Terms of service

1. About these terms

These terms of service (the “Terms”) are an agreement between the business that creates a Strathly account or installs Strathly (“you”) and HEAVENLYTRADE S.R.L. SEMPLIFICATA, Via Roma 114, 81100 Caserta (CE), Italy, VAT IT04635090618 (“Strathly”, “we”, “us”). They cover the app at app.strathly.com, the assistant Ivy, the chat on your storefront, the iOS app and everything else we provide as part of the service (the “Service”).

By creating an account, installing Strathly from Shopify or using the Service, you accept these Terms. The Service is for businesses only: you confirm you use it for your trade or business and not as a consumer, and if you accept for a company, that you are allowed to bind it. Our privacy policy explains how we handle personal data, our refund policy is part of these Terms, and our data processing agreement (the “DPA”) is part of them whenever we process personal data on your behalf.

2. Your account and team

• Give us accurate information and keep it up to date, in particular the email we use for billing and security notices.
• Keep your password safe. You are responsible for what happens in your account, including what your teammates do.
• The person who creates the store is its owner. The owner can invite teammates, choose their role (admin or agent) and hand ownership to an admin. Each plan includes a number of teammates (section 4).
• Accounts are created on the web. The iOS app signs in to an existing account and is part of the Service, on the same Terms; Apple's standard terms for apps also apply to your use of the App Store.
• Tell us right away at support@strathly.com if you think someone got into your account without permission.

3. The free trial

• Each store can try Strathly once, free, for 14 days. Setting up, importing your store and testing Ivy in the Playground are free and need no payment method; the trial starts when you take Ivy live on your store, on the plan you choose at that moment.
• To start it you approve the plan on Shopify's page, which Strathly opens for you, whether you installed Strathly from the Shopify App Store or signed up on our website and then connected your store. Nothing is charged during the trial, and we remind you by email and in the app 3 days before it ends.
• During the trial your store can use its current plan's monthly conversations once, for the whole trial (not once per month). Moving to a bigger plan raises that limit; changing plan never starts a new trial. Extra conversations are not sold during the trial.
• When the 14 days end, the plan you chose starts and Shopify bills it, unless you cancelled before. If you cancel during the trial you pay nothing.
• If the trial ends without a plan that Shopify can bill, Ivy stops answering on your store until you choose a plan.

4. Plans, prices and taxes

Plans differ only by the Ivy conversations included each month and the number of teammates. Every feature is on every plan. Current plans (also on the pricing page):

• Taxes. Prices are in U.S. dollars and exclude VAT and sales tax. Shopify adds the taxes that apply to your business and location to your Shopify bill, under its own rules.
• Plans are billed monthly, in advance, on your Shopify bill.
• Your plan's conversations are counted per monthly cycle and reset at the start of each cycle; what is left does not carry over.
• A conversation is counted once a shopper sends at least one message in the chat and Ivy answers it, whether she resolves it or hands it to your team. Everything a shopper writes within 24 hours of their last message in your store is the same conversation, however many chats they open; a message sent after 24 hours of silence starts a new conversation, counted once Ivy answers it. A very long conversation counts once more every 30 of Ivy's replies. Your team's replies are never counted, and neither are a greeting nobody answered, a conversation that goes straight to your team (the shopper asks for your team before Ivy answers, or Ivy is paused or out of conversations), and your tests in the Playground. Your usage is in Settings › Billing.
• We may change our prices. A new price applies to you from your next billing period after at least 30 days' notice by email, and you can cancel before it applies.

5. Extra conversations and auto top-up

• For more conversations than your plan includes, you can buy extra conversations in Settings › Billing, any whole number from 10, at the price per conversation of your plan at the time you buy ($0.39 on Starter, $0.26 on Growth, $0.20 on Scale), plus any tax. Each purchase is one order.
• Extra conversations are added to your store as soon as you buy them and never expire: they stay with your store across cycles, plan changes and cancelling. They are used only once your plan's conversations for the cycle are used up, oldest purchase first. They are sold once your paid plan has started, not during the free trial, and in your store's first paid month you can buy up to 1,000 in all.
• Each purchase is added to your next Shopify bill. Purchases of extra conversations can be refunded as the refund policy describes.
• We tell owners and admins in the app and by email when the store reaches 80% and 100% of its conversations. There is no automatic overage: when your plan's conversations and your extra conversations are used up, Ivy finishes the conversations she is in, new shoppers see a contact form that sends their message to your team, and nothing is charged until you buy more.
• Auto top-up is off by default. If an owner or admin turns it on, you authorize us to buy the number of extra conversations you chose each time your balance runs out, at the price above, up to the number of times a calendar month you set (at most 10). You can turn it off at any time. If a purchase it makes fails, we turn it off and tell you.

6. How you pay

Every store pays through Shopify, whether you installed Strathly from the Shopify App Store or created your account on our website and then connected your Shopify store. There is no other way to pay.

• Shopify bills our charges through Shopify App Pricing: your plan and any extra conversations appear on your Shopify bill, Shopify collects them with the payment method of your Shopify account, adds the taxes that apply and issues the bill. Shopify's terms apply to the payment; these Terms govern your use of the Service.
• You choose, change and cancel your plan on Shopify's plan page in your Shopify admin, which Settings › Billing opens. Your bills and payment method are in your Shopify admin. We never see your payment details.

Subscriptions renew automatically at the end of each period until cancelled. If Shopify cannot collect a charge, it may freeze or end the subscription; until a plan is active again, Ivy stops answering on your store and we tell you in the app. Your data and settings stay as they are. Amounts you owe stay due.

7. Changing plans, cancelling and refunds

• You can move to another plan at any time from Settings › Billing, which opens Shopify's plan page. Shopify applies the change and its charges under its own billing rules; during the free trial nothing is charged.
• You can cancel at any time on Shopify's plan page, opened from Settings › Billing. Cancelling takes effect at the end of the period you paid for, and your plan runs until then.
• You can also stop by uninstalling the app in Shopify. The Service then ends when you uninstall the app: Shopify ends the subscription and removes our access to your store and the chat from your theme, so Ivy stops answering at once and your plan does not run to the end of the period. Charges, cancellations and refunds for the subscription go through Shopify's billing.
• Refunds follow our refund policy. In short: any charge (the first one after the free trial, a monthly renewal, extra conversations) is refunded in full if you ask within 14 days of it; after that the past period is not refunded, and you can cancel at any time so that your plan runs to the end of the period. We issue refunds through Shopify, so they reach you as a refund or a credit on your Shopify bill, under Shopify's billing rules. A charge made by mistake is always refunded. Rights the law gives you that cannot be excluded are not affected.

8. Acceptable use

You agree not to use the Service, or let anyone use it, to:

• break the law, or help someone else do so, including consumer protection, privacy, AI and marketing law;
• sell or promote illegal goods or services, or mislead shoppers about products, prices or their rights;
• send spam, or collect shoppers' data for purposes they were not told about;
• upload content you have no right to use, or content that is hateful, harassing, violent or sexually exploits anyone;
• make Ivy pretend to be a human, or hide or remove the notice that tells shoppers they are talking with an AI assistant;
• ask Ivy to collect sensitive data (such as health data or payment card numbers) through the chat;
• probe, overload or attack the Service, get around its limits, billing or security, or access other customers' data;
• copy, resell or reverse engineer the Service, or use it to build a competing product.

We may remove content or suspend a store that breaks this section (section 15).

9. Ivy, AI and your store

Ivy writes her answers with AI, from your store's catalog, policies, pages, the knowledge you add and the answers you teach her. AI can be wrong: Ivy may misread a question, miss a detail or state something inaccurately. In particular:

• Your information is your responsibility. Keep your products, prices, stock, policies and knowledge accurate and up to date. Ivy repeats what your store says; she cannot know what it doesn't.
• Your settings are your choice. You decide what Ivy may do, when she hands a conversation to your team, and how she sounds. Test her in the Playground before going live and check her answers in the inbox.
• Order actions. Ivy can change a shipping address, refund, send a replacement or cancel an order on her own only if you switch that action on, within the limits you set, and only for a shopper who proved who they are. Each action waits a few seconds before it runs, so your team can undo it, then it runs in Shopify. By switching an action on, you authorize Ivy to take it on your behalf, and you are responsible for it as if your team had taken it. Every action is recorded in the conversation.
• Ivy's answers are not professional advice (legal, medical, financial or otherwise), and shoppers can ask for a person whenever your handoff settings allow it.

10. Your duties to shoppers

You remain the seller, and the controller of your shoppers' data. In particular you are responsible for:

• your offers, prices, orders, refunds and obligations to shoppers, including under consumer protection law;
• telling shoppers in your store's privacy notice that you use Strathly's chat and AI assistant, what it processes (our privacy policy describes it) and who to contact, and having a legal basis for it;
• asking for consent where your law requires it, for example for the chat's sales-measurement entry listed in our cookie policy;
• keeping shoppers informed that they are talking with an AI system. Under the EU AI Act we are the provider of the chat's AI system and you are its deployer. We designed the chat so it shows a notice under the message box (“Ivy is an AI assistant.”, with the name you give her), in the shopper's language for English, Italian, Spanish, French and German, and in English otherwise. You must not hide, cover or alter that notice, and must not give Ivy a name or instructions that suggest she is a person.

11. Your content and data

Everything you and your shoppers bring to the Service stays yours: your catalog and store data, the knowledge you add, the answers you teach, your settings and the conversations (“Your Content”). You give us a worldwide, non-exclusive license to host, copy, process and display Your Content only as needed to provide, secure and support the Service for you, for as long as you use it.

• We don't use Your Content to train AI models, and what Ivy learns from your store is never used for another store.
• You confirm you have the rights and permissions needed for the content you add and for the data you ask us to process.
• When we process personal data for you, the DPA applies and you are the controller of that data.
• We may use data about how the Service is used, aggregated so it identifies neither you nor anyone else, to run and improve the Service.
• If you send us ideas or feedback, we may use them without owing you anything.

12. Our service and support

We work to keep the Service available and fast, and to fix problems quickly, but we don't promise it will be uninterrupted or free of errors. We may need short maintenance windows, and we try to schedule them when stores are quiet.

We improve the Service all the time, so features may change. If we remove a feature you rely on, or change the Service in a way that is materially worse for you, we will tell you in advance when we can, and you may cancel. Support is by email at support@strathly.com; a person answers within one business day (see the support page).

13. Shopify and other services

Strathly works with your Shopify store and relies on other providers, such as our hosting and AI providers (listed on the subprocessors page). Your use of Shopify, including its billing of our charges, is governed by your agreement with Shopify. We are not responsible for Shopify or other services you connect, for their outages, or for changes they make that limit what Strathly can do, although we will do our best to work around them.

14. Our intellectual property

The Service, its software, design, the name Strathly, the name Ivy and our logos belong to us or our licensors. These Terms give you a non-exclusive, non-transferable right to use the Service while your account is active, and nothing more. The chat shows a small “Powered by Strathly” mark, which you can hide in the widget settings.

15. Suspension and termination

• You can stop at any time: cancel your plan, uninstall the app in Shopify, or delete your account in Settings › Account. When deleting your account deletes your store, the app is uninstalled from your Shopify store, which ends its Shopify subscription at once, as the account deletion page explains.
• We may suspend or close your account if you seriously or repeatedly break these Terms, don't pay, or use the Service in a way that puts shoppers, other customers or the Service at risk. Where we reasonably can, we warn you first and give you time to fix it.
• We may end the Service for everyone with at least 90 days' notice, and refund any amount you paid for the time after it ends.
• When a store ends, its data is deleted as the privacy policy describes: when you uninstall in Shopify, 48 hours later; when you delete your account, right away from our database and within 30 days from our encrypted backups. If you need a copy of your conversations first, ask us before you leave.
• Sections 11 (feedback and aggregated data), 16, 17, 18, 20 and 21 continue after the agreement ends, as do amounts already due.

16. Disclaimers

Except as these Terms expressly say, the Service is provided “as is” and “as available”. To the extent the law allows, we disclaim all other warranties, express or implied, including fitness for a particular purpose, merchantability and non-infringement. We don't guarantee any particular sales result, or that Ivy's answers will always be correct or complete.

17. Limitation of liability

To the extent the law allows:

• neither side is liable for indirect or consequential losses, or for lost profits, revenue, goodwill or data, even if it was told they were possible;
• each side's total liability under these Terms is limited to the amounts you paid for the Service in the 12 months before the event that caused the claim;
• we are not liable for what Ivy or your team does within the settings you chose, including order actions you switched on, or for the accuracy of information your store gave her.

These limits don't apply to your payment obligations, to your duties under section 18, or to liability that cannot be limited by law (such as for fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence).

18. Indemnity

You will defend and hold us harmless against claims by third parties (including your shoppers and authorities) that arise from Your Content, your products and orders, your settings and order actions, your duties under section 10, or your use of the Service in breach of these Terms or the law, and pay the costs and damages finally awarded or agreed in a settlement.

19. Changes to these terms

We may update these Terms. For changes that matter, we tell account owners by email at least 30 days before they take effect. If you don't agree, you can cancel before then; if you keep using the Service after that date, the new Terms apply. The date at the top of the page shows the latest version.

20. Governing law and courts

These Terms, the refund policy and the DPA are governed by the laws of Italy, without regard to conflict-of-law rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Caserta, Italy (Foro di Caserta) have exclusive jurisdiction over any dispute arising from them or from the Service. Before going to court, we both agree to try to settle a dispute in good faith by writing to each other first.

21. General

• These Terms, the refund policy, the DPA and any order you accept in the app are the whole agreement between us about the Service.
• You may not transfer this agreement without our written consent. We may transfer it to a company that takes over our business, and will tell you.
• If a part of these Terms is invalid, the rest still applies. Not enforcing a right is not giving it up.
• Neither side is liable for delays caused by events beyond its reasonable control.
• We send notices by email to the account owner, or in the app. You send notices to support@strathly.com.
• These Terms are written in English. A translation, if any, is for convenience; the English version prevails.

22. Contact

HEAVENLYTRADE S.R.L. SEMPLIFICATA, Via Roma 114, 81100 Caserta (CE), Italy. VAT IT04635090618. Email support@strathly.com. More in the legal notice.

23. Business customers only

The Service is offered only to businesses, for their trade or business, and not to consumers. Between businesses the parties agree, as the law allows, that the information and order rules of articles 12 and 13 of Italian Legislative Decree 70/2003 (on electronic commerce) do not apply to the conclusion of this agreement, and the Italian Consumer Code (Legislative Decree 206/2005), including its right of withdrawal, does not apply to it. If you are a consumer, please don't use the Service.

24. Specific approval of clauses

When you sign up you accept these Terms, the DPA and the refund policy, and, with a separate checkbox, you specifically approve under articles 1341 and 1342 of the Italian Civil Code the following sections: 3 (the free trial), 4 (plans, prices and taxes), 6 (how you pay, automatic renewal), 7 (changing plans, cancelling and refunds), 12 (our service and support), 13 (Shopify and other services), 15 (suspension and termination), 16 (disclaimers), 17 (limitation of liability), 18 (indemnity), 19 (changes to these terms), 20 (governing law and exclusive jurisdiction of the courts of Caserta) and 21 (general).