SaaS Terms

1. Scope and contract structure

These SaaS Terms apply to business customers that order Tomorrowfy’s hosted software services. They do not apply to consumers. The contract consists of the Order Form, these SaaS Terms, the Data Processing Agreement (DPA), the Service Level and Support Policy, and any documents expressly incorporated by reference. If there is a conflict, the Order Form prevails, followed by the DPA for personal-data matters, then these SaaS Terms, then the Service Level and Support Policy.

An Order Form may be signed electronically or accepted through another documented ordering process. Customer-specific scope, fees, users, features, and any implementation work belong in the Order Form.

2. Service and permitted use

Tomorrowfy grants the Customer a non-exclusive, non-transferable right during the contract term to access and use the ordered service for its internal business purposes and to make the service available to its authorized users and, where the service is designed for it, the Customer’s end customers.

The Customer will:

• use the service and connected platforms lawfully and in accordance with the documentation;
• protect credentials, restrict access to authorized users, and promptly report suspected compromise;
• ensure that its data, instructions, configurations, and communications do not infringe third-party rights or applicable law; and
• maintain the third-party accounts and permissions required for connected services, including Shopify.

The Customer must not circumvent technical limits, interfere with security, reverse engineer the service except where mandatory law permits it, use the service to build a competing product, or run unlawful, abusive, or security-testing activity without Tomorrowfy’s prior written consent.

3. Customer data and integrations

The Customer retains all rights in data supplied to or generated for it through the service (Customer Data). The Customer authorizes Tomorrowfy to process Customer Data as necessary to provide, secure, support, and improve the ordered service in accordance with the contract and the DPA. Tomorrowfy does not acquire ownership of Customer Data.

The service may exchange data with Shopify and with integrations enabled by the Customer. Customer-directed integrations, including Klaviyo, Emarsys, Customer-owned BigQuery destinations, and custom webhooks, are selected and controlled by the Customer. The Customer is responsible for its agreements, notices, permissions, and lawful instructions for those destinations.

4. Changes and maintenance

Tomorrowfy may update the service to improve security, reliability, usability, or legal compliance. Tomorrowfy will not materially reduce the core functionality of a paid service during a current term without a reasonable replacement or the Customer’s right to terminate the materially affected service and receive a pro-rata refund of prepaid fees for the unused period.

Planned and emergency maintenance is handled under the Service Level and Support Policy. Beta, preview, and evaluation features may be changed or discontinued and are excluded from service-level commitments unless an Order Form states otherwise.

5. Fees, invoicing, and taxes

The Customer will pay the fees stated in the Order Form. Unless the Order Form says otherwise, invoices are due within 14 days of receipt and fees are exclusive of applicable value-added or similar taxes. The Customer may withhold only amounts disputed in good faith and must explain the dispute before the due date. Statutory default interest and recovery costs apply to overdue undisputed amounts.

Fees are fixed during the Initial Term. For each Renewal Term, the fees increase by 5% unless the Order Form defines different renewal pricing. Tomorrowfy will not apply an additional renewal increase that is not stated in the Order Form or this clause.

6. Term, renewal, suspension, and termination

The initial contract term is 24 months from the service start date stated in the Order Form (Initial Term). The contract automatically renews for successive 24-month periods (each a Renewal Term) unless either party gives written notice of non-renewal at least three months before the end of the then-current term.

Either party may terminate for cause if the other party materially breaches the contract and does not cure the breach within 30 days after written notice. No cure period is required where the breach cannot reasonably be cured, including insolvency or a serious unlawful use of the service.

Tomorrowfy may suspend affected access to prevent a material security risk, unlawful use, harm to the service or third parties, or continued non-payment of undisputed fees after at least 10 days’ additional written notice. Tomorrowfy will limit the suspension to what is reasonably necessary and restore access promptly when the reason ends.

On termination, access ends and each party must return or destroy the other party’s Confidential Information on request, subject to legal retention duties. Customer Data is exportable during the term using available service functions or with reasonable assistance. Tomorrowfy deletes Customer Data as described in the DPA. Accrued payment obligations and provisions intended to survive remain effective.

7. Confidentiality

Confidential Information means non-public information disclosed by or on behalf of a party that is marked confidential or should reasonably be understood as confidential, including Customer Data, security information, product plans, pricing, and source code. It excludes information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

Each party will use the other party’s Confidential Information only to perform or exercise rights under the contract, protect it with at least reasonable care, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality. A legally required disclosure is permitted if the receiving party gives advance notice where legally allowed and limits the disclosure. These duties continue for five years after termination; trade secrets and personal data remain protected for as long as their nature or applicable law requires.

8. Intellectual property

Tomorrowfy and its licensors retain all rights in the service, software, documentation, templates, methods, and improvements. The Customer retains all rights in Customer Data and Customer-provided materials. If the Customer gives feedback, Tomorrowfy may use it without restriction or payment, provided it does not identify the Customer or disclose Customer Confidential Information.

9. Data protection and security

Each party will comply with applicable data-protection law. Where Tomorrowfy processes personal data for the Customer, the DPA applies. Tomorrowfy maintains the Technical and Organizational Measures (TOMs) and the current Subprocessor and Data Location List. Security concerns should be sent to security@tomorrowfy.com and privacy matters to privacy@tomorrowfy.com.

10. Warranties

Tomorrowfy warrants that the paid service will materially conform to its documentation and will be provided with reasonable skill and care. The Customer must notify Tomorrowfy of a reproducible material non-conformity. Tomorrowfy will use reasonable efforts to correct it; if correction is not commercially reasonable within a reasonable period, either party may terminate the materially affected service and Tomorrowfy will refund prepaid fees for its unused period.

Except for the express warranties in the contract, the service is provided without implied warranties to the extent permitted by law. Tomorrowfy does not warrant uninterrupted or error-free operation, a particular business outcome, or third-party platforms outside its control.

11. Liability

Each party is liable without limitation for intent, gross negligence, injury to life, body or health, fraud, an expressly assumed guarantee, and liability that cannot legally be limited, including mandatory product-liability law.

For slight negligence, a party is liable only for breach of a material contractual duty whose performance is essential to the contract and on which the other party may ordinarily rely. That liability is limited to the damage typical for the contract and reasonably foreseeable when the contract was concluded. Each party’s aggregate liability under this paragraph is capped at the fees paid or payable for the affected service in the 12 months before the event giving rise to liability; if the event occurs in the first 12 months, the cap is the fees payable for the first 12 months.

Subject to the unlimited-liability cases above, neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, or loss of goodwill. Service credits are the Customer’s exclusive monetary remedy for a failure to meet the uptime commitment, without limiting termination rights or claims arising from the unlimited-liability cases. The liability limitations apply to contractual and non-contractual claims and to personnel and agents.

12. General

Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The affected party will notify the other and take reasonable steps to reduce the impact. Neither party may assign the contract without the other’s consent, which will not be unreasonably withheld, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the contract.

Notices may be sent by email to the addresses in the Order Form. A notice of breach, non-renewal, or termination must clearly state its purpose. Notices to Tomorrowfy may be sent to support@tomorrowfy.com and to its registered address.

The contract is governed by German law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. If the Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive venue is Munich, Germany. Mandatory statutory venues remain unaffected.

The contract is the entire agreement on its subject. Amendments must be in text form, including email or accepted electronic order, unless stricter form is legally required. If a provision is ineffective, the remaining provisions continue and statutory law replaces the ineffective provision. A failure to enforce a right is not a waiver. The parties are independent contractors.

Company and contacts

• Customer support and contractual notices: support@tomorrowfy.com
• Privacy: privacy@tomorrowfy.com
• Security: security@tomorrowfy.com
• Website: www.tomorrowfy.com