Terms of Service

1. Acceptance

These Terms of Service form a binding agreement between [Registered legal entity name] ("MiMi", "we", "us") and the person or business that installs or uses any MiMi application ("you", "Merchant").

By installing, accessing or using an App, you accept these Terms. If you do not accept them, do not install the App, and uninstall it if you already have. If you are agreeing on behalf of a company, you confirm that you have the authority to bind that company.

These Terms apply alongside our Privacy Policy, Cookie Policy and Refund Policy, each of which is incorporated by reference.

2. Definitions

• "App" means any application published by MiMi on the Shopify App Store, including Stocktake & Inventory Count, Sell by Weight & More for POS, and MiMi Product Rentals, together with any updates to them.
• "Store" means the Shopify store on which you install an App.
• "Store Data" means the data belonging to or generated by your Store that an App accesses or creates, including products, inventory, locations, orders, counts and bookings.
• "Shopify" means Shopify Inc. and its affiliates, which operate the platform and the App Store through which the Apps are distributed.
• "Documentation" means the App Store listing, in-app help and any guides we publish describing how an App works.

3. Eligibility

To use an App you must have an active Shopify store, be at least 18 years old or the age of majority where you live, and be legally capable of entering into a binding contract. You must not be barred from using the service under the laws of your jurisdiction, and you must not be located in a country subject to a comprehensive trade embargo that would make providing the App unlawful.

4. Licence to use the Apps

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Apps on the Shopify stores you own or lawfully control, for your own internal business purposes, for as long as the App remains installed and you comply with these Terms.

This is a licence to use, not a sale. All rights not expressly granted are reserved to us.

5. Acceptable use

You must not, and must not permit anyone else to:

• Copy, modify, translate, adapt or create derivative works from an App, except as permitted by law that cannot be excluded by contract.
• Reverse engineer, decompile or disassemble an App, or attempt to derive its source code or underlying structure.
• Resell, sublicense, rent, lease, distribute or otherwise make an App available to a third party as a service.
• Remove, obscure or alter any proprietary notice, branding or attribution.
• Use an App to store or transmit unlawful, infringing, defamatory or malicious material, or to send unsolicited commercial messages.
• Interfere with or disrupt the integrity or performance of an App, or attempt to gain unauthorised access to it, to our systems, or to another merchant's data.
• Probe, scan or test the vulnerability of our systems without our prior written permission, or circumvent any security or rate-limiting measure.
• Use automated means to access an App at a volume or frequency that places an unreasonable load on our infrastructure or breaches Shopify's API terms.
• Use an App in breach of Shopify's terms, applicable export controls, sanctions, or any other applicable law.

6. Your responsibilities

You are responsible for:

• Your Shopify account, your staff accounts and POS users, and all activity carried out through them.
• Configuring the App correctly for your business, including pricing rules, unit conversions, count scopes, rental buffers and any other setting that affects commercial outcomes.
• Reviewing inventory changes before approving them. Our Apps present discrepancy reports for approval precisely so that a human decides. Once you approve a change, it is written to your Shopify inventory.
• Maintaining your own records and backups. We are not a system of record for your accounts, and you should not rely on an App as your only copy of commercial data.
• Complying with the laws that apply to your business, including consumer protection, weights and measures, trade descriptions, rental and deposit rules, and tax.

7. Your data

As between you and us, you own your Store Data. You grant us a limited licence to host, process and transmit it solely to provide and support the App, to secure it, and to comply with law.

Where we process personal data on your behalf, we do so as your processor under the terms of our Privacy Policy. You are the controller of that data, and you confirm you have the necessary lawful basis and notices in place for it.

We may use aggregated and de-identified information about how the Apps are used to operate, secure and improve our services. Such information never identifies you, your Store or your customers.

8. Fees and billing

Our Apps are currently offered free to install. Where a charge applies to your Store, the following terms govern it:

1. Shopify handles billing. All charges are processed through the Shopify Billing API and appear on your Shopify invoice. We never receive or store your payment card details.
2. You approve charges. Shopify presents any recurring or usage charge for your explicit approval before it takes effect. No charge can be applied to your Store without that approval.
3. Billing cycle. Recurring charges are billed by Shopify on your store's 30-day billing cycle and are generally charged in advance.
4. Taxes. Fees are exclusive of taxes unless stated otherwise. You are responsible for any applicable sales, use, VAT, GST or similar taxes, other than taxes on our income.
5. Price changes. If we introduce or change pricing, we will give you reasonable advance notice. Shopify will require your approval of the new charge before it applies, and you may uninstall instead.
6. Refunds. Refund handling is described in our Refund Policy.

9. Changes to the Apps

We develop the Apps continuously. We may add, alter or remove features, and we may change how a feature works, in order to improve the product, respond to Shopify platform changes, or meet legal requirements.

We will give reasonable notice before removing a feature that you materially rely on, where it is practical to do so. If a change materially reduces the App's functionality for you and you do not accept it, your remedy is to uninstall the App.

10. Shopify and third parties

The Apps depend on Shopify's platform and APIs. Your use of Shopify is governed by your agreement with Shopify, not with us. We are an independent developer: MiMi is not affiliated with, endorsed by, or sponsored by Shopify Inc.

We are not responsible for outages, changes, deprecations, rate limits or data handling on Shopify's side, or on the side of any other third-party service you connect. If Shopify changes or withdraws an API that an App depends on, the affected functionality may change or cease.

11. Intellectual property

The Apps, this website, our source code, designs, interfaces, documentation, trade marks and the MiMi name are owned by us or our licensors and are protected by intellectual property law. Nothing in these Terms transfers any of those rights to you.

Shopify, Shopify POS and related marks are trade marks of Shopify Inc., used here only to describe compatibility.

12. Feedback

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We are grateful for it, and we may act on it without owing you compensation or attribution.

13. Availability and support

We aim to keep the Apps available and working, but we do not commit to a specific uptime percentage unless we have signed a separate written service level agreement with you. Availability may be affected by maintenance, Shopify platform incidents, or events outside our control.

Support is provided by email at mimiapps11@gmail.com. We aim to respond within one business day. Details of what to include, and our working expectations, are on the Support page.

14. Disclaimer of warranties

To the fullest extent permitted by law, the Apps are provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy or non-infringement.

We do not warrant that the Apps will be uninterrupted, error-free or secure, that defects will be corrected, or that the Apps will meet your requirements or produce particular commercial results. Inventory figures, calculated prices and availability produced by an App depend on the data and settings you supply, and you are responsible for checking them.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you. Nothing here limits any non-excludable statutory right you have as a consumer.

15. Limitation of liability

To the fullest extent permitted by law:

1. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.
2. Our total aggregate liability arising out of or relating to these Terms or the Apps is limited to the greater of (a) the total fees you actually paid us for the affected App in the twelve months before the event giving rise to the claim, or (b) USD 100.
3. Because the Apps are currently free to install, you acknowledge that in most cases this cap will be USD 100.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

16. Indemnity

You agree to indemnify and hold harmless MiMi and its officers, employees and contractors from any claim, demand, loss, liability, cost or expense (including reasonable legal fees) arising out of or connected with your breach of these Terms, your misuse of an App, your Store Data, or your violation of any law or third-party right. We will notify you of any such claim and give you reasonable cooperation in defending it.

17. Term and termination

These Terms begin when you install an App and continue until terminated.

• By you — uninstall the App from your Shopify admin at any time, for any reason. That terminates the licence immediately.
• By us — we may terminate on reasonable notice, or immediately if you materially breach these Terms, if your use creates legal or security risk, or if we discontinue an App.

On termination, your licence ends and access stops. Store Data is deleted in line with the schedule in our Privacy Policy. Any charge already incurred remains payable. Sections that by their nature should survive termination — including sections 7, 11, 12, 14, 15, 16, 19 and 21 — survive it.

18. Suspension

We may suspend access to an App, in whole or in part, where we reasonably believe it is necessary to protect the security or integrity of our systems or another merchant's data, to prevent unlawful activity, or to comply with a legal obligation. Where practical we will tell you first, and we will restore access as soon as the cause is resolved.

19. Governing law and disputes

These Terms are governed by the laws of [Country / State], without regard to its conflict of law rules. The courts of [City, Country / State] have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to that jurisdiction.

Before starting formal proceedings, we ask that you contact us at mimiapps11@gmail.com so that we can try to resolve the matter directly. Most disputes are a misunderstanding that a conversation fixes.

If you are a consumer resident in the EEA or UK, nothing in this section deprives you of the protection of mandatory provisions of the law of your country of residence.

20. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, epidemics, government action, failures of the internet, hosting providers or the Shopify platform, or widespread power or telecommunications outages.

21. General

• Entire agreement. These Terms, together with the policies they incorporate, are the whole agreement between us on this subject and replace any prior understanding.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary, and the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• No partnership. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Notices. We may give notice by email to the address on your Shopify account or by posting in the App. You give notice to us at mimiapps11@gmail.com.
• Changes to these Terms. We may update these Terms. Material changes will be notified by email or in-app at least 14 days before they take effect, and continued use afterwards means acceptance. The current version is always at this URL.
• Language. These Terms are drafted in English. Any translation is provided for convenience, and the English version prevails.

22. Contact

Questions about these Terms:

• Email: mimiapps11@gmail.com
• Postal: [Registered legal entity name], [Registered business address, city, postal code, country]