Terms of Service

Effective date: 07 Oct 2025

1. Agreement

These Terms of Service (“Terms”) govern your access to and use of Convomesh (the “Service”) provided by Melbourne Digital Group Pty Ltd (ABN 69640635561) (“we”, “us”). By using the Service, you agree to these Terms.

2. Account and Eligibility

• You must have authority to bind the merchant entity using the Service.
• You are responsible for the accuracy of information provided and for maintaining account security.

3. Access and Use

• We grant you a non‑exclusive, non‑transferable right to use the Service for your internal business purposes.
• You will comply with our Acceptable Use Policy and all applicable laws.
• You will not reverse engineer, interfere with, or misuse the Service.

4. Merchant Data

• You retain ownership of your data. You grant us a license to process data to provide the Service.
• We process personal data as described in our Privacy Policy and any applicable DPA.

5. Plans, Fees, and Taxes

• Fees are as described on /pricing or your order form. Taxes are your responsibility.
• External billing: For AI CRM features, billing may be handled by Convomesh directly (outside Shopify Billing). See Billing & Refund Policy.
• We may update pricing upon renewal or with notice as permitted by your plan.

6. Confidentiality

Each party will protect the other’s confidential information with reasonable care and use it only for the purposes of these Terms.

7. Security and Availability

We implement administrative, technical, and physical measures to protect data and maintain availability consistent with our documentation and SLAs (if applicable to your plan). See Security and SLA.

8. Sub‑processors

We may use sub‑processors to deliver the Service (e.g., cloud hosting, email delivery). We remain responsible for their performance.

9. Compliance

You are responsible for obtaining all necessary rights and consents to use the Service with your data and for complying with laws applicable to your business, including privacy and electronic communications laws.

10. IP and Feedback

• We own all rights in the Service, software, and documentation.
• Feedback you provide may be used by us without restriction or obligation.

11. Warranties and Disclaimers

The Service is provided “as is” and “as available” without warranties of any kind, except as expressly stated in writing.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages. Our aggregate liability is limited to fees paid for the 12 months preceding the claim.

13. Indemnification

You will indemnify us against third‑party claims arising from your misuse of the Service or violation of these Terms or applicable laws.

14. Term, Suspension, and Termination

• These Terms apply for the subscription term. Either party may terminate for material breach not cured within 30 days.
• We may suspend access for non‑payment, security risk, legal requirement, or violation of the Acceptable Use Policy.

15. Governing Law; Venue

These Terms are governed by the laws of Victoria, Australia, without regard to conflict of law principles. The courts of Victoria, Australia have exclusive jurisdiction.

16. Notices

Legal entity: Melbourne Digital Group Pty Ltd (ABN 69640635561). Registered address: Melbourne, VIC 3000, Australia. Notices and inquiries to msango@convomesh.com.

17. Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies under the Australian Consumer Law that cannot be excluded, restricted, or modified by agreement.

18. Changes

We may update these Terms. Material changes will be notified or posted with an updated effective date.

19. Survival

Sections relating to confidentiality, IP, limitations of liability, indemnification, and governing law survive termination.

20. Partner Network — Supplier Terms

Effective date: 01 Jul 2026.

These Partner Network terms apply when you enable “Allow other brands to sell my products” and supply your products to the Convomesh partner network. They form part of these Terms.

• What you get. Your products become available for other network stores to feature and sell to their shoppers — a new sales channel with no setup, monthly, or listing fees, and you can turn it off at any time.
• Referral commission. When the network generates a sale of one of your products, you pay a commission of 10% of the item price (minimum US$2.50, maximum US$15.00) per item, charged only on sales the network generates.
• Processing fees. Each sale also carries standard processing fees of 1.96% + US$2.00 plus a Stripe payment fee, per order. Stripe’s payment-processing fees are controlled by Stripe for processing payment methods securely; they are set by Stripe and vary by country and payment method, and you can review them at stripe.com. Dollar amounts are in US dollars.
• Refunds. If you refund a sale, you return the sale amount to the customer; the referral commission for that sale is reversed, but processing fees already incurred on the original sale are non-refundable (standard for card payments).
• Your pricing and control. Your prices, inventory, descriptions, shipping rates, and available countries sync from your Shopify store — what you sell for is what the network sells for. You choose which products are included and may exclude products or disable supply at any time. Disabling stops new network sales; orders already placed are honoured.
• Optional shopper membership. The network offers shoppers an optional paid membership. When a member buys your products, that order receives free shipping and a 10% discount, and you (the supplying brand) bear the cost of that free shipping and 10% discount on your products for that order, in addition to the commission above. Membership applies only to member orders (typically larger multi‑brand baskets) and is the only discount applied to your products through the network.
• Fulfilment and support. Network orders arrive in your Shopify like any other order. You are responsible for fulfilment, shipping, returns, refunds, and customer support for your products in line with your own policies.
• Payouts. You are paid for your sales (net of the referral commission, processing fees, and any applicable membership amounts) to your connected Stripe account.
• Changes to these terms. We may update these Partner Network terms from time to time, including the fees above. When we make a material change, we will notify you and prompt you to review and accept the updated terms in your dashboard. So your sales are never interrupted, your products remain listed and continue to sell on the terms then in effect until you accept the update; by continuing to supply products to the network after an update takes effect, you accept the updated terms. If you do not wish to accept an update, you can turn off supply at any time in your dashboard, which stops new network sales (orders already placed are honoured).
• Your warranties. You warrant that you have all rights to list, sell, and ship the products you make available, that your product information is accurate, and that your products and their sale comply with applicable laws.
• Non‑exclusive; opt‑out. Participation is non‑exclusive and you may stop supplying at any time by turning the setting off.