Terms of Service

Please note: This is a courtesy translation. Only the German version of these Terms of Service is legally binding. In case of any discrepancies, the German version prevails.

1. Scope and Contracting Party

These Terms of Service (the “Terms”) govern the use of the software-as-a-service application “PricePirate” and its associated interfaces (together, the “Service”) between the provider and the customer.

The provider and contracting party is:

UCX Media - Sergei Gaponik
c/o Online-Impressum.de #6171
Europaring 90
53757 Sankt Augustin
Germany
E-Mail: info@gaponik.com

The Service is directed exclusively at businesses (entrepreneurs) within the meaning of § 14 of the German Civil Code (BGB) who use the Service in the course of their commercial or independent professional activity. It is not directed at consumers within the meaning of § 13 BGB. By using the Service, the customer confirms that it is a business.

These Terms apply exclusively. Conflicting, deviating, or supplementary terms of the customer do not become part of the contract unless the provider expressly agrees to their validity in text form.

2. Description of the Service

PricePirate is a tool for automated price adjustment (repricing) and for monitoring competitor prices. The Service monitors prices on connected comparison and marketplace channels (e.g. Idealo, Google Shopping, Allegro, Klarna, PriceRunner, and others) and automatically adjusts the customer’s prices based on the strategies and limits defined by the customer.

Depending on the plan booked, the scope of services may include, among other things: price monitoring, automated repricing, margin and minimum-price rules, product and competitor reports, CSV import/export, and the interfaces described in Section 8.

The specific scope of services results from the plan booked and its description in the Shopify App Store or on the provider’s website at the time of booking. The provider is entitled to further develop, adjust, and change individual features of the Service, provided that the contractually typical benefit for the customer is preserved.

3. Conclusion of Contract and Relationship with Shopify

The contract between the provider and the customer is concluded upon installation of the app via the Shopify App Store or upon booking a paid plan. By installing and using the Service, the customer accepts these Terms.

Use of the Service requires an active Shopify store and a working connection to the Shopify platform. Shopify’s respective terms apply in addition. To the extent that Shopify blocks, restricts, or terminates the customer’s store or the app, the provider’s corresponding obligations end accordingly, without this constituting a defect of the Service.

Individual or enterprise arrangements (“Custom” plans) may be agreed in a separate written or text-form agreement; such agreement prevails over these Terms to the extent of the provisions made therein.

4. Prices, Payment, and Billing

The applicable prices and plan features result from the plan overview in the Shopify App Store or on the provider’s website at the time of booking. Unless otherwise stated, prices are in US dollars (USD) and are net prices plus any applicable statutory taxes.

Plans are billed through Shopify’s billing system. The customer authorizes Shopify to collect the applicable fees on behalf of the provider. Refunds, chargebacks, and payment processing are governed by Shopify’s procedures and terms.

The Price Data API is provided and billed through the RapidAPI marketplace. Its use is additionally subject to RapidAPI’s terms; billing and payment processing for it take place via RapidAPI and not via Shopify.

Additional services (e.g. extra daily credits) may be booked for a fee depending on the plan. Where a free trial period is offered (currently 14 days), it automatically converts into a paid plan after expiry unless the customer cancels beforehand.

No refund is granted for fees already paid for current or not fully used billing periods; any refunds are at the discretion of Shopify or RapidAPI and follow their procedures.

5. Responsibility for Pricing Decisions; No Guarantee of Results

The customer defines its pricing strategy and the associated limits (in particular minimum prices and minimum margins) on its own responsibility. The Service merely executes the rules configured by the customer. The customer alone is responsible for the resulting selling prices and for all economic and legal consequences arising from them.

The provider does not owe any particular result. In particular, the provider gives no guarantee of achieving a specific Buy Box position, a specific rank, a specific volume of sales or turnover, or a specific profit or margin.

The competitor and market price data provided by the Service is collected from third-party sources and provided “as-is”. It may be incomplete, delayed, or inaccurate. The customer may not treat it as guaranteed to be correct and makes its decisions on its own responsibility.

The customer remains obliged to monitor automated price changes appropriately. For this purpose, a monitoring-only mode is available, among other things, in which suggested prices can be reviewed manually before they are applied. Any recommendations or personalized advice on dynamic pricing provided by the provider are non-binding and do not constitute legal, tax, or business advice.

The minimum-price or margin limits set by the customer are taken into account by the Service on a best-efforts basis; the provider does not warrant that a limit will be observed under all circumstances.

6. Rights of Use and Intellectual Property

For the duration of the contract, the provider grants the customer a non-exclusive, non-transferable, and non-sublicensable right to use the Service within the scope of these Terms for its own business purposes.

All rights in the Service, in particular in the software, the interfaces, the models, the user interface, the matching and repricing logic, and the aggregated market data, remain with the provider or its licensors.

The data provided by the customer (e.g. product lists, GTIN/EAN, unit costs, minimum prices, strategy configurations) remains the customer’s. The provider is entitled to process this data exclusively to provide the Service and in accordance with the Privacy Policy or a data processing agreement.

The provider is entitled to use anonymized and aggregated data (e.g. market price trends, matching statistics) that does not allow conclusions to be drawn about the customer in order to operate and improve the Service. If the customer submits suggestions or feedback, the provider may use it free of charge and without restriction.

7. Customer Obligations and Acceptable Use

The customer is responsible for the accuracy of the data it provides, in particular for the correct specification of GTIN/EAN, unit costs, and price limits.

The customer undertakes to:

• define its pricing strategy independently and on its own. The Service must not be used to coordinate, align, or fix prices with competitors or to implement any other anti-competitive agreement. A customer’s configuration is assigned to that customer alone and is not made accessible to competitors;
• ensure that its pricing and its use of the data comply with applicable law, in particular competition and antitrust law, price-transparency rules, and the terms of the connected platforms and marketplaces (e.g. Idealo, Google, Shopify);
• not reverse engineer the Service, not overload it beyond the permitted extent or scrape it in an automated manner, keep credentials and API keys confidential and not pass them on to third parties, and not circumvent credit or usage limits;
• not use the Service to develop a competing product;
• use raw price data obtained via the Price Data API exclusively for its own internal purposes and not resell it or pass it on to third parties.

8. Interfaces (APIs)

Depending on the plan, the Service may include two interfaces:

• the Admin API for managing the account (products, pricing strategies, limits, settings), which is provided within the Service and billed via Shopify;
• the Price Data API for programmatically retrieving competitor and market price data, which is provided and billed exclusively via RapidAPI.

The provisions of these Terms apply to the use of the interfaces, in particular Section 5 (data “as-is”, no warranty of availability or accuracy) and Section 7 (acceptable use). Use of the Price Data API — even without installing the Shopify app — constitutes acceptance of these Terms. The provider is entitled to restrict, throttle, or block use of the interfaces in the event of abuse or breach of these Terms.

9. Availability

The Service is provided with reasonable care on a commercially reasonable-efforts basis. A specific availability (service level / uptime) is not warranted and is not owed.

The provider is entitled to carry out maintenance and to change, temporarily suspend, or discontinue features, with notice where reasonable. Downtime, maintenance windows, and disruptions of dependent services (in particular Shopify, RapidAPI, marketplaces, hosting providers, and third-party data sources) do not give rise to liability or a claim for a refund. During an outage, automated repricing is merely paused; the customer’s monitoring obligation under Section 5 remains unaffected. No warranty is given that the Service will function error-free or without interruption.

10. Liability

The provider is liable without limitation:

• for intent and gross negligence,
• for injury to life, body, or health,
• for fraudulently concealed defects, and
• under the German Product Liability Act (Produkthaftungsgesetz).

In the case of simple negligence, the provider is liable only for the breach of an essential contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In such case, liability is limited to the foreseeable, contractually typical damage and, in amount, to the fees paid by the customer to the provider in the twelve months preceding the event giving rise to the damage.

Otherwise, liability is excluded. In particular, liability is excluded for indirect damages, consequential damages, and lost profits, as well as — to the extent legally permissible — for damages arising from automated price changes, from the customer’s pricing decisions, from lost sales or margins, or from inaccurate competitor data.

The above limitations of liability also apply in favor of the provider’s vicarious agents and legal representatives.

11. Term, Termination, and Suspension

The contract runs as a monthly or annual subscription corresponding to the billing cycle chosen by the customer and renews automatically for the respective chosen period unless terminated.

The customer may terminate at any time with effect from the end of the current billing period by uninstalling the app via Shopify or cancelling the subscription in Shopify; for the Price Data API, termination is carried out via RapidAPI. A trial period that has already started can be ended at any time before it converts into a paid plan.

The provider is entitled to suspend access to the Service or to terminate the contract for good cause, in particular in the event of a material breach of contract (above all a breach of Section 7), payment default, or abuse — with immediate effect in the case of serious breaches, otherwise after reasonable notice. Suspension or termination is also permissible to the extent that Shopify or RapidAPI requires it or terminates the underlying relationship.

Upon termination of the contract, the right of use ends. After the app is uninstalled, all associated data is automatically deleted and is irretrievably lost, unless statutory retention obligations exist. The customer is itself responsible for backing up any required data beforehand via the export function (CSV). There is no separate transition period after uninstallation.

12. Data Protection

The provider processes personal data in accordance with the applicable Privacy Policy. To the extent that the provider processes personal data on behalf of the customer, a data processing agreement pursuant to Art. 28 GDPR applies in addition.

13. Changes to These Terms

The provider is entitled to amend these Terms for valid reasons, in particular in the event of changes to the legal situation, case law, technical framework conditions, the scope of services, or the terms of Shopify or RapidAPI, as well as for security reasons.

Changes will be announced to the customer with reasonable advance notice of at least 30 days before they take effect, in text form (e.g. by email) and/or via a notice within the Service. The changes are deemed accepted unless the customer objects or terminates before they take effect. If the customer continues to use the Service after the changes take effect, this constitutes consent. The provider will specifically point out the significance of silence or of continued use in the announcement.

Changes to fees apply from the next billing period. The customer may reject a change in fees by terminating before it takes effect.

14. Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is — to the extent legally permissible — the provider’s place of business; the competent courts are those in Bonn (for Sankt Augustin).

The German version of these Terms is authoritative and legally binding. Any English version is a non-binding translation; in the event of discrepancies, the German version prevails.

Should any provision of these Terms be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected.

Amendments and side agreements to this contract require at least text form (email is sufficient). This also applies to the waiver of this text-form requirement.