These Terms of Service ("Terms") govern the use of ShopAssist, provided by COEC (COEC, CVR To be published, Denmark, "COEC", "we"). By creating an account, installing ShopAssist from a marketplace or using the service, the business you represent ("Customer", "you") accepts these Terms.
1. Who may use ShopAssist
ShopAssist is offered to businesses only. You confirm that you act for a business and not as a consumer, and that you may bind that business. You keep your account credentials safe and are responsible for actions taken with them.
2. The service
ShopAssist is an AI shopping assistant that answers your shoppers in a chat widget on your store, using your catalog, stock, policies and orders, and hands conversations to your team. The features of each plan are described on the pricing page and in the plan catalog.
3. Plans, conversations and fair use
3.1 Plans are Free, Starter, Growth, Scale and Enterprise. The Free plan requires your own AI key and has a hard cap on conversations per month, stated on the pricing page.
3.2 A billable conversation starts when the assistant first replies to a shopper. It stays one conversation while the shopper returns within the idle period, and long conversations count one more for each block of AI replies, as defined on the pricing page and in the docs. With managed AI, premium models count several times, as stated in the plan catalog. Resolutions are never billed.
3.3 Trials are offered as described on the pricing page, with a conversation cap and one trial per store domain.
3.4 Overage on paid plans is billed per conversation within the overage budget you set. We may limit use that harms the service or other customers.
4. Billing
4.1 If you sign up on our website, we bill through Stripe. If you install from the Shopify App Store, Shopify bills you through its app billing and Shopify's terms also apply.
4.2 Prices exclude VAT. Reverse charge applies where the law requires it. The base fee is billed in advance for each billing period and overage in arrears.
4.3 If a payment fails, we notify you and retry. After a grace period we may pause the service until the invoice is paid.
4.4 Fees are not refunded, except where these Terms or mandatory law say otherwise.
5. Your own AI key (BYOK)
5.1 When you connect your own AI provider key, you contract with that provider, pay it and follow its terms. Free-tier keys that the provider may use to train its models, such as free-tier Gemini keys, are not accepted.
5.2 We store your key encrypted and use it only to run your assistant.
5.3 The provider is your processor, not ours. Outages of your provider are excluded from the SLA.
6. Managed AI
With managed AI, we select the providers and fallbacks from our published sub-processors, and process conversations in the EU only.
7. Your responsibilities
You are responsible for:
- having a lawful basis for the processing of your shoppers' data and informing them, for example with our shopper privacy notice template;
- configuring your consent management so the widget follows your shoppers' choices;
- the accuracy of your catalog, prices, stock data and policies;
- supervising the assistant's configuration, including persona, instructions and guardrails;
- not removing, obscuring or contradicting the AI disclosure of the widget;
- complying with consumer law in your store, including the withdrawal function, price indications and marketing consent;
- your own accessibility obligations for your store;
- verifying the identity of a shopper before disclosing or changing account or order data in a handoff marked as unverified.
8. AI output
The assistant's replies are generated by AI and may be inaccurate. Prices, stock and order details shown in structured cards come from your store's data. Actions on orders only run after the shopper confirms them. ShopAssist does not give professional advice.
9. Acceptable use
The Acceptable Use Policy is part of these Terms.
10. Data protection
The Data Processing Agreement is part of these Terms. COEC is controller for your account and billing data, as described in the privacy policy.
11. Switching and data export
You can export your data at any time. If you give notice to switch to another provider, we support you during a notice period of up to 2 months and a transition period of up to 30 days, followed by a 30-day retrieval window, after which your data is erased. We charge no switching fees.
12. Intellectual property
Your data, catalog and content remain yours. We keep all rights in the platform. You grant us a licence to use your data only to provide the service. If you send us feedback, we may use it freely. We do not train AI models on your data.
13. Confidentiality
Each party keeps the other's confidential information confidential and uses it only for the purpose of these Terms.
14. Service level
For paid plans, the Service Level Agreement applies.
15. Warranties
We provide the service with reasonable skill and care. Except as stated in these Terms, the service is provided as is.
16. Liability
16.1 Each party's total liability under these Terms in any 12-month period is limited to the fees paid by you in the 12 months before the event. For the Free plan, the limit is a fixed nominal amount stated in the order or, if none is stated, the equivalent of EUR 100.
16.2 Neither party is liable for indirect or consequential loss, lost profit or lost data, except where Danish law does not allow the limitation, such as for gross negligence or intent.
17. Indemnities
You indemnify us against claims arising from your content, your configuration or your unlawful use of the service. We indemnify you against claims that the platform, as we provide it, infringes a third party's intellectual property rights.
18. Suspension
We may suspend the service, in whole or in part, to protect its security, for non-payment after notice, or for a breach of the Acceptable Use Policy.
19. Term and termination
You can cancel at any time in the dashboard or the Customer Portal; cancellation takes effect at the end of the billing period. Either party may terminate for material breach that is not remedied within 30 days. On termination you can export your data during the retrieval window, after which it is deleted as described in the DPA.
20. Changes to these Terms
We announce material changes at least 30 days in advance by email. If you continue to use the service after the change takes effect, you accept the new Terms. Changes to the DPA that reduce protection always require your explicit acceptance.
21. Force majeure
Neither party is liable for delays caused by events beyond its reasonable control, including outages of AI providers and e-commerce platforms.
22. Order of precedence
For their subject matter, the DPA prevails over the SLA, and the SLA prevails over these Terms.
23. Law and venue
These Terms are governed by Danish law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply. Disputes are settled by the courts of Copenhagen (Københavns Byret) as the court of first instance.
Contact
COEC · support@coec.dk