Terms and Conditions

1. About these terms

These Terms and Conditions (“Terms”) govern your access to and use of the software applications, websites and related services provided by Megatronic Ltd, a company registered in England and Wales under company number 17202380 (“Megatronic”, “we”, “us” or “our”).

By installing, accessing or using any of our apps, or by using this website, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you confirm that you have authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, you must not install or use the apps.

Our apps are intended for use by businesses operating stores on the Shopify platform. They are not intended for consumers acting outside the course of a business, and certain consumer protections may therefore not apply to your use of the apps.

2. Definitions

In these Terms, the following words have the following meanings:

• ›"Apps" means our software applications made available for installation on the Shopify platform, currently Batch Dispatch and Image Optimizer Pro, together with any updates, and any further apps we may release.
• ›"Merchant", "you" or "your" means the business that installs or uses the Apps.
• ›"Shopify" means Shopify Inc. and its group companies, which operate the e-commerce platform and app marketplace through which the Apps are distributed and billed.
• ›"Store" means the Shopify store on which an App is installed.
• ›"Store Data" means the data we access or process on your behalf through the Apps, including product, order, image, customer and store configuration data.
• ›"Subscription" means a recurring paid plan for an App.
• ›"Website" means www.mega-tronic.com and any related pages we operate.

3. The apps

We currently offer the following Apps. Feature descriptions are provided for general guidance and may change as we develop the Apps.

The availability of any App, and of specific features within it, may vary by territory, by your Shopify plan, and over time. We do not warrant that any particular feature will be suitable for your specific requirements, and it is your responsibility to satisfy yourself that an App meets your needs before relying on it.

4. Eligibility and accounts

To use the Apps you must have an active Shopify store and a Shopify account in good standing, and you must comply with Shopify’s own terms of service and policies. Your relationship with Shopify is governed by your agreement with Shopify, and nothing in these Terms varies that agreement.

You are responsible for maintaining the confidentiality and security of your Shopify account credentials and for all activity that takes place through your Store in connection with the Apps. You must notify us promptly if you become aware of any unauthorised use.

You confirm that the information you provide to us, or through Shopify in connection with the Apps, is accurate and kept up to date.

5. Licence to use

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Apps on your Store for your internal business purposes for the duration of your Subscription or use.

This licence does not transfer any ownership rights in the Apps to you. All rights not expressly granted are reserved by us.

6. Fees, billing and payment

The fees for each App are displayed on our Website and within the Shopify app listing at the time of installation or subscription. Fees may be charged as recurring Subscription fees, usage-based charges, or one-off charges, depending on the App and the plan you select.

All payments are processed by Shopify through the Shopify Billing system. We do not collect or store your card or payment details. Charges for the Apps are added to, and collected through, your Shopify account, and are subject to Shopify’s billing terms. You authorise Shopify to charge the applicable fees to your Shopify account in accordance with the plan you select.

Unless stated otherwise, fees are exclusive of value added tax (VAT) and any other applicable taxes, which will be added where required. You are responsible for any taxes arising from your use of the Apps, other than taxes on our income.

We may change our fees from time to time. Where you are on a recurring Subscription, we will give you reasonable advance notice of any price change, and Shopify will typically require you to approve any increased charge before it takes effect. If you do not approve a revised charge, your access to the relevant paid features may end.

If a payment is declined or reversed, or if Shopify suspends billing on your account, we may suspend or withdraw your access to the affected App until the amounts due are paid.

7. Cancellation and refunds

You may cancel at any time by uninstalling the relevant App from your Shopify admin. Uninstalling an App cancels the associated Subscription and stops future recurring charges for that App.

Except where required by applicable law, all fees are non-refundable. This means that fees already charged, including for the current billing period, are not refunded when you cancel, downgrade or stop using an App, and partial billing periods are not refunded on a pro-rata basis. Cancellation takes effect for future billing periods only.

Nothing in this section limits any right to a refund that you may have under mandatory laws that apply to you and cannot lawfully be excluded.

8. Acceptable use

You agree that you will not, and will not permit any third party to:

• ›use the Apps for any unlawful, fraudulent or deceptive purpose, or in breach of any applicable law or regulation;
• ›copy, modify, adapt, translate, reverse engineer, decompile or disassemble any part of the Apps, or attempt to derive their source code, except to the extent this restriction is prohibited by applicable law;
• ›resell, rent, lease, sublicense, distribute or otherwise make the Apps available to any third party, or use them to provide a service bureau or similar service;
• ›circumvent, disable or interfere with security-related or billing-related features of the Apps or of Shopify;
• ›introduce any virus, malware or other harmful code, or use the Apps in a way that could damage, disable, overburden or impair our systems or those of Shopify;
• ›use the Apps to store or transmit material that is unlawful, infringing, defamatory or otherwise objectionable; or
• ›use any automated means to access the Apps in a manner that sends more requests than a human could reasonably produce, other than through features we provide for that purpose.

We may investigate any suspected breach of this section and may suspend or terminate your access where we reasonably believe a breach has occurred.

9. Intellectual property

The Apps, the Website, and all associated software, code, designs, text, graphics, trade marks, logos and other content, together with all intellectual property rights in them, are owned by us or our licensors. Except for the limited licence granted in these Terms, nothing gives you any right in our intellectual property.

You retain all rights in your Store Data. You grant us a non-exclusive, worldwide licence to access, host, process and use your Store Data solely to the extent necessary to provide, maintain and improve the Apps and to comply with our legal obligations.

If you send us feedback or suggestions about the Apps, you agree that we may use them without restriction and without any obligation to you.

10. Data protection and privacy

We process personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and other applicable data protection laws. Where we process personal data contained in your Store Data on your behalf, we do so as a processor acting on your instructions, and you act as the controller of that data.

Each party will comply with its respective obligations under applicable data protection laws. We will apply appropriate technical and organisational measures to protect Store Data against unauthorised or unlawful processing and against accidental loss, and we will only use sub-processors that are subject to comparable obligations.

Our separate Privacy Policy, available on our Website, explains in more detail what personal data we collect, how we use it, the legal bases we rely on, and the rights available to individuals. By using the Apps you acknowledge that privacy notice.

11. Reliance on Shopify and third parties

The Apps operate on and depend on the Shopify platform and may also rely on other third-party services. We are not responsible for the availability, performance, security or acts or omissions of Shopify or any other third party, and we do not control the terms on which those services are provided.

If Shopify changes, restricts or withdraws its platform, its application programming interfaces, or the features on which an App depends, this may affect or prevent the operation of that App. We will use reasonable efforts to adapt, but we are not liable for any interruption or loss of functionality that results from a change made by Shopify or another third party.

12. Availability and support

We aim to keep the Apps available and working as described, but we do not guarantee that they will be uninterrupted, error free, or available at any particular time. Access may be affected by maintenance, updates, technical issues, or matters outside our control.

We provide support by email. We strive to respond to support enquiries within 24 hours; this target applies on business days only, meaning Monday to Friday excluding public holidays in England and Wales. Enquiries received outside business days will be treated as received on the next business day.

Support covers help with the correct operation of the Apps. It does not include bespoke development, general Shopify configuration unrelated to our Apps, or issues caused by third-party software or by changes you make to your Store.

13. Warranties and disclaimers

The Apps are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we exclude all warranties, conditions and representations of any kind, whether express or implied, including any implied warranties or conditions of satisfactory quality, fitness for a particular purpose, and non-infringement.

We do not warrant that the Apps will meet your requirements, that any defects will be corrected, or that the results obtained from using the Apps will be accurate or reliable. You are responsible for maintaining your own backups of your Store Data.

14. Limitation of liability

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

Subject to the paragraph above, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• ›loss of profits, sales, business or revenue;
• ›loss of or damage to data, or cost of recovering data;
• ›loss of anticipated savings;
• ›loss of business opportunity, goodwill or reputation; or
• ›any indirect or consequential loss.

Subject to the first paragraph of this section, our total aggregate liability arising out of or in connection with these Terms and your use of the Apps, whether in contract, tort or otherwise, will not exceed the total fees actually paid by you for the App giving rise to the claim during the 12 months immediately before the event giving rise to the liability.

These limitations reflect the allocation of risk between us and are a condition of us making the Apps available at the stated prices.

15. Indemnity

You agree to indemnify and hold us harmless against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Apps, your Store Data, or your violation of any applicable law or the rights of any third party.

16. Term, suspension and termination

These Terms apply from the moment you first install or use an App and continue until all Apps are uninstalled and any Subscriptions have ended.

We may suspend or terminate your access to any or all of the Apps, in whole or in part, with immediate effect where you materially breach these Terms, where required by law, where directed by Shopify, or where continued provision would expose us or others to security, legal or reputational risk. Where practical and lawful, we will give you notice.

On termination, your licence to use the affected Apps ends and you must stop using them. Sections that by their nature should survive termination, including those on intellectual property, data protection, disclaimers, limitation of liability, indemnity, and governing law, will continue to apply.

17. Changes to the apps and terms

We may update, modify, add to or remove features of the Apps at any time to improve them, to reflect changes in the Shopify platform, or for legal or security reasons.

We may also update these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top of this page and, where appropriate, provide additional notice. Your continued use of the Apps after changes take effect constitutes acceptance of the revised Terms. If you do not agree to a change, your remedy is to stop using and uninstall the Apps.

18. Events beyond our control

We will not be liable for any failure or delay in performing our obligations where that failure or delay results from events beyond our reasonable control, including failures of the Shopify platform, internet or hosting providers, power or telecommunications failures, cyber attacks, acts of government, or other force majeure events.

19. General

Entire agreement

These Terms, together with any documents they refer to, form the entire agreement between you and us regarding the Apps and supersede any prior arrangements on the same subject.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to another entity, for example as part of a reorganisation or sale of our business, provided this does not reduce your rights.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

No waiver

If we do not enforce a right under these Terms, that is not a waiver of that right, and we may still enforce it later.

Notices

We may give notices to you through the Apps, through Shopify, or by email to the address associated with your account. You may contact us using the details in the “Contact us” section.

Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

20. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of England and Wales. You and we agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim, although we retain the right to bring proceedings to protect our intellectual property in any competent jurisdiction.

21. Contact us

If you have any questions about these Terms or the Apps, please contact us:

We strive to respond to enquiries within 24 hours on business days (Monday to Friday, excluding public holidays in England and Wales).