Terms of Service

Account. The administrative workspace you create to use the Service, including any users, stores, ad accounts, and integrations linked to it.

Customer Data. All electronic data submitted by or on behalf of Customer to the Service, including catalog, performance, campaign, inbox, and customer-record data flowing through connected third-party platforms.

Connected Service. Any third-party platform you authorise Magistry to read from or write to on your behalf, such as Shopify, Google Ads, Meta, TikTok, Klaviyo, and your IMAP/SMTP host.

Decision Log. The append-only audit record of every action taken by the Service on a Connected Service, including the input, the rule applied, the actor, and the reversal artifact when applicable.

Order Form. A document signed by both parties (electronically or otherwise) that references these Terms and specifies the plan, fees, term, and any deviating commercial conditions.

To use the Service you must register an Account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of all credentials associated with your Account, including those of your users, and for every action taken under your Account whether or not authorised by you.

You must notify us at security@magistry.io without undue delay if you suspect unauthorised access, credential theft, or any other security event affecting your Account or the Connected Services linked to it.

The Service is intended for use by businesses. You must be at least 18 years old and capable of forming a binding contract to register. You must not register on behalf of an entity you are not authorised to represent.

We may suspend or terminate Accounts that contain materially inaccurate information, that are used in violation of these Terms, or that are dormant for an extended period without active payment in good standing.

The Service is offered on a subscription basis. The plan, billing cycle, fees, and term applicable to your Account are set out on the Magistry pricing page in force at the time of subscription or in an Order Form signed between the parties.

Fees are invoiced in advance for the applicable billing cycle and are payable in the currency stated on the invoice. Unless expressly stated otherwise, all fees are exclusive of value-added tax, sales tax, and any other applicable taxes, which will be added where required by law.

Subscriptions renew automatically for the same period as the prior term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. We may adjust pricing for renewal terms by giving notice at least sixty (60) days before renewal.

If we are unable to collect a payment when due, we may suspend access to the Service after providing reasonable notice and a cure period of at least ten (10) business days. Decision Log entries remain readable in read-only mode during suspension.

Except where required by law, fees are non-refundable. Trial credits, partial months, and unused capacity do not generate refunds when an Account is downgraded or cancelled mid-term.

You agree to use the Service only for lawful purposes and in accordance with these Terms, the terms of any Connected Service, and applicable law in the jurisdictions where you operate. You are responsible for the lawfulness of the catalog content, advertising, and customer communications that the Service produces on your behalf.

You must not, and must not permit any third party to:

• Use the Service to send unsolicited commercial messages or to violate the consent requirements of any anti-spam or telemarketing law applicable to your customers.
• Use the Service to advertise, distribute, or transact in goods or services that are illegal in the markets you target, including restricted pharmaceuticals, weapons, or counterfeit goods.
• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent expressly permitted by mandatory law.
• Probe, scan, or attempt to penetrate the Service, the underlying infrastructure, or any Connected Service in a manner not authorised in writing by Magistry.
• Use the Service to develop a competing product or to benchmark for the benefit of a competing service.
• Submit Customer Data that contains malware, unlawful content, or content that infringes the intellectual-property or privacy rights of any third party.

We may suspend any feature, automation, or write path that we reasonably believe is being used in violation of this section. Where a Connected Service notifies us of a policy breach in your use of its platform, we may pause writes to that Connected Service until the issue is resolved.

As between the parties, Customer retains all right, title, and interest in Customer Data. You grant Magistry a non-exclusive, worldwide licence to host, copy, process, transmit, and display Customer Data solely to the extent necessary to provide and improve the Service for you, to enforce these Terms, and to comply with applicable law.

Magistry does not train foundation models on Customer Data. Where the Service uses third-party large language models to produce copy or analysis, the prompts and outputs are processed under terms with the underlying providers that prohibit model training on Customer Data. The current list of sub-processors is published in our Privacy Notice.

Personal data within Customer Data is processed by Magistry as a processor on behalf of Customer in accordance with the Data Processing Addendum, which forms part of these Terms.

You are responsible for the accuracy, legality, and appropriateness of Customer Data and for obtaining all necessary rights and consents to allow Magistry to process Customer Data as contemplated by these Terms.

The Service, including all software, models, classifications, weights, dashboards, documentation, and the Magistry name, logos, and trademarks, is owned by Magistry or its licensors and is protected by intellectual-property laws. Except for the rights expressly granted in these Terms, no licence is granted to you, whether by implication, estoppel, or otherwise.

Subject to your compliance with these Terms and timely payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your internal business purposes.

Any feedback, suggestions, or ideas you provide regarding the Service may be used by Magistry without obligation to you. You retain ownership of your Customer Data, and nothing in this section grants Magistry ownership of it.

We will use commercially reasonable efforts to make the Service available with a monthly uptime of at least 99.9% for paid production accounts, excluding scheduled maintenance, force-majeure events, outages of Connected Services, and acts or omissions of Customer. Status and historical incidents are published at status.magistry.io.

Where the Service falls below the committed uptime in a given calendar month, the sole and exclusive remedy is a service credit calculated as a percentage of the monthly fees for the affected subscription, requested by Customer in writing within thirty (30) days of the affected month.

We may perform scheduled maintenance that affects availability. We will provide reasonable advance notice for any planned maintenance expected to interrupt service for more than fifteen (15) minutes.

Each party may disclose Confidential Information to the other in the course of performing under these Terms. The receiving party must use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own, and in no event less than a reasonable degree of care.

Confidential Information does not include information that is publicly available through no breach of these Terms, that was rightfully known to the receiving party before disclosure, that is independently developed without reference to the disclosing party’s information, or that is rightfully obtained from a third party without a duty of confidentiality.

The receiving party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable assistance in seeking a protective order.

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, anticipated savings, business opportunity, or goodwill, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

Each party’s aggregate liability arising out of or in connection with these Terms, whether in contract, tort, or otherwise, will not exceed the fees paid or payable by Customer to Magistry in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to a party’s indemnification obligations, breaches of confidentiality, infringement of the other party’s intellectual property, or to liability that cannot be limited under applicable law (including liability for fraud, gross negligence, or wilful misconduct).

Magistrywill defend Customer against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a third party’s intellectual-property rights, and will pay any damages finally awarded against Customer or amounts paid in a settlement approved by Magistry.

Customer will defend Magistryagainst any third-party claim arising out of Customer Data, Customer’s use of the Service in violation of these Terms or applicable law, or the products or services Customer sells or markets using the Service, and will pay any damages finally awarded or amounts paid in a settlement approved by Customer.

The indemnified party must promptly notify the indemnifying party of the claim, grant sole control of the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense.

These Terms begin on the date you first accept them or access the Service and continue until all subscriptions under these Terms have expired or been terminated.

Either party may terminate these Terms for material breach if the breaching party fails to cure the breach within thirty (30) days of receiving written notice of the breach. Either party may terminate immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed.

On termination or expiry, your right to access the Service ends. We will make Customer Data available for export in a structured, commonly used, machine-readable format for a period of thirty (30) days after termination, after which we will delete or anonymise Customer Data in accordance with the Data Processing Addendum and our retention schedule.

Sections that by their nature should survive termination will survive, including confidentiality, intellectual-property ownership, limitations of liability, indemnification, and dispute resolution.

These Terms are governed by the laws of the Netherlands, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute arising out of or in connection with these Terms through informal negotiation. Either party may escalate an unresolved dispute to the District Court of Amsterdam, the Netherlands, which will have exclusive jurisdiction, subject to either party’s right to seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

We may update these Terms from time to time. Where an update materially reduces your rights, we will give at least thirty (30) days’ advance notice by email to the administrator on the Account and by posting a banner in the Service.

If you do not agree to a material change, your sole remedy is to terminate the affected subscription effective at the end of the then-current billing cycle. Continued use of the Service after the effective date of an updated version of these Terms constitutes acceptance of the updated version.

Questions about these Terms can be sent to legal@magistry.io. Security reports go to security@magistry.io. Notices about Customer Data and privacy go to privacy@magistry.io.