Merchant Terms of Service

1. The agreement

These terms are between Hassan Javed, an individual operating Referclan from Lahore, Punjab, Pakistan ("Referclan", "we"), and the business that installs the Referclan Shopify app ("you"). You accept them by installing or using the app. The person accepting confirms that they can bind the business, and that the business uses Referclan for trade purposes, not as a consumer.

The Data Processing Terms and the Privacy Policy form part of this agreement.

2. The service

Referclan helps you run creator affiliate and customer-referral programmes for your Shopify store:

referral links and discount codes, managed in your Shopify store;
attribution of orders to creators and referrers, with an explanation for each decision;
commission and reward calculation, with refund handling;
payout preparation, exports and records;
the creator portal and the customer-referral portal;
staff access.

Referclan is software. It does not hold or move money, and it is not a payment provider or a financial, legal or tax adviser.

3. Private beta

During the private beta, Referclan is free. There is no live billing, annual contract or lifetime deal.
Access is by invitation and limited to approved stores. It may include exposure limits (for example, a cap on commission exposure per merchant) and a manual review of your first payout run.
The beta is pre-release software. Features may change, be limited or be withdrawn, and defects are more likely than in a generally available product. See referclan.com/beta-limitations.
We may end the beta, or move it to paid plans (section 10), with at least 30 days' notice.

4. Your responsibilities

You are responsible for:

Your programme: its design, terms, offers, discounts, commissions and rewards, and the decision to pay or withhold any amount.
Payouts: you pay creators and referrers yourself, outside Referclan.
Taxes on anything you pay or offer.
Advertising and disclosure: your marketing, and your creators' endorsement and disclosure obligations.
Participants: your relationships with creators, referrers and customers, and their conduct in your programme.
Reviewing before you act: you review commissions, rewards, payout runs and reports before approving payouts or making significant programme decisions. Referclan's fraud signals and explanations help that review; they are not final determinations.
Privacy and consent: you have a lawful basis to share shopper and participant data with Referclan, and you comply with privacy and marketing-consent rules. Referclan sends promotional referral email only to shoppers Shopify reports as subscribed.
Account security: you keep your Shopify account and staff access secure, and remove staff who should no longer have access.

5. Discount codes

Referclan creates and manages discount codes in your Shopify store for your programmes. Discounts redeemed by shoppers are your commercial decision and your cost. Referclan uses Shopify's first-time-customer restriction for friend offers, and stops renewing codes when a programme is paused. Referclan is not responsible for discounts used through channels it doesn't control, for example a code shared publicly or applied by another app.

6. Data and intellectual property

You keep ownership of your store data. You can export your programme data while you use Referclan.
Each party's data-protection role and obligations are set out in the Data Processing Terms.
When you uninstall, Referclan revokes its Shopify access and handles Shopify's shop-redaction request.
Referclan owns the service and its software. You receive a non-exclusive, non-transferable right to use it for your store during this agreement.
If you send us feedback, we may use it without obligation to you.

7. Acceptable use

Do not use Referclan to:

break the law or Shopify's terms;
send unsolicited messages;
run deceptive or unlawful programmes;
interfere with or probe the security of the service;
access other merchants' data;
copy, resell or reverse-engineer the service.

8. Suspension and termination

You can stop at any time by uninstalling the app.
We may end your access with 30 days' notice.
We may suspend or end access immediately, with notice where we reasonably can, if we reasonably believe there is fraud, abuse, a security risk, a breach of these terms or of Shopify's terms, or a legal requirement.
Sections 4, 6, 11–15 and 17, and any accrued payment obligations, survive termination.

9. Availability and support

During the beta there is no service level or uptime commitment. Support is by email at hello@referclan.com, on a reasonable-efforts basis.

10. Fees after the beta

Paid plans, if any, will be offered with at least 60 days' notice before any charge. Charges apply only after you accept them through Shopify billing, and apply only to the period after acceptance.

11. Disclaimers

To the extent permitted by law, the service is provided "as is" and "as available", without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

In particular, Referclan does not guarantee:

uninterrupted or error-free operation;
that attribution, commissions, rewards, payouts or reports will be complete or accurate in every case;
that fraud or abuse will be detected or prevented;
any sales, revenue, referrals or other commercial result.

12. Third-party services

Referclan depends on services it doesn't control, including Shopify and its hosting, storage and email providers. Referclan is not responsible for their outages, errors, changes or withdrawal of access, or for anything else outside its reasonable control. Your use of Shopify is governed by your agreement with Shopify. This does not reduce Referclan's obligations for its sub-processors under the Data Processing Terms.

13. Fraud and misconduct by others

Referclan is not responsible for fraud, abuse or misconduct by you, your staff, creators, referrers, customers, attackers or other third parties, including fraudulent orders and discount or reward abuse, except to the extent that Referclan's own breach of this agreement caused the loss.

14. Limitation of liability

14.1 Excluded losses. Neither party is liable to the other for any indirect, consequential, incidental, special or punitive damages, or for any loss of profits, revenue, business, goodwill or anticipated savings, however caused, even if it was foreseeable.

14.2 Cap. Each party's total liability arising out of or relating to this agreement, under any legal theory, is limited to the greater of:

(a) the fees you paid Referclan in the 12 months before the event giving rise to the claim; and
(b) USD 100.

14.3 Exceptions. Sections 14.1 and 14.2 do not limit:

(a) your indemnity obligations under section 15;
(b) your liability for fees owed, or for misuse of the service under section 7;
(c) any liability that cannot be limited or excluded by law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

14.4 Data-protection law. These limits apply to the Data Processing Terms to the extent applicable data-protection law permits. Where the EU Standard Contractual Clauses or the UK Addendum apply to a transfer, they apply as written to that transfer.

15. Your indemnity

You will defend and indemnify Referclan and its affiliates, officers and employees against third-party claims, and the resulting losses and reasonable legal costs, to the extent they arise from:

(a) your programme, including its terms, offers, discounts, rewards, commissions and payouts;
(b) your products, advertising or content;
(c) taxes on amounts you pay or offer;
(d) the instructions you give, or the data you provide, to Referclan;
(e) your breach of law, or of section 7.

We will notify you promptly of the claim, let you control its defence (we may join with our own counsel at our cost), and give reasonable cooperation. You may not settle a claim in a way that imposes an obligation on Referclan without our written consent.

16. Changes to these terms

We will give at least 30 days' notice of material changes, by email or in the app. Continuing to use Referclan after that date means you accept the change. If you don't accept it, you can uninstall.

17. General

Governing law and courts: these terms, and any dispute arising out of or relating to them, are governed by the laws of Pakistan. The courts at Lahore, Pakistan have exclusive jurisdiction.
Entire agreement: this agreement, with the Data Processing Terms and Privacy Policy, is the whole agreement on its subject.
Order of precedence: on data protection, the Data Processing Terms prevail; otherwise these terms prevail.
Severability: if any provision is unenforceable, it is enforced to the maximum extent permitted, and the rest of the agreement remains in effect.
Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party services.
Assignment: you may not assign this agreement without our consent. We may assign it, with notice to you, to a company formed to operate Referclan, or in a merger, acquisition or sale of the business.
No waiver: a delay in enforcing a right is not a waiver of it.
Notices: to you, at your store's contact email; to us, at hello@referclan.com or by post to M Block, Johar Town, Lahore, Punjab, Pakistan.