Effective 13 November 2026
1.1 These terms are an agreement between you, the Shopify merchant installing or using our apps (“you”), and Groovy Limited (NZBN 9429050063062), trading as Groovy Apps, of 21/121 Ingram Road, Rukuhia, Hamilton 3204, New Zealand (“Groovy Apps”, “we”, “us”).
1.2 They cover every app we publish on the Shopify App Store under the Groovy Apps developer name, including Groovy Subscriptions and Groovy Order Editing (each an “App”), plus our websites, customer portals, support and any related services (together, the “Services”).
1.3 You accept these terms when you install an App, when you agree to them in an App, or when you keep using an App after we have told you about them, whichever happens first. If you install on behalf of a business, you confirm you are authorised to bind that business.
1.4 Our Privacy Policy explains how we handle personal information and forms part of these terms. Shopify’s own terms continue to govern your relationship with Shopify.
2.1 The Services are for businesses only. By using them you confirm you are acquiring them in trade, for the purposes of a business, and not as a consumer.
2.2 You must have an active Shopify store and be at least 18 years old.
3.1 Groovy Subscriptions lets you sell subscription products, manage subscription contracts, run renewals, apply discounts and offer your customers a self-service portal.
3.2 Groovy Order Editing lets you and your customers change orders after checkout, within the rules you configure, for example editing addresses, quantities or items, adding products, and collecting or refunding any price difference.
3.3 The Apps work by reading and writing data in your Shopify store through Shopify’s APIs. Payments are processed by Shopify and your payment provider, not by us. We never receive or store full card numbers.
3.4 We may add, change or remove features from time to time. If we remove a feature that is central to the plan you pay for, we will give you reasonable notice where we can.
4.1 Our plans and prices are shown on each App’s Shopify App Store listing. Fees are in US dollars and are billed by Shopify through your Shopify invoice on Shopify’s billing cycle (currently every 30 days).
4.2 Free trials, where offered, convert to the paid plan you chose unless you uninstall or downgrade before the trial ends.
4.3 Fees are not refundable, including for part periods, except where Shopify’s billing rules or the law require otherwise.
4.4 We may change our prices by giving you at least 30 days’ notice. A price change applies from your next billing cycle after the notice period.
4.5 Plan limits (for example, the number of active subscriptions or orders) are listed on the App Store listing. If you go over a limit, we may ask you to move to a higher plan.
5.1 Your settings. You choose how the Apps are configured, including selling plans, prices, discounts, renewal dates, edit windows, which changes customers can make, and the emails and notices they receive. You are responsible for checking that your configuration does what you intend before you rely on it, and for keeping an eye on renewals, edits and charges in your store.
5.2 Your customers. You are the seller to your customers. You are responsible for your own terms of sale, subscription and cancellation terms, refund policy, customer service, fulfilment and tax, and for complying with the laws that apply to your sales, including consumer protection, automatic-renewal, subscription, privacy and marketing laws in the places you sell to.
5.3 Consents and notices. You are responsible for giving your customers any notice, and getting any consent, needed for us to process their information on your behalf and for recurring charges to be made.
5.4 Fulfilment timing. Order edits and subscription changes only take effect in Shopify. If an order has already been picked, packed, shipped or sent to a third-party warehouse, an edit may not reach that warehouse in time. You are responsible for making sure your fulfilment process honours edits, or for setting edit windows that suit it.
5.5 Account security. Keep your Shopify staff accounts and access secure, and tell us promptly if you think someone has accessed the Services without permission.
5.6 Acceptable use. You must not use the Services to break the law or anyone else’s rights; sell prohibited goods; send spam; try to access other merchants’ data; probe, scan or overload our systems; or copy, resell or reverse engineer the Apps.
6.1 If we help you import or migrate data (for example, moving subscription contracts from another subscription app), you are responsible for giving us complete and accurate source data and for confirming the migration plan, including timing, before we run it.
6.2 Before any bulk migration goes live we will give you a sample or test run to check. You must review and approve it in writing (email is fine) before we migrate your full data set. After you approve, you are responsible for checking the migrated records and telling us promptly about any problems.
6.3 Any custom development, setup or other professional services will be agreed in writing, including what is included and any extra fees. Unless agreed otherwise, these terms apply to that work.
7.1 We work to keep the Services available and reliable, but we do not promise they will be uninterrupted or error-free. We may carry out maintenance, and will try to do it at quiet times.
7.2 The Apps depend on Shopify, payment providers, email providers, hosting providers and other third parties. We are not responsible for their outages or for changes they make (for example, Shopify changing or retiring an API), although we will make reasonable efforts to adapt.
8.1 We own the Apps, the Services and everything we create in providing them. We give you a non-exclusive, non-transferable right to use the Apps for your Shopify store while you are subscribed and comply with these terms.
8.2 Your store data and Customer Data (defined in section 11) remain yours, subject to your customers’ own rights over their personal information. You give us the rights we need to use that data to provide, secure and support the Services for you. We may also use aggregated, de-identified usage data that does not identify you or any individual (for example, how often a feature is used) to run and improve the Services.
8.3 If you send us suggestions or feedback, we can use them without any obligation to you.
9.1 Support is provided by email and through the contact form on our website. Unless we agree otherwise in writing, we do not promise particular response or resolution times.
10.1 We use reasonable technical and organisational measures to protect your data and your customers’ data.
10.2 No system is completely secure. If we become aware of unauthorised access to, or loss of, personal information we hold for you, we will tell you as soon as practicable, take reasonable steps to contain it, and give you the information you reasonably need to assess it and meet your own legal obligations.
10.3 The Apps are not a backup service for your store. Shopify remains the main record of your orders, customers and subscription contracts, and you should keep your own records of anything you need.
11.1 “Customer Data” means personal information about your customers that we receive through the Apps, such as names, email addresses, shipping and billing addresses, order details and the last four digits, expiry date and type of a payment card.
11.2 We hold Customer Data on your behalf, as your agent, for the purposes of section 11 of the Privacy Act 2020. We use it only to provide, secure and support the Services for you, on the instructions you give through your App settings and these terms, and as required by law. We do not use it for our own purposes and we do not sell it.
11.3 We use a small number of service providers (for example, hosting and email delivery providers) to run the Services. We will give you a current list of these providers on request.
11.4 We delete Customer Data as described in our Privacy Policy, including after you uninstall an App and when Shopify sends us a data deletion request. Export anything you need to keep before you uninstall.
11.5 You can contact our privacy officer at dpo@groovy.cloud.
11.6 If the law that applies to you requires a data processing agreement (for example, the EU or UK GDPR), contact us.
12.1 Except as expressly set out in these terms, the Services are provided “as is” and “as available”. To the extent permitted by law, we exclude all other warranties, conditions and guarantees, including any about fitness for a particular purpose or that the Services will achieve any particular result.
12.2 To the extent permitted by law, neither party is liable to the other for any loss of profit, revenue, sales, business, goodwill or data, or for any indirect or consequential loss, however caused, including by negligence, even if the loss was foreseeable.
12.3 Without limiting clause 12.2, we are not liable for loss caused by: your configuration or settings; information you or your customers provided; failed, declined or disputed payments; your fulfilment process or third-party warehouse; or the acts, outages or changes of Shopify or any other third party. We are also not liable for problems in a migration you approved under section 6.2 that your review should reasonably have caught. This clause does not apply to the extent the loss was caused by our breach of these terms or our negligence.
13.1 To the extent permitted by law, our total liability to you for all claims arising out of or in connection with these terms or the Services, whether in contract, tort (including negligence), under statute or otherwise, is limited to the greater of (a) the fees you paid us for the App concerned in the 12 months before the event giving rise to the claim, and (b) US$100.
13.2 Nothing in these terms limits or excludes liability for fraud, or any liability that cannot be limited or excluded by law.
14.1 You agree to cover us for any loss or reasonable cost we incur because of a claim by a third party (including your customers or Shopify) to the extent the claim arises from your products, your terms of sale, your configuration of the Apps, your breach of these terms or your breach of any law. This does not apply to the extent the claim was caused by us, or to any fine or penalty that the law does not allow to be indemnified.
14.2 We will tell you promptly about any claim covered by clause 14.1, let you manage the defence and any settlement (at your cost), and give you reasonable help. We will not settle such a claim without your agreement, which you will not unreasonably withhold.
15.1 Each of us will keep confidential any non-public information the other shares in connection with the Services (including your store data and our product plans and code) and use it only for the purposes of these terms. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.
16.1 You and we are both in trade and agree that, to the extent permitted by law:
(a) the Consumer Guarantees Act 1993 does not apply to the Services, as permitted by section 43 of that Act; and
(b) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, as permitted by section 5D of that Act.
16.2 We both agree it is fair and reasonable to be bound by this section, given that the Services are provided to businesses for business purposes at a low monthly fee, and that the fees reflect the limits on our liability in these terms.
16.3 This section only affects the position between you and us. It does not limit the Commerce Commission’s powers, or any right that the law does not allow to be excluded.
17.1 You can stop using an App at any time by uninstalling it. Uninstalling ends your billing from Shopify’s next cycle under Shopify’s rules.
17.2 We can suspend or end your access if you breach these terms and, where the breach can be fixed, you have not fixed it within 10 business days of our notice. We can suspend straight away, without waiting, if you fail to pay or your use puts the Services, other merchants or your customers at risk.
17.3 We can also end your access for any reason by giving you at least 30 days’ notice. If we do, we will refund any fees you have paid for the period after your access ends.
17.4 Before you uninstall, or before our notice period ends, you can ask us for reasonable help to export your data so you can move to another app. When access ends, your right to use the App stops and we will deal with your data as set out in section 11. Sections 8, 12, 13, 14, 15, 16, 20 and 21 continue to apply after these terms end.
18.1 We are not liable for any failure or delay caused by events beyond our reasonable control, including outages or changes at Shopify or other providers, internet or power failures, cyber attacks we could not reasonably have prevented, natural disasters, pandemics or government action.
19.1 We may update these terms. If a change materially affects you, we will give you at least 30 days’ notice by email or in the App before it takes effect. If you do not agree with the change, you can uninstall before it takes effect. Continuing to use the Services after that date means you accept the updated terms.
20.1 These terms are governed by the laws of New Zealand, and the courts of New Zealand have exclusive jurisdiction.
20.2 Before starting court proceedings (other than for urgent relief), each party will try in good faith to resolve the dispute by talking it through for at least 20 business days after written notice of the dispute.
21.1 These terms, our Privacy Policy and any written agreement under section 6.3 are the whole agreement between us about the Services. If they conflict, a written agreement under section 6.3 wins, then these terms, then the Privacy Policy. These terms also win over our App Store listings, website and other marketing material.
21.2 If any part of these terms is unenforceable, the rest continues to apply.
21.3 You may not transfer these terms without our written consent. We may transfer them to a related company, or to a buyer of the relevant App, by giving you notice, as long as the transfer does not reduce your rights under these terms.
21.4 A failure or delay in enforcing any right is not a waiver of it.
21.5 We can send notices to the email address associated with your Shopify store. You can send notices to us through the contact form on our website.
Groovy Limited, trading as Groovy Apps, 21/121 Ingram Road, Rukuhia, Hamilton 3204, New Zealand. Reach us through the contact form.