Terms of Service

2.1 License

Subject to payment of applicable fees and compliance with this Agreement, the Supplier grants the Merchant a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term, solely for the Merchant's internal business operations.

2.2 Tenant Isolation

The Merchant's access to the Platform is strictly bounded by its provisioned Sovereign Key. Any attempt to:

• Circumvent multi-tenant data isolation boundaries;
• Access, probe, or extract data belonging to another tenant;
• Reverse-engineer API endpoints, prompt architectures, or AI model weights;

constitutes a non-curable material breach of this Agreement, entitling the Supplier to terminate immediately and seek injunctive relief without further notice.

2.3 Authorised Users

The Merchant is solely responsible for all activity conducted under its credentials, including activity by its staff, agents, and any third parties (such as marketing agencies) granted access to the Zone 4/5 dashboards.

3.1 Availability Target

The Supplier targets 99.5% monthly uptime for the core ingress and routing layer (Zone 2 Refinery Gateway), measured on a rolling 30-day calendar basis, excluding Scheduled Maintenance, Force Majeure, and third-party platform outages.

3.2 Exclusions

Availability measurements exclude downtime caused by:

• Scheduled maintenance (with prior notice where practicable);
• Emergency security patches;
• Failures of Meta Platforms APIs or Shopify APIs;
• Acts of Force Majeure (see Clause 13);
• Merchant network, browser, or device failures;
• The Merchant's failure to maintain accounts in good standing with Meta or Shopify.

3.3 Service Credits (Sole and Exclusive Remedy)

Service Credits are applied against the Merchant's next invoice and are the Merchant's sole and exclusive remedy for availability failures, except where the Platform falls below 95% availability for three (3) consecutive calendar months, in which case either party may terminate on 30 days' written notice.

4.1 Term

This Agreement commences on the date the Merchant accepts these Terms and continues for successive monthly (or annual, if selected) billing cycles ("Subscription Term"), automatically renewing unless cancelled in accordance with Clause 4.3.

4.2 Auto-Renewal

Subscriptions renew automatically at the end of each Subscription Term unless the Merchant cancels at least 30 days prior to renewal (or uninstalls the app via the Shopify Admin before the end of the current billing cycle).

4.3 Termination for Cause

Either party may terminate this Agreement with immediate effect upon written notice if:

• The other party commits a material breach that is incapable of remedy, or fails to remedy a remediable breach within 30 days of written notice specifying the breach; or
• The other party undergoes an Insolvency Event.

4.4 Suspension and Immediate Termination by the Supplier

The Supplier may suspend or terminate the Merchant's access immediately, without prior notice or liability, if:

• The Merchant breaches the Acceptable Use Policy (Appendix A);
• The Merchant fails to pay any sum due and the sum remains outstanding for more than 7 days after the due date;
• Meta or Shopify requires suspension in connection with the Merchant's account or conduct; or
• Continued provision of Services would expose the Supplier to legal, regulatory, or reputational risk.

4.5 Post-Termination Transition

Upon termination or expiry of this Agreement:

• The Merchant's access to the Platform terminates immediately;
• The Merchant is granted a 30-day grace period to retrieve historical conversation logs, attribution analytics, and Merchant Data via the Zone 5 export tools;
• Following 30 days, the Supplier will permanently purge all Merchant Data, Customer Personal Data, and tenant secrets from the Platform in accordance with Clause 9.8 and GDPR Article 28(3)(g);
• All accrued fees remain due and payable.

5.1 Probabilistic Technology

The Merchant acknowledges that the Services utilise artificial intelligence, machine learning, and large language models ("AI Systems") to generate conversational outputs. The Merchant understands that AI Systems produce probabilistic outputs that may occasionally contain inaccuracies, omissions, errors, or unintended content ("Hallucinations"). The Supplier makes no warranty that AI-generated outputs will be error-free or achieve any specific commercial conversion rate or sales volume.

5.2 Merchant as Publisher and Principal

The Merchant agrees that all communications sent by the AI Systems through the Merchant's connected messaging channels (WhatsApp WABA, Instagram profile, Facebook Page, Shopify storefront) are transmitted on behalf of the Merchant as principal. The Merchant is the sole legal author and publisher of all such communications. The AI Systems have no authority to amend the Merchant's published prices, terms of sale, return policies, or consumer warranties beyond data synced from the Merchant's Shopify catalog. All binding contracts of sale are formed exclusively upon the end customer completing checkout on Shopify's settlement rail.

5.3 Human Oversight and Governance Obligations

The Supplier provides the Zone 5 Governance Portal, including a dual-mode Human-in-the-Loop (HITL) override queue, real-time conversation monitoring, and emergency agent kill switches.

The Merchant covenants to:

• Maintain accurate, lawful, and current product information and policies in the Knowledge Canvas;
• Regularly monitor active conversation threads and high-value buying interactions;
• Promptly activate override controls or the emergency kill switch upon detecting anomalous AI behaviour;
• Ensure staff responsible for supervision are adequately trained in platform governance.

The Merchant's failure to maintain active supervision of the AI Systems is entirely at the Merchant's own risk.

5.4 EU AI Act Disclosure Obligation

Under Article 50 of the EU AI Act (Regulation (EU) 2024/1689), the Merchant, acting as the Deployer of an AI system interacting directly with natural persons, must ensure that EU-based natural persons are clearly informed at the commencement of each interaction that they are communicating with an AI system.

The Supplier equips all agents with default AI identification disclosures. The Merchant covenants not to disable, tamper with, or remove such mandatory disclosures for interactions with consumers in the EU or any other jurisdiction where AI transparency obligations apply.

5.5 Merchant Indemnity — Conversational Content

The Merchant shall defend, indemnify, and hold harmless Gaia Holdings Limited, its affiliates, directors, officers, employees, and agents from and against all claims, liabilities, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any communication, advice, statement, recommendation, or representation sent to an end consumer by the AI Systems via the Merchant's connected accounts;
• Any investigation or enforcement action by a consumer protection authority or advertising standards body (including the ACM and AP in the Netherlands, or the PDPO in Uganda) relating to the Merchant's products or conversational marketing;
• Any product liability or consumer dispute arising from orders initiated or fulfilled through the Services.

6.1 No Control Over Third Parties

The Services integrate with, depend upon, and interoperate with APIs hosted by Meta Platforms, Inc. / Meta Platforms Ireland Limited ("Meta") and Shopify Inc. ("Shopify"). Where the Merchant elects to connect its Google Ads account, the Services also depend on the Google Ads API operated by Google LLC ("Google"). The Supplier has no ownership or operational control over such third-party services.

6.2 Disclaimer of Upstream Disruptions

The Supplier disclaims all liability for any disruption, latency, data loss, dropped webhooks, degraded performance, or total outage caused by or attributable to Meta, Shopify, Google, or any third-party foundational model provider.

6.3 Platform Enforcement and Continued Payment Obligations

The Supplier bears zero liability for any decision by Meta or Shopify to throttle messaging limits, degrade WhatsApp phone number quality ratings, suspend, ban, or restrict the Merchant's WABA, Instagram account, Facebook Page, or Shopify storefront, or deprecate APIs or alter rate limits.

Any such third-party enforcement action does not constitute a breach by the Supplier, does not give the Merchant any right to a refund, and does not relieve the Merchant of its obligation to pay all applicable Subscription Fees and Performance Fees.

6.4 Merchant Policy Compliance Warranties

The Merchant warrants that it holds active accounts in good standing with Meta and Shopify, and shall at all times comply with Meta Terms of Service, WhatsApp Business Messaging Policy, WhatsApp Commerce Policy, Shopify Terms of Service, the Google Ads terms and policies (where Google Ads is connected), and applicable AI model provider acceptable use policies.

7.1 Fee Structure

Yield Force operates on a hybrid pricing model:

1. Subscription Fee: Fixed recurring monthly or annual charge.
2. Performance Fee: Variable fee based on Attributed Net Sales (rate per applicable pricing plan or Order Form).
3. Usage and Overage Charges: Additional charges for volume or channel capacity exceeding the Merchant's tier allowance.

7.2 Attributed Net Sales Definition

"Attributed Net Sales" means net product sales (gross merchandise value minus applied discounts, excluding VAT/sales tax and shipping) recorded against Shopify orders that are:

• Tagged with the Yield Force attribution identifier (#YF-Converted);
• Completed within a 7-day last-touch attribution window following an active conversational interaction in which a Closer agent generated or updated a cart permalink containing the Yield Force referral parameter (?ref=yf&tid=<thread_id>); and
• Not subsequently cancelled, refunded, or returned in full within the 14-day rolling reconciliation window.

7.3 Shopify App Store Billing

For merchants accessing Yield Force via the Shopify App Store:

• Subscription Fees are billed via the Shopify Recurring Application Charge API;
• Performance Fees and overage charges are recorded via the Shopify Usage Charge API against the Merchant's pre-authorised monthly spending cap.

7.4 VAT and Tax

All fees are quoted exclusive of Value Added Tax (VAT) and all other applicable taxes and duties.

• Netherlands-based Merchants: Dutch BTW at the prevailing rate will be added to all invoices, or the reverse-charge mechanism will apply where the Merchant provides a valid VAT identification number.
• Other EU Merchants with valid EU VAT ID: The reverse charge mechanism applies pursuant to Article 196 of EU Council Directive 2006/112/EC. If the Merchant fails to provide a valid EU VAT registration number, applicable local VAT will be charged.

7.5 Payment Default and Late Payment Interest

If a payment method fails or a Shopify billing invoice is declined:

• The Merchant has a 7-day grace period to resolve the billing failure;
• Following 7 days of non-payment, the Supplier may suspend conversational agent routing without liability;
• Following 30 days of non-payment, the Supplier may terminate this Agreement pursuant to Clause 4.3;
• Overdue amounts accrue interest at 10% per annum from the due date until actual payment, compounding monthly, pursuant to the Uganda Contracts Act, 2010. Where proceedings are brought in the Netherlands, statutory commercial interest under Article 6:119a of the Dutch Civil Code (BW) and statutory debt collection costs under Article 6:96(4) BW (minimum €40) may apply.

7.6 Cancellation and Refund Policy

• The Merchant may cancel at any time by uninstalling the application via the Shopify Admin or by providing 30 days' written notice for direct subscription contracts.
• All fees paid are strictly non-refundable. No pro-rata refunds or credits will be issued for partial months, unused conversational capacity, or downtime attributable to third-party platform actions.
• Unused conversation capacity expires at the end of each billing cycle and does not roll over.

8.1 Supplier's Platform Rights

Gaia Holdings Limited (or its licensors) retains all right, title, and interest — including all applicable intellectual property rights — in and to:

• The Yield Force platform, multi-zone architecture (Zones 0–7), LangGraph multi-agent swarm implementations, refinery gateway, and multi-tenant security infrastructure;
• All system prompt templates, agent directives, routing heuristics, and algorithmic optimisation models (including Thompson Sampling Bayesian frameworks);
• All Platform documentation, API definitions, user interface designs, and codebases;
• Aggregated, anonymised telemetry and operational performance benchmarks that do not contain Customer Personal Data or identifiable Merchant trade secrets.

8.2 Merchant Data Ownership

The Merchant retains all right, title, and interest in its pre-existing trademarks, brand assets, product catalog descriptions, images, and proprietary documentation uploaded to the Knowledge Canvas.

The Merchant grants the Supplier a non-exclusive, worldwide, royalty-free, revocable (upon termination) license to host, process, reproduce, adapt, and transmit Merchant Data solely as necessary to provide, maintain, and support the Services.

8.3 AI Outputs

The Supplier assigns to the Merchant all of the Supplier's right, title, and interest (if any) in and to conversational text and cart permalinks generated by the Platform in response to Merchant inputs ("Output"). The Merchant acknowledges that, due to the probabilistic nature of AI, other parties may independently generate identical or substantially similar outputs.

8.4 Feedback

If the Merchant provides suggestions, feature requests, or recommendations regarding the Services ("Feedback"), the Merchant grants the Supplier a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and commercialise such Feedback without restriction or financial obligation to the Merchant.

9.1 Roles of the Parties

• The Merchant is the Data Controller — it determines the purposes and means of processing Customer Personal Data.
• Gaia Holdings Limited is the Data Processor — it processes Customer Personal Data strictly on behalf of and in accordance with the documented instructions of the Merchant.

9.2 Processing Details

9.3 Processor Obligations

The Supplier shall:

1. Process only on instructions: Process Customer Personal Data only on the Merchant's documented instructions, unless required by applicable law.
2. Confidentiality: Ensure all personnel authorised to process Customer Personal Data are subject to binding confidentiality obligations.
3. Technical and Organisational Measures (TOMs): Encryption in transit (TLS 1.3) and at rest (AES-256); per-tenant data isolation via PostgreSQL Row-Level Security (RLS) bound to unique Sovereign Keys; Role-based access control (RBAC) on a least-privilege basis; HMAC-SHA256 signature verification for all Meta and Shopify webhook payloads.
4. Sub-processors: General written authorisation granted by the Merchant; 14 days' prior notice of any new sub-processor; Merchant may object on reasonable data protection grounds.
5. Data subject requests: Provide Zone 5 tools to assist the Merchant in responding to GDPR Articles 15–22 and DPPA Part V data subject requests.
6. Breach notification: Notify the Merchant within 48 hours of confirming a personal data breach, with details of the nature, affected data categories, estimated number of data subjects, likely consequences, and remediation measures.
7. DPIAs: Provide reasonable assistance with Data Protection Impact Assessments at the Merchant's reasonable cost.
8. Deletion on termination: Delete or return all Customer Personal Data within 30 days of termination and provide written confirmation.
9. Audit rights: Allow audits by the Merchant or a mandated independent auditor, subject to: 30 days' advance notice; normal business hours; a signed NDA; no more than one audit per 12 months (unless triggered by a confirmed data breach); all audit costs borne by the Merchant.

9.4 International Data Transfers — EU → Uganda

Uganda has not received an EU adequacy decision under GDPR Article 45. Transfers of Customer Personal Data from the EU/EEA to Gaia Holdings Limited in Uganda are governed by:

• EU Standard Contractual Clauses (SCCs) — Commission Implementing Decision (EU) 2021/914, Module 2 (Controller-to-Processor), incorporated herein by reference; and
• A documented Transfer Impact Assessment (TIA) conducted in accordance with Schrems II (Case C-311/18) and EDPB Recommendations 01/2020, including end-to-end encryption in transit (TLS 1.3) and at rest (AES-256), with cryptographic keys managed within the EU or by an independent EU custodian.

9.5 No Foundation Model Training

The Supplier expressly covenants that it does not use, transfer, or disclose Customer Personal Data, Merchant Data, or conversation transcripts to train, fine-tune, or improve any public, multi-tenant, or third-party foundational language model.

9.6 Shopify Mandatory Webhook Compliance

The Supplier maintains active, HMAC-verified webhook endpoints for:

• customers/data_request — returns customer data on request;
• customers/redact — purges individual customer records within 30 days;
• shop/redact — purges all merchant tenant data within 30 days of uninstall.

9.7 Deletion Confirmation

The Supplier will issue written confirmation of data deletion within 35 days of termination, covering all Supabase tenant tables, encrypted vault secrets, conversation logs, and backups containing the Merchant's Sovereign Key.

11.1 Merchant Warranties

The Merchant warrants that:

• It has full legal authority to enter into and perform this Agreement;
• It will comply with all applicable laws, including EU GDPR, the Uganda DPPA 2019, the Dutch Telecommunicatiewet, the EU AI Act, and Meta and Shopify platform policies;
• All Merchant Data is accurate, lawful, and does not infringe any third-party intellectual property rights;
• It holds valid, active accounts in good standing with Meta and Shopify throughout the Subscription Term.

11.2 Disclaimer of Warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. The Supplier expressly disclaims all representations, conditions, and warranties, whether statutory, express, or implied, including: fitness for a particular purpose; non-infringement; uninterrupted or error-free operation; and that AI-generated outputs will be accurate or achieve any specific commercial outcome.

12.1 Non-Excludable Liabilities

Nothing in this Agreement excludes or limits either party's liability for:

• Death or personal injury caused by its negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot lawfully be excluded or limited under applicable law.

12.2 Exclusion of Consequential Loss

Subject to Clause 12.1, the Supplier shall not be liable to the Merchant — whether in contract, tort, breach of statutory duty, or otherwise — for any of the following, even if advised of their possibility:

• Loss of profits; loss of sales, revenue, or business;
• Loss of agreements or commercial contracts; loss of anticipated savings;
• Loss of use or corruption of software, data, or digital assets;
• Loss of or damage to goodwill or commercial reputation;
• Any indirect, special, punitive, or consequential loss.

12.3 Aggregate Financial Cap

Subject to Clauses 12.1 and 12.2, the Supplier's total aggregate liability arising out of or in connection with this Agreement — in any legal theory — shall be strictly limited to the total fees actually paid by the Merchant to the Supplier in the twelve (12) months immediately preceding the event giving rise to the claim (or, if the claim arises within the first 12 months, the total fees paid up to that date, with a minimum floor of USD 500).

12.4 Specific Operational Carve-Outs

For the avoidance of doubt, the Supplier has zero liability for:

• Commercial losses resulting from AI conversational outputs, hallucinations, or inaccurate product information communicated to shoppers;
• Outages, data loss, or dropped webhooks caused by Meta or Shopify APIs;
• Suspension, banning, or quality-tier degradation of the Merchant's WABA or Shopify storefront by Meta or Shopify.

14.1 Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of Uganda. Subject to Clause 14.2, each party irrevocably submits to the jurisdiction of the courts of Uganda for the resolution of disputes arising out of or in connection with this Agreement.

The parties acknowledge that, pursuant to the EU Rome I Regulation (Regulation (EC) No 593/2008, Article 3(1)), Uganda law is a valid governing law choice for commercial B2B contracts between sophisticated parties. Notwithstanding this choice of law, mandatory overriding provisions of Dutch or EU law (lois de police under Rome I Article 9), including mandatory GDPR provisions, shall apply to the extent required.

14.2 Netherlands Dispute Resolution Option

Where the Merchant is domiciled in the Netherlands or another EU Member State, either party may elect to bring proceedings before the competent courts of the Netherlands (District Court of Amsterdam — Rechtbank Amsterdam), particularly for matters involving EU GDPR compliance, Dutch consumer protection law, or enforcement of the DPA provisions in Clause 9.

14.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings, whether oral or written, except in cases of fraud.

14.4 Third Parties

This Agreement does not confer any benefit on, nor is it enforceable by, any person other than the parties to it. End consumers of the Merchant have no rights under this Agreement.

14.5 Severability

If any provision is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. All remaining provisions continue in full force.

14.6 Waiver

Failure or delay by either party in exercising any right or remedy shall not constitute a waiver of that right or remedy.

14.7 Assignment

The Merchant may not assign, transfer, or subcontract this Agreement without the Supplier's prior written consent. The Supplier may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, with reasonable prior notice to the Merchant.

14.8 Notices

All notices must be in writing and delivered by email to:

• Supplier: dev@yieldforce.dev
• Merchant: The email address associated with the Merchant's Yield Force account.

Notices are deemed received on the next business day following transmission, provided no delivery failure notification is received.

14.9 Amendments

The Supplier may amend these Terms by providing at least 30 days' written notice to the Merchant. Continued use of the Services after the effective date constitutes acceptance. If the Merchant does not accept material amendments, it may terminate without penalty in accordance with Clause 4.3.