this consent at any time by emailing us.
   2. If you provide us with a review or testimonial, you’re also granting us permission to share this across our online and offline marketing.

7. SECURITY AND PRIVACY
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   1. We recognise that the confidentiality, integrity and availability of information and data created, maintained and hosted by us are vital to the success of the business and privacy of our partners. As a solution provider, we understand the importance in providing clear information about our security practices, tools, resources and responsibilities within Cloudshelf so that our retailers and their shoppers can feel confident in choosing us as a trusted provider. 
   2. As part of our commitment to maintaining high security and compliance standards, we are undergoing SOC2 certification. We will maintain security practices and protocols to protect your data and ensure compliance with relevant laws and regulations.
   3. As we understand that privacy and protection of your data is critical to your business, we’d like to make clear the reasons that there are no data protection implications or data risks with Cloudshelf:
      1. Cloudshelf only accesses the product information that is already publicly available on your website, and it does so in read-only mode, so there is no risk to your data, your customers or your payments.  
      2. Cloudshelf data depends on where the screen is located, not who is using it. So Cloudshelf has no need to access your customer data, and therefore there is no risk of leaking it.  
      3. When a customer wants to buy a product, we instruct the eCommerce platform to create a basket using your existing eCommerce platform customer and payment infrastructure.  The customer enters their details via a page on your website, storing their details in your existing data infrastructure. Cloudshelf has no visibility on this data, and only knows that a transaction was offered.
      4. Cloudshelf needs to present the data you have already entered in your website. All customisations of this data for presentation on Cloudshelf is done on our own infrastructure, and therefore we do not need any write access to your existing eCommerce Account. 
      5. By default, shoppers using Cloudshelf process payments through their existing payment gateway and providers, similar to purchases made directly on your website, maintaining standard payment security. Additionally, Cloudshelf now offers options for retailers to include card payment solutions. In such cases, Cloudshelf remains 'out of scope' for PCI compliance, as payment processing is handled by your existing systems or third-party providers, not directly by Cloudshelf. Therefore there is no additional risk on payments.
   4. In alignment with our commitment to privacy and data protection, we adopt a principle of data minimisation, ensuring that only necessary personal data is collected and used by Cloudshelf. We commit to removing personal and customer data as promptly as feasible once it is no longer required for the purposes for which it was collected.
   5. We may collect, use and disclose your transactional and performance data related to your use of Cloudshelf, provided this does not include personal data or business sensitive data, and does not reveal your identity. We may also view but not store the email or account identifier of any customer who completes a purchase via Cloudshelf.
   6. You can find more information about the various policies and standards we have in place at https://trust.cloudshelf.ai/ 
   7. For you to sign up to Cloudshelf, we will require certain personal data about you and any of your employees, staff, workers or contractors that use Cloudshelf. For instance, we will use your email addresses for administrative purposes and managing your account rights. This is explained in detail in our privacy and cookies policy, available at https://cloudshelf.ai/privacy-policy. 

8. LEGAL RESPONSABILITY
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   1. We shall provide Cloudshelf and any additional professional services with reasonable care and skill. 
   2. We represent and warrant that we have the full right, power, legal capacity, and authority to enter into, deliver and fully perform under these Terms and that our performance hereunder will fully comply with all applicable laws, rules and regulations in force.
   3. Cloudshelf is provided on an "as is" and "as available" basis. We disclaim all warranties regarding Cloudshelf to the fullest extent permitted by applicable law, whether express or implied, including any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, and non-infringement of third-party rights. In particular, we disclaim any warranty that your use of Cloudshelf will be uninterrupted or error free. We’re not liable for any downtime or where Cloudshelf is unavailable to you.
   4. We agree to indemnify you and hold you harmless against any costs, damages, expenses, losses and other liabilities incurred as a result of a third party action, claim, demand, proceeding or suit where this arises from or in connection with your use of Cloudshelf where this infringes the intellectual property rights of a third party. This indemnity shall not apply where you have used Cloudshelf in an unauthorised or modified form.
   5. Neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.
   6. The parties’ total liability to each other for all other losses arising out of or in connection with the contract for sale between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid to us in the 12 months before the date on which the claim arose. 
   7. Except to the extent expressly set out in this clause, the terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 and by Sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
   8. Nothing in these Terms seeks to limit or exclude either parties’ liability for: (i) death or personal injury caused by our negligence (including that of our employees, agents or subcontractors); (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; (iv) defective products under the Consumer Protection Act 1987; or (v) any other matter in respect of which liability cannot be excluded or restricted by law.

9. TERMINATION
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   1. We reserve the right to terminate your subscription with us immediately on written notice to you in the event that you commit a breach of these Terms. If the event that these Terms are terminated, all rights and licences granted to you by these Terms will stop immediately and you must stop use of Cloudshelf immediately. You will not be refunded any prepaid fees in this case.
   2. Standard Clients: Standard Clients may cancel their subscription at any time via their Cloudshelf account settings. Cancellation will take effect at the end of the current billing period and you will not be refunded any fees for part usage.
   3. Enterprise Clients: The termination process applicable to Enterprise Clients will be detailed in the respective Service Order.

10. FORCE MAJEURE
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    1. Where an event outside our control occurs, this is a “force majeure event” and includes, but isn’t limited to, storm, fire, earthquake, an act of God, a natural disaster, a failure of electricity or power supplies, epidemic, pandemic, government rules, regulations or guidance, or a failure of a third-party supplier to do as they’re contracted to do. Where a force majeure event occurs, we are excused from performance under these Terms, and we won’t be liable to you for our failure to perform. We will use our reasonable efforts to continue our obligations under these Terms as soon as we are able to after the force majeure event has stopped.
    2. If a force majeure event arises, we’ll email you. If the force majeure event continues for longer than two months, either you or we may terminate the contract by providing 14 days’ written notice. Such termination shall be without prejudice to either party’s rights any refunds will be at our absolute discretion.

11. GENERAL TERMS
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    1. Entire agreement: We intend to rely on the written terms set out in these Terms. These written Terms are the entire agreement between you and us regarding Cloudshelf, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding Cloudshelf.
    2. Assignment: You are not permitted to transfer or assign these Terms, or any of your rights or obligations under these Terms, without our prior written consent. Any unauthorised attempt to assign or transfer these Terms will be null and void. We reserve the right to assign or transfer these Terms, or any of our rights or obligations under these Terms, at our sole discretion. Subject to this limitation, these Terms will be binding upon and inure to the benefit of the parties, their successors, and permitted assigns.
    3. Changes: We reserve the right to change these Terms from time to time without prior notice. If we change these Terms, we will always post it on our website and we will send to the email we have on record.  The new terms will include a link to the previous terms. We will also update the ‘Last update’ date at the start of these Terms. Your continued use of Cloudshelf following any such changes indicates your acceptance of the new terms, and you agree to be bound by them.
    4. Conflict: Should there be any conflict between these Terms and any hosting platform or payment gateway, these Terms shall prevail.
    5. Third party rights: No one other than you or us has any rights under these Terms.
    6. Notices: If either you or we need to send a notice to the other, they will send it to the last email address notified to the party. For us, our email is support@cloudshelf.ai and we will use the email address associated with your account. Time of delivery will be the time of transmission of the email. This does not apply to the service of legal proceedings.
    7. Severance: If any part of these Terms is found to be invalid, illegal, or unenforceable, that part shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the original provision. If such modification is not feasible, then the invalid or unenforceable provision will be severed from these Terms; however, the remainder of these Terms will continue to be in full force and effect.
    8. Waiver: Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. Similarly, any single or partial exercise of any right, power, or privilege under these Terms does not preclude further exercises or the exercise of any other right. A waiver by us of any breach of these Terms does not constitute a waiver of any other breach.
    9. Governing law and jurisdiction: We'll follow the laws of England and Wales for these Terms and any related legal obligations. If there are any disagreements or claims related to these Terms, they'll be handled exclusively in English and Welsh courts.

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