Terms of Service

These terms are an agreement between [COMPANY NAME LTD], a company registered in England and Wales with company number [COMPANY NUMBER] and registered office [REGISTERED ADDRESS] (“Shelfprice”, “we”, “us”), and the organization that creates a Shelfprice account or signs an order form (“Customer”, “you”).

• Business use only. Shelfprice is sold to businesses. You confirm that you use it for business purposes and not as a consumer.
• Authority. The person who creates the account confirms they can bind the Customer to these terms. By creating an account, starting a trial or using Shelfprice, the Customer accepts them.
• What is in the agreement. These terms, the Privacy Policy, the Data Processing Addendum (“DPA”) and any order form signed by both of us. If they conflict, an order form wins, then the DPA (for personal data), then these terms.
• Our contact for anything under these terms is [CONTACT / DPO EMAIL].

Shelfprice is a web application for price pack architecture analysis. It collects public retail data (products, sizes and shelf prices) and shows how a brand’s sizes and prices sit against the rest of a category, where the ladder of sizes and prices breaks down, and what changed. In these terms “Retail Data” means the product, size and price data in the application, and “Service” means the application, its emails and exports, and the Retail Data in it.

What the data is, and its limits

• Source. Retail Data comes from Kroger’s public API, for the stores and categories your plan covers. Kroger is the only retailer today. It is not collected from the retailer’s private systems and the retailer does not endorse or supply it.
• It can be incomplete or late. We read what the public API returns: it may omit products, show a size or price we cannot read, lag behind the shelf, or differ by store. Collection runs on a schedule, and a run can be delayed or fail. The product shows its own limits: each page says when the data was last checked, and the Coverage page shows, for each category and store, how many products we found and how many have a size and price we could read. Findings that depend on an absence (a missing size, for example) are hidden when coverage is too low.
• Shelf price. A price is what the public API showed at the store and time of the check. It is not a guarantee of the price at checkout, and promotions can start or end between checks.
• Classification. We group products by brand, size, segment and manufacturer using rules and, for manufacturer, an automated model. These groupings can be wrong. You can correct some in the product.

We may add, change or retire features, categories, stores and retailers. If a change removes something you paid for in a way that matters, you may cancel and we will refund prepaid fees for the time not used.

Shelfprice shows analysis and suggests where to look. It does not give financial, legal, tax, commercial or pricing advice, and no result is a promise that a change will raise sales, margin or share. You make every pricing and range decision, and you are responsible for it.

Competition law. The Service shows public shelf prices. You must use it in line with competition and antitrust law, including never using information to agree or coordinate prices with a competitor, and you are responsible for your own compliance.

• The person who creates the workspace is its owner. The owner can invite and remove teammates. Users sign in with a password or an emailed one-time link.
• You are responsible for everything done through your users’ accounts. Keep credentials secret, give each person their own sign-in, and tell us promptly at [CONTACT / DPO EMAIL] if you suspect misuse.
• The plans do not limit the number of users, but a workspace is for one organization and its own staff and advisers.
• You must give accurate information and keep it up to date, and you must be able to receive our emails to use the Service.

A new workspace gets a free trial of 10 days from the day the account is created. The trial includes every feature.

• The trial ends. When the 10 days are over, access to the workspace stops until a paid plan starts. You will see a page that says the trial has ended and links to our plans. Scheduled emails (alerts, exports and the weekly brief) stop at the same time.
• Card and first charge. We ask for a card at the end of set-up and the first period’s price is charged on day 11, the day after the trial, unless you cancel before then in Settings > Billing and pay nothing. Nothing is charged during the trial.
• Your data. When a trial ends, nothing is deleted at once. We keep the paused workspace for [POST-TRIAL DATA RETENTION DAYS] days so you can subscribe and carry on. After that we delete it as section 17 describes.
• One trial per organization. We may refuse or end a trial we reasonably believe is being repeated or abused.

For the reviewer: Whether a real card is charged depends on the Stripe mode the owner switches on. This section and the pricing page both say the first charge is on day 11(open point 2).

• Plans. We charge per category tracked. A category is one product category such as Yogurt or Coffee. The monthly plan is billed every month and the yearly plan once a year in advance; an enterprise plan is priced in an order form. The prices, the number of categories included and what each plan includes are those on our pricing page when you subscribe, or in your order form. Extra categories are charged as the pricing page says.
• Currency and tax. Prices are in US dollars and exclude sales tax, VAT, GST and similar taxes, which you pay where they apply.
• Payment. You pay by card through our payment processor, Stripe, at checkout, or by invoice where an order form says so, within [PAYMENT TERMS DAYS] days of the invoice date. You authorize us to charge your payment method for each period. You must keep payment details current.
• Renewal. Monthly and yearly plans renew automatically for another period at the then current price, until canceled under section 7. We will tell you at least [NOTICE PERIOD DAYS] days before a price change takes effect, and a change applies from the next period.
• Late payment. If a payment fails or is late we may retry it, tell you, and, after notice, suspend the Service (section 16). Overdue sums can carry interest under the Late Payment of Commercial Debts (Interest) Act 1998.
• Changing plan. You can add categories at any time. Switching between monthly and yearly is as the pricing page says.

• Monthly. You can cancel at any time. Access continues to the end of the period already paid for, and the plan then ends.
• Yearly. You can turn off renewal at any time. Access continues to the end of the paid year.
• Refunds. Fees already paid are not refundable, except [REFUND POLICY] and where the law, section 15 or section 18 requires a refund. This does not affect rights the law gives you that cannot be excluded.
• How. Cancel yourself in Settings > Billing (Manage billing). The Billing page then shows the day access ends.

You and your users must not:

• resell, sublicense, publish, scrape, copy in bulk or redistribute the Service or the Retail Data outside your organization without a separate written agreement;
• use the Service to build or train a competing product or dataset;
• use the Service in a way that breaks a retailer’s terms of service or the law;
• share sign-ins outside your organization, or get around plan limits, category entitlements or access controls;
• probe, test or attack the Service, overload it, or use automated means other than our exports and documented interfaces to take data from it;
• reverse engineer or copy the Service, except as the law allows;
• upload anything unlawful, or personal data beyond what you need to use the Service (the Service is not for special category data);
• use the Service to harm anyone or to send spam.

Presentations and reports you prepare for your own customers and retail partners may include charts and figures from exports, with a note that Shelfprice is the source, as long as you do not hand over the underlying data set.

• Your data. You own what you put into the Service (your brand choices, segments, notes, assignments, alert settings and similar, “Customer Data”). You give us a license to host, copy and process it only to provide and support the Service to you, to keep it secure, and as the law requires.
• Retail Data and our work. The Retail Data, the analysis, the classifications, the software, the design, the documentation, and everything we create belong to us or our licensors. The prices themselves are public facts shown by the retailer; what we own is our collection, cleaning, grouping and analysis of them. Nothing in these terms transfers any of it to you.
• Your license. During the term we give you a non-exclusive, non-transferable, non-sublicensable right for your own staff and advisers to use the Service and its outputs for your internal business, within your plan and these terms.
• Exports. You may download the exports the Service offers (presentations, spreadsheets and CSV files) for internal use and as section 8 allows. The raw product-level data export is not available at present.
• Feedback. If you suggest an improvement we may use it freely, without payment, and without crediting you.
• Aggregated data. We may use data about how the Service is used, in a form that identifies no person and no customer, to run and improve it.

For the reviewer: These clauses assume we may license the Retail Data to customers. The owner’s own rule is that this is not yet settled with Kroger (open point 1).

Each of us must keep the other’s confidential information (anything not public that is marked confidential or that a reasonable person would see as confidential, including your Customer Data and our non-public pricing and technology) secret, use it only for these terms, and share it only with staff and advisers who need it and are bound to keep it secret. This does not cover information that is or becomes public without a breach, that the receiver already had or got from someone else lawfully, or that it must disclose by law or a court (it should give notice where it lawfully can).

This duty lasts for the term and for five years after, and for as long as Customer Data stays in our hands.

We handle personal data as the Privacy Policy describes. Where we process personal data for you as your processor, the DPA applies and is part of this agreement. You must have the right to give us the personal data you put into the Service, and must tell the people concerned what the law requires.

We aim to keep the Service available and to fix faults quickly, using reasonable skill and care. We do not promise it will be uninterrupted or error free, and we offer no service level or uptime commitment unless an order form says so. We may take the Service down for maintenance, and where we can we will do so outside US business hours.

Data collection depends on a third party’s public service and on scheduling services we do not control, so it can be late or missing for a day or more. That is not a breach of these terms.

Support is by email to [CONTACT / DPO EMAIL], during [SUPPORT HOURS]. We reply as soon as we reasonably can.

Each of us confirms it has the right to enter into this agreement. We promise to provide the Service with reasonable skill and care.

Apart from that, and as far as the law allows, we provide the Service and the Retail Data “as is” and “as available”. We give no other promise or condition, express or implied, including that the Service is error free, that the Retail Data is complete, accurate or current, that any analysis suits a particular purpose, or that using it will produce any result. You agree that, because you are a business, terms the law would otherwise imply into the contract are excluded to the extent the law allows.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

Subject to that:

1. We are not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of profit, revenue, sales, margin, share, business, anticipated savings, goodwill or reputation, or for any indirect or consequential loss, or for loss from a business decision you take using the Service.
2. Our total liability to you for everything arising from or connected with this agreement in any 12-month period is limited to [LIABILITY CAP].
3. These limits do not reduce your duty to pay fees.

For the reviewer: The cap is a placeholder (open point 4). Business-to-business limits like these must be reasonable under the Unfair Contract Terms Act 1977.

• By you. You will defend and pay what a court or settlement awards against us, with reasonable costs, for a third-party claim that arises from your Customer Data, your use of the Service in breach of section 8, or your breach of law.
• By us. We will defend and pay what a court or settlement awards against you, with reasonable costs, for a third-party claim that the software or our own analysis, used as these terms allow, infringes that party’s intellectual property rights. We have no duty for a claim that comes from Retail Data as the retailer published it, from your changes, or from use outside these terms. If a claim is made we may change the Service so it no longer infringes, or end the affected part and refund prepaid fees for it.
• Process. The indemnified party must tell the other promptly, let it run the defense and settle (but not on terms that admit fault for the indemnified party), and give reasonable help at the other’s cost.

The liability limits in section 14 apply to the indemnity we give in this section.

• Suspension. We may suspend access, on notice where we can, if a payment is overdue, if we reasonably believe you are breaking section 8 or the law, or to stop a security or legal risk. We lift the suspension when the cause is fixed.
• For breach. Either of us may end the agreement by written notice if the other commits a material breach and, where it can be fixed, does not fix it within [CURE PERIOD DAYS] days of notice, or if the other becomes insolvent or stops trading.
• For convenience. You end it by canceling (section 7). We may end it on [NOTICE PERIOD DAYS] days’ written notice and refund prepaid fees for the time not used.
• What happens. Your access ends, you stop using the Service, fees owed up to that date remain due, and the sections that by nature should survive do (ownership, confidentiality, liability, indemnities, governing law).

For [DATA RETURN WINDOW DAYS] days after the agreement ends you can ask us to give you your Customer Data, and you may use the exports in the product to take what you need. We have no tool today that exports everything in one file; we will supply a reasonable copy on request.

After that we delete the workspace and its Customer Data within [DELETION PERIOD DAYS] days, except what the law makes us keep (for example billing records) and what remains in backups until they expire, which we do not use. We keep Retail Data, which is ours and holds no Customer Data. The DPA has the detail for personal data.

We may change these terms. For a change that matters we will email the workspace owner at least [NOTICE PERIOD DAYS] days before it applies. If the change is materially worse for you, you may cancel before it applies and we will refund prepaid fees for the time after you cancel. Using the Service after the change takes effect means you accept it. A change in the law or to a feature can take effect sooner where it has to.

• Whole agreement. This is the whole agreement about the Service and replaces anything said or written before. Neither of us relied on a statement not written here (but this does not exclude liability for fraud).
• Assignment. You may not transfer these terms without our written consent. We may transfer them to a company that takes over our business.
• Events outside our control. Neither of us is in breach for a delay or failure caused by something beyond its reasonable control (but this does not excuse a payment obligation).
• If a term is invalid the rest still applies. A delay in enforcing a right is not a waiver of it.
• Notices. We may give notice by email to the workspace owner or on the Service. You give notice to [CONTACT / DPO EMAIL].
• No third-party rights. Nobody who is not a party can enforce these terms under the Contracts (Rights of Third Parties) Act 1999.
• Relationship. We are independent contractors. There is no partnership, agency or employment between us.

These terms, and any dispute or claim about them or their subject matter (including non-contractual ones), are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that we may apply to any court for an order to protect our intellectual property or confidential information.

Questions about these terms: [CONTACT / DPO EMAIL]. [COMPANY NAME LTD], company number [COMPANY NUMBER], registered office [REGISTERED ADDRESS].