Outfint for Brands – Terms of Service

1. The Service

Outfint for Brands is a fashion merchandising and recommendation platform designed to help merchants create and publish outfit-based product recommendations.

Depending on the features selected, the Service may enable merchants to:

• connect a Shopify catalogue or another catalogue source;
• import and synchronise product information;
• analyse fashion and product attributes;
• generate compatible product and outfit combinations;
• review and approve recommendations;
• publish approved recommendations through storefront components or other channels;
• monitor recommendation engagement and performance; and
• access related analytics, tools and services.

Features may change as the Service develops.

2. Business Use and Authority

The Service is intended for businesses and professional users.

By creating an account, installing the Service or otherwise accepting these Terms, you confirm that:

• you are at least 18 years old;
• you are using the Service for business purposes;
• information you provide is accurate and complete; and
• you are authorised to act on behalf of the relevant Merchant.

You are responsible for ensuring that only authorised personnel access your account.

3. Accounts

You are responsible for maintaining the confidentiality and security of account credentials.

You must promptly notify Outfint if you become aware of unauthorised access to your account or any other security incident affecting the Service.

You are responsible for activities performed through your account by people you have authorised to use it.

4. Shopify and Other Integrations

The Service may integrate with Shopify and other third-party platforms.

When you connect an integration, you authorise Outfint to access and process information made available through that integration to the extent necessary to provide the Service.

You are responsible for:

• maintaining an active and properly configured account with the relevant third-party platform;
• granting the permissions reasonably required for the Service;
• complying with the third party's applicable terms and policies; and
• ensuring that your use of the integration complies with applicable law.

Shopify and other third-party platforms are independent services. Outfint does not control their availability, APIs, policies or functionality.

Changes made by a third-party platform may affect the availability or operation of parts of the Service.

Outfint is not Shopify and is not responsible for Shopify's services.

5. Merchant Content

“Merchant Content” means information, data or materials supplied or made available by or on behalf of the Merchant, including:

• product information;
• product descriptions;
• product images and videos;
• catalogue feeds;
• prices;
• inventory information;
• collections;
• trademarks and branding;
• product attributes; and
• other information submitted to or accessed by the Service.

You retain ownership of your Merchant Content.

You grant Outfint a worldwide, non-exclusive licence during the term of your use of the Service to host, copy, process, analyse, transform, display and otherwise use Merchant Content to the extent reasonably necessary to:

• provide the Service;
• generate recommendations;
• operate integrations;
• provide analytics and support;
• maintain security; and
• perform our obligations under these Terms.

You represent and warrant that you have all rights and permissions necessary for Outfint to process Merchant Content in accordance with these Terms.

6. Product Images and Third-Party Rights

You are responsible for ensuring that product images, model photography, trademarks, descriptions and other materials provided to Outfint may lawfully be used for the purposes of the Service.

You must not provide content that infringes intellectual property, privacy, publicity or other rights of another person.

Outfint does not acquire ownership of the underlying product photographs, trademarks or other Merchant Content.

7. AI-Generated Recommendations

Outfint uses automated systems and artificial intelligence to analyse catalogue information and generate product compatibility information, outfit combinations and related recommendations.

AI-generated results are probabilistic and may occasionally:

• contain errors;
• classify products incorrectly;
• generate unsuitable combinations;
• omit relevant products; or
• produce recommendations that do not align with a Merchant's merchandising strategy.

The Merchant remains responsible for reviewing recommendations before publication.

Where approval functionality is provided, recommendations should not be treated as Merchant-approved until the Merchant has approved them.

Outfint does not guarantee that any recommendation will:

• increase sales;
• increase conversion rate;
• increase average order value;
• generate a particular amount of revenue;
• improve customer satisfaction; or
• achieve any other commercial outcome.

Any performance figures, industry research, forecasts, examples or illustrative results presented by Outfint are provided for informational purposes and are not guarantees of Merchant performance.

8. Generated Outputs

The Service may generate outfit combinations, compatibility rankings, labels, descriptions, classifications, metadata or other outputs (“Generated Outputs”).

Subject to these Terms and any applicable third-party rights, the Merchant may use Generated Outputs produced for its catalogue in connection with its business, storefront, merchandising and marketing activities.

Merchant Content incorporated into Generated Outputs remains owned by the Merchant or its applicable rights holder.

Outfint retains all rights in the underlying technology, models, algorithms, recommendation systems, software and methodologies used to generate those outputs.

9. Outfint Intellectual Property

Outfint and its licensors retain all rights, title and interest in and to:

• the Service;
• software and source code;
• APIs;
• recommendation algorithms;
• AI and machine-learning systems;
• models and methodologies;
• interface designs;
• databases and data structures;
• documentation;
• Outfint branding; and
• improvements and derivative technology.

Except for the limited rights expressly provided under these Terms, no rights in Outfint intellectual property are transferred to the Merchant.

You may not copy, reverse engineer, decompile, resell, sublicense or attempt to extract the underlying source code, algorithms or models of the Service except where such restriction is prohibited by law.

10. Feedback

If you provide suggestions, comments or feedback about the Service, you grant Outfint the right to use that feedback to develop and improve its products and services without payment or restriction.

We will not identify you publicly as the source of feedback without permission.

11. Aggregated and Anonymous Information

Outfint may create and use aggregated or anonymised information derived from use of the Service where that information no longer identifies the Merchant, its users or individual shoppers.

We may use such information to:

• understand Service usage;
• improve recommendation systems;
• measure Service performance;
• develop features;
• generate statistical insights; and
• operate and improve our business.

Nothing in this section permits Outfint to publicly disclose the Merchant's confidential business information in identifiable form.

12. Acceptable Use

You must not use the Service to:

• violate applicable law;
• infringe the rights of another person;
• upload malicious software;
• interfere with Service security or operation;
• obtain unauthorised access to accounts or systems;
• scrape or extract the Service except through authorised interfaces;
• reverse engineer or attempt to reproduce Outfint's technology;
• use the Service to build or train a competing recommendation system using Outfint's proprietary outputs or technology;
• submit content you do not have the right to use; or
• use the Service in a fraudulent, deceptive or abusive manner.

We may suspend access where we reasonably believe use of the Service creates a security risk, breaches these Terms or exposes Outfint or another party to material legal risk.

13. Storefront Responsibilities

The Merchant controls its storefront and is responsible for determining how recommendations are presented to shoppers.

The Merchant is responsible for:

• product information displayed to customers;
• prices and promotions;
• availability and inventory;
• product descriptions;
• consumer disclosures;
• checkout and fulfilment;
• refunds and returns;
• consumer-law compliance;
• accessibility obligations applicable to its storefront;
• tax obligations;
• tracking and cookie consent where required; and
• determining which Outfint recommendations are published.

A shopper's purchase is a transaction between the shopper and the Merchant. Outfint is not the seller of the Merchant's products.

14. Analytics

Where analytics features are provided, metrics may include recommendation impressions, engagement, conversion, influenced revenue or similar measurements.

Analytics may rely on attribution methodologies and technical signals and therefore may not correspond exactly to figures reported by Shopify, analytics platforms, advertising systems or accounting systems.

Analytics are provided to assist merchandising decisions and should not be treated as audited financial information.

15. Fees and Payment

Fees, subscription periods, usage allowances and other commercial terms are those shown in the applicable plan, Shopify billing screen, order form, statement of work, pilot agreement or other written commercial agreement.

Unless stated otherwise:

• fees are exclusive of applicable taxes;
• the Merchant is responsible for applicable VAT, sales tax or similar taxes;
• charges may be processed through Shopify or another authorised billing provider; and
• payment obligations already accrued are not cancelled by termination.

If a separate signed order form, pilot agreement or statement of work contains commercial terms that conflict with these Terms, the signed document takes priority for that conflict.

16. Trials, Pilots and Founding Programs

Outfint may offer free trials, pilot programmes, Founding Partner programmes or other promotional arrangements.

Additional conditions may apply to those programmes.

Unless otherwise agreed in writing, participation in a pilot does not guarantee:

• future availability of the Service;
• continued free access;
• a particular feature roadmap;
• exclusivity;
• future pricing; or
• any particular commercial result.

Outfint and the Merchant may agree separate pilot objectives and deliverables in writing.

17. Confidentiality

Each party may receive non-public information from the other party that is confidential by its nature or circumstances (“Confidential Information”).

Each party agrees to:

• use Confidential Information only as necessary for the relationship between the parties;
• protect it using reasonable care; and
• disclose it only to personnel, contractors and advisers who need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that:

• becomes public through no breach of these Terms;
• was lawfully known to the receiving party before disclosure;
• is independently developed without using the other party's Confidential Information; or
• is lawfully received from a third party without confidentiality restrictions.

A party may disclose Confidential Information where required by law, provided it gives advance notice where legally permitted.

18. Privacy and Data Protection

Each party must comply with applicable data protection and privacy laws relevant to its activities under these Terms.

Outfint's processing of personal information as an independent controller is described in the Outfint for Brands Privacy Policy.

Where Outfint processes personal information on behalf of the Merchant, the Data Processing Terms in Section 29 apply.

The Merchant is responsible for ensuring that it has a lawful basis and has provided all required notices or obtained all required consents for personal information it instructs Outfint to process.

19. Security

Outfint will maintain appropriate technical and organisational security measures designed to protect personal information and Merchant Content against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.

The Merchant acknowledges that no internet-based service can guarantee absolute security.

20. Service Availability and Changes

We aim to make the Service available reliably but do not guarantee uninterrupted or error-free availability.

The Service may occasionally be unavailable due to:

• maintenance;
• updates;
• infrastructure failures;
• third-party platform outages;
• security incidents;
• events outside our reasonable control; or
• changes to third-party APIs.

We may modify the Service over time, including adding, changing or removing features.

We will take reasonable steps to avoid materially reducing paid core functionality without appropriate notice where practicable.

21. Beta and Experimental Features

Some features may be identified as beta, preview, experimental or early-access functionality.

Such features may change or be withdrawn and may contain more errors than generally available features.

Unless otherwise agreed, beta features are provided without commitments regarding continued availability.

22. Warranties

Outfint will provide the Service with reasonable care and skill.

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided on an “as available” basis and we exclude implied warranties or conditions relating to merchantability, fitness for a particular purpose and non-infringement where legally permitted.

We do not warrant that:

• the Service will be uninterrupted or error-free;
• every recommendation will be accurate;
• every integration will remain compatible with third-party platforms;
• Generated Outputs will be unique; or
• use of the Service will produce specific commercial results.

Nothing in these Terms excludes rights or warranties that cannot lawfully be excluded.

23. Limitation of Liability

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot lawfully be excluded or limited.

Subject to the above, and to the maximum extent permitted by applicable law, neither party will be liable to the other for:

• loss of profit;
• loss of anticipated savings;
• loss of business;
• loss of opportunity;
• loss of goodwill; or
• indirect or consequential loss,

except to the extent such loss cannot lawfully be excluded or limited.

Outfint does not accept responsibility for losses arising solely from:

• decisions made by the Merchant based on AI-generated recommendations or analytics;
• inaccurate, incomplete or outdated information supplied by the Merchant or a third-party platform;
• changes, interruptions or failures of Shopify or another third-party service; or
• recommendations published by the Merchant without appropriate review,

except to the extent that such loss results from Outfint's breach of these Terms, negligence or other liability that cannot lawfully be excluded.

Nothing in these Terms limits or excludes any rights or remedies that cannot lawfully be limited or excluded under applicable law.

24. Merchant Indemnity

To the extent permitted by law, the Merchant will be responsible for claims brought against Outfint arising directly from:

• Merchant Content that infringes third-party rights;
• the Merchant's unlawful use of the Service;
• the Merchant's breach of its consumer, privacy or ecommerce obligations; or
• products sold by the Merchant,

except to the extent the claim was caused by Outfint's breach of these Terms, negligence or unlawful conduct.

25. Suspension

We may suspend all or part of the Service where reasonably necessary because:

• fees are materially overdue;
• the Merchant has materially breached these Terms;
• continued use presents a security risk;
• continued use could breach applicable law or third-party platform requirements; or
• suspension is required by a competent authority.

Where reasonably possible, we will provide notice and an opportunity to resolve the issue.

26. Termination

Either party may terminate the Service according to the applicable subscription, order form or commercial agreement.

Where no separate termination period has been agreed, the Merchant may stop using the Service and uninstall applicable integrations at any time.

Either party may terminate for material breach if the other party fails to remedy a remediable breach within a reasonable period after written notice.

We may terminate immediately where continued provision of the Service would be unlawful or create a serious security risk.

27. Effect of Termination

Following termination:

• the Merchant's right to access the Service ends;
• Outfint's access to connected third-party platforms will be removed according to the relevant integration process;
• outstanding fees remain payable;
• each party must continue to protect the other's Confidential Information; and
• personal information processed on behalf of the Merchant will be returned, deleted or anonymised according to the Data Processing Terms and applicable law.

Provisions which by their nature should survive termination will remain effective, including provisions relating to intellectual property, confidentiality, accrued payment obligations, liability and governing law.

28. Changes to These Terms

We may update these Terms from time to time to reflect changes to the Service, applicable law, security requirements or our business.

If a change materially affects existing paid customers, we will provide reasonable notice before the change takes effect unless an earlier change is necessary for legal or security reasons.

Continued use after the effective date of updated Terms constitutes acceptance where permitted by law.

29. Data Processing Terms

This Section applies where Outfint processes personal information on behalf of the Merchant and is intended to form a binding data processing agreement between the parties.

29.1 Roles

For Merchant Personal Data processed by Outfint solely on behalf of the Merchant:

• the Merchant is the controller, or a processor acting on behalf of another controller; and
• Outfint is the processor or sub-processor, as applicable.

“Merchant Personal Data” means personal information processed by Outfint on behalf of the Merchant in connection with the Service.

29.2 Processing Instructions

Outfint will process Merchant Personal Data only:

• on the Merchant's documented instructions;
• as necessary to provide the Service;
• as described in these Terms and applicable order documentation; or
• where required by applicable law.

If applicable law requires processing outside the Merchant's instructions, Outfint will inform the Merchant before processing unless legally prohibited from doing so.

The Merchant's use and configuration of the Service constitutes documented instructions.

29.3 Details of Processing

Subject matter: provision of Outfint for Brands, including catalogue integrations, recommendation generation, storefront components, analytics, support, hosting and related functionality.

Duration: for the period during which Outfint provides the Service and any limited retention period required for deletion, backups or legal obligations.

Nature and purpose: collection, transmission, hosting, organisation, analysis, retrieval, consultation, measurement, deletion and other processing necessary to provide the Service.

Categories of data subjects may include:

• Merchant employees and authorised users;
• Merchant customers;
• storefront visitors; and
• individuals appearing in Merchant-provided content.

Types of personal information may include, depending on enabled features:

• names and business contact information of Merchant users;
• account identifiers;
• IP addresses and online identifiers;
• browser and device information;
• storefront interaction information;
• product interaction information;
• cart and purchase events;
• order or transaction identifiers;
• purchased product information;
• transaction values;
• timestamps; and
• other personal information made available through integrations where required for enabled functionality.

The Service is not designed to require payment card data or special-category personal information.

The Merchant must not intentionally submit special-category information, payment-card data or other highly sensitive personal information unless Outfint has expressly agreed in writing to process that information.

29.4 Confidentiality

Outfint will ensure that personnel authorised to process Merchant Personal Data are subject to appropriate confidentiality obligations.

29.5 Security

Outfint will implement appropriate technical and organisational measures taking into account:

• the state of the art;
• implementation costs;
• the nature, scope, context and purposes of processing; and
• risks to individuals.

29.6 Sub-processors

The Merchant gives Outfint general authorisation to engage sub-processors where reasonably necessary to provide the Service.

Outfint will ensure that each sub-processor processing Merchant Personal Data is subject to data protection obligations that provide an appropriate level of protection.

Outfint remains responsible for the performance of its data protection obligations by its sub-processors to the extent required by applicable law.

Where required by applicable law, Outfint will provide reasonable notice of material changes to sub-processors and an opportunity for the Merchant to raise reasonable data-protection objections.

29.7 International Transfers

Outfint will ensure that international transfers of Merchant Personal Data are made using an appropriate lawful transfer mechanism where required.

This may include an adequacy decision, Standard Contractual Clauses, the UK International Data Transfer Agreement or the UK Addendum.

29.8 Data Subject Requests

Taking into account the nature of the processing, Outfint will provide reasonable assistance to the Merchant with requests from individuals exercising their applicable data protection rights.

If Outfint receives a request directly relating to Merchant Personal Data, it may refer the requester to the Merchant unless legally required to respond directly.

29.9 Security Incidents

Outfint will notify the Merchant without undue delay after becoming aware of a personal data breach affecting Merchant Personal Data where notification is required under applicable data protection law.

Outfint will provide information reasonably available to it that the Merchant requires to assess and respond to the incident.

29.10 Compliance Assistance

Taking into account the nature of the processing and information reasonably available to Outfint, Outfint will provide reasonable assistance relating to:

• security obligations;
• personal data breach notifications;
• data protection impact assessments; and
• consultations with supervisory authorities,

where required under applicable data protection law.

29.11 Deletion and Return

Following termination of the Service, Outfint will, at the Merchant's choice and where reasonably practicable, delete or return Merchant Personal Data and delete remaining copies unless retention is required by applicable law.

Information contained in backups may remain until the relevant backup is overwritten or deleted according to Outfint's normal retention cycle, provided it remains protected and is not used for other purposes.

29.12 Compliance Information and Audits

Outfint will make available information reasonably necessary to demonstrate compliance with its applicable processor obligations.

Where required by applicable data protection law, Outfint will permit reasonable audits relating to those obligations.

Audits must:

• be subject to reasonable prior notice;
• occur no more frequently than reasonably necessary unless required following a material security incident or by a supervisory authority;
• protect Outfint's confidential information and other customers' information; and
• avoid unreasonable disruption to Outfint's business.

Where appropriate, independent audit reports, certifications or other compliance documentation may be used to satisfy audit requests before an onsite inspection is required.

29.13 Merchant Responsibilities

The Merchant is responsible for ensuring that:

• its instructions comply with applicable law;
• it has a lawful basis for Merchant Personal Data processed through the Service;
• appropriate privacy notices are provided;
• legally required consent is obtained;
• data supplied to Outfint is relevant and proportionate; and
• its use of Outfint's storefront and analytics functionality complies with applicable privacy and electronic communications laws.

30. Notices

Legal notices to Outfint may be sent to contact@outfint.com.

We may send notices to the email address associated with the Merchant's account or through the Service.

31. Assignment

The Merchant may not transfer these Terms without Outfint's prior written consent, except as part of a genuine corporate reorganisation or sale of substantially all of the Merchant's business.

Outfint may assign these Terms in connection with a merger, reorganisation, financing or sale of all or substantially all of its relevant business or assets.

32. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including major internet failures, infrastructure outages, natural disasters, governmental action, war, civil disturbance or widespread third-party service disruption.

This does not excuse payment obligations already due.

33. Entire Agreement

These Terms, together with any applicable order form, statement of work, pilot agreement, Data Processing Terms and policies expressly incorporated into them, constitute the agreement between the parties relating to the Service.

They replace previous discussions or representations relating to the same subject matter, except in cases of fraud or fraudulent misrepresentation.

34. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

The unenforceable provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

35. Waiver

A failure or delay in enforcing a right under these Terms does not waive that right.

36. No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency between Outfint and the Merchant.

Neither party has authority to bind the other except where expressly agreed.

37. Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to these Terms has no right to enforce them.

38. Governing Law and Courts

These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over disputes arising from or relating to these Terms, except where applicable law requires otherwise.

39. Contact

For questions regarding these Terms, contact:

Outfint Technology Ltd
124–128 City Road
London EC1V 2NX
United Kingdom

Email: contact@outfint.com