# TERMS OF SERVICE Logiq AI Ltd.

**Last Updated:** June 27, 2026

Welcome to Logiq AI. These Terms of Service ("Agreement") constitute a legally binding contract between **Logiq AI Ltd.**, a company incorporated under the laws of England and Wales with company number [Company Number] and its registered office at [Registered Address, London, UK] ("Logiq AI", "we", "us", or "our") and the legal entity or sole proprietor executing this Agreement ("Customer", "merchant", "you", or "your").

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### 1. Scope, B2B Status, and Contract Formation

**1.1 Strict B2B Limitation.** The Services offered by Logiq AI are designed, intended, and provided exclusively for commercial business use, sole proprietorships, partnerships, or corporate entities operating within the e-commerce sector (specifically via the Shopify platform). 

*   **No Consumer Contracts:** You expressly represent and warrant that you are acting as a business, trader, or professional entrepreneur within the meaning of applicable consumer protection laws (including the UK Consumer Rights Act 2015 and EU Directive 2011/83/EU). 

*   **Rejection of B2C:** If you are a natural person seeking to use the Services for private, personal, or family purposes as a consumer, you are strictly prohibited from installing the application or creating an account.

**1.2 Contract Formation via Shopify.** The contract between Logiq AI and the Customer is legally formed and becomes effective at the exact moment the Customer installs the Logiq AI application within their Shopify store admin dashboard and confirms the initial subscription parameters (the "Effective Date").

**1.3 Governing Law and Jurisdiction.** This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the **laws of England and Wales**. The parties irrevocably agree that the **courts of London, England** shall have exclusive jurisdiction to settle any dispute or claim.

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### 2. Description of Services, AI Technology, and Technical Guardrails

**2.1 AI-Powered Services.** Logiq AI provides a cloud-based software-as-a-service (SaaS) platform that enables the Customer to deploy automated, artificial intelligence-driven voice agents ("Voice") and text-based chat agents ("Chat") within their Shopify e-commerce store. The Services are designed to handle customer support inquiries, provide product information, and assist end-users in navigating the Customer's retail catalog.

**2.2 Nature of Generative AI.** The Customer explicitly acknowledges that the Services utilize advanced generative artificial intelligence, Large Language Models (LLMs), and synthetic speech synthesis engines. The Customer understands that these technologies are inherently probabilistic and unpredictable. Consequently, Logiq AI does *not* warrant or guarantee that the outputs, statements, or verbal/textual interactions generated by the AI agents will always be accurate, complete, correct, or free from errors or "hallucinations."

**2.3 Hard-Coded Technical Guardrails.** To protect both parties and manage commercial risk, the AI agents are technically restricted by the following immutable system-level guardrails ("Guardrails"):

*   **Draft Orders Only:** The AI agent possesses no technical authority or capability to finalize, charge, or execute a binding financial transaction. The AI agent is strictly limited to compiling products into a Shopify "Draft Order" (Entwurf) and transmitting a standard checkout link to the end-user. 

*   **No Checkout Authority:** A legally binding purchase contract is formed exclusively when the natural person (the end-user) manually opens the provided checkout link and completes the transaction process on the secure Shopify platform checkout interface.

*   **Pricing Supremacy:** In the event that the AI agent verbalizes, displays, or communicates an incorrect, outdated, or hallucinated price to an end-user, the definitive legal price of the product shall be exclusively dictated by the active pricing data in the Customer's live Shopify master catalog at the moment of checkout.

*   **No Critical System Access:** The AI agent is technically isolated and has zero visibility, access, or writing privileges regarding end-user bank details, credit card numbers, or automated Shopify order cancellations.

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### 3. Customer Obligations, Voice Recording Consent, and AI Compliance

**3.1 Data Roles under Privacy Law.** The Customer acknowledges and agrees that with respect to all personal data processed via the Services (including but not limited to customer voice recordings, call transcripts, phone numbers, and chat histories), the Customer acts exclusively as the "Data Controller" and Logiq AI acts solely as the "Data Processor" under the UK GDPR, the EU GDPR, and equivalent international data protection laws. The Customer must execute Logiq AI’s Data Processing Agreement (DPA) prior to activating any live interaction channels.

**3.2 Strict Voice Recording Opt-In Mechanism.** To comply with applicable telecommunications, privacy, and criminal laws (including, without limitation, § 201 of the German Criminal Code (StGB) regarding the confidentiality of the spoken word), the Voice Services operate on a strict "Safe-by-Default" technical basis:

*   **Transaction-Only Mode (Modus A):** By default, all interactions start without permanent recording or transcription. If an end-user does not perform an affirmative action, the call remains unrecorded.

*   **Affirmative Opt-In Trigger (Modus B):** Core recording and transcription features are technically locked. They will only be initiated if the end-user performs a clear affirmative action during the greeting phase, specifically by pressing the hash key `[#]` via dual-tone multi-frequency (DTMF) signaling, or clicking the explicit audio consent trigger within the Webcall browser interface.

**3.3 Regional Restrictions and Technical Guardrails.** Logiq AI applies server-level technical restrictions based on the Customer’s registered Shopify billing country and the country prefix of the configured telephone numbers:

*   **DACH Jurisdiction (Strict Mode):** For Customers operating in or utilizing numbers from Germany, Austria, or Switzerland, the technical toggle to deactivate the compliance greeting while maintaining active call recordings is completely blocked in the platform interface. 

*   **Rest of World (Standard/Flexible Mode):** Customers outside the DACH region may deactivate the automated compliance greeting only by actively checking an explicit liability waiver checkbox within the dashboard, thereby assuming all local wiretapping and intercept legal risks.

**3.4 EU AI Act Transparency Obligations.** In accordance with Article 50(1) of the European Union Artificial Intelligence Act (Regulation (EU) 2024/1689) ("EU AI Act"), the Customer acts as the "Deployer" (Betreiber) of the AI system. The Customer is legally mandated to ensure that natural persons interacting with Logiq AI are informed clearly and immediately that they are interacting with an artificial intelligence system. The Customer agrees to utilize the pre-formulated greeting scripts provided by Logiq AI (explicitly stating the words "KI-Assistentin" or "AI assistant" in the opening sentence) or ensure legally equivalent transparency disclosures are delivered.

**3.5 Customization and Full Indemnification.** Logiq AI provides standard, legally optimized greeting templates. If the Customer modifies, shortens, or deactivates these templates or bypasses system warnings, the Customer does so at its sole legal and criminal risk. The Customer shall fully indemnify, defend, and hold harmless Logiq AI, its directors, and upstream providers against any third-party claims, civil lawsuits, administrative fines (including GDPR fines), or legal expenses arising from a breach of this Section 3.

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### 4. Fees, Shopify Billing API, and Usage Capping

**4.1 Shopify Platform Billing.** All fees for the Services—including fixed monthly subscription fees, one-time setup fees, and variable usage-based consumption fees (per-minute voice charges and per-message chat charges)—shall be billed, collected, and processed exclusively through the native Shopify Billing API. The Customer authorizes Shopify to collect all such fees directly via the Customer's primary Shopify account invoice. Logiq AI does not collect or process credit card or bank credentials directly.

**4.2 The "Capped Amount" and Automated Suspensions.** In accordance with Shopify App Store regulations, variable usage-based fees require the Customer to approve a specific maximum monthly spending limit (the "Capped Amount") within the Shopify admin interface.

*   **Automated Warnings:** Logiq AI will automatically dispatch courtesy alerts (such as emails or dashboard notifications) to the Customer at reasonable thresholds prior to reaching the active Capped Amount. The specific percentage thresholds for these warnings are determined exclusively by Logiq AI's technical system parameters and may be adjusted from time to time.

*   **Technical Suspension:** If the accumulated usage fees reach 100% of the approved Capped Amount within any billing cycle, the variable Voice and Chat features of the Services will be automatically suspended by the system. Logiq AI shall have zero legal or economic liability for any missed customer calls, lost e-commerce sales, or operational disruptions resulting from a suspension triggered by the Capped Amount limit.

*   **Surge Liability:** The Customer remains fully liable for all AI processing minutes and text messages generated up to the exact millisecond of technical suspension, even if a rapid influx of traffic causes the final consumption to slightly exceed the technical cap before the system can freeze the account.

**4.3 Lifecycle upon Uninstallation.** Uninstalling the Logiq AI application from the Shopify store dashboard automatically terminates the active billing cycle. The Customer acknowledges that any usage-based fees accrued prior to the exact moment of uninstallation, but not yet billed by Shopify, remain a valid debt and are commercially due.

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### 5. Service Availability, Maintenance, and Support

**5.1 "As-Is" and "As-Available" Provision.** Logiq AI provides the Services strictly on an "as-is" and "as-available" basis. To the maximum extent permitted by applicable law, Logiq AI expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

**5.2 Dependency on Upstream Infrastructure and Downstream Subcontractors.** The Customer acknowledges that the availability and operational functionality of the Services depend entirely on third-party infrastructure providers, including but not limited to voice AI platforms, LLM providers, synthetic voice generation engines, telecommunications carriers, automated workflow engines, and cloud hosting providers (collectively "Upstream Providers", including but not limited to entities such as Retell AI, Replit, OpenAI, Twilio, n8n, and their respective downstream subcontractors or API vendors like ElevenLabs). Logiq AI does not guarantee, warrant, or represent that the Services will be uninterrupted, timely, secure, error-free, or available at any specific percentage of time (Uptime). Logiq AI shall have zero liability for damages, lost profits, or commercial disruptions caused by downtimes, outages, or service degradations originating from these Upstream Providers or their respective supply chains.

**5.3 Support Services (Best-Effort Basis).** Logiq AI provides technical support exclusively via email or the dashboard interface. 

*   **No Binding SLAs:** Support is provided strictly on a "best-effort" basis. Logiq AI will make commercially reasonable efforts to respond to customer inquiries as quickly as possible.

*   **Enterprise Callback Option:** Customers actively subscribed to the "Enterprise" tier (or higher) may request, or be offered, phone callbacks. The provision of such callbacks remains at the sole and absolute discretion of Logiq AI, is subject to staff availability, and does not alter the non-binding, best-effort nature of the support services.

*   **Exclusion of Direct End-User Support:** Logiq AI provides support strictly to the Customer (the merchant). Under no circumstances shall Logiq AI provide any support, assistance, or communication directly to the Customer's retail end-users.

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### 6. Intellectual Property, Proprietary Prompts, and Data Usage

**6.1 Retention of Logiq AI IP.** Logiq AI (and its upstream licensors) retains all right, title, and interest in and to the Services, including but not limited to all software, source code, object code, dashboard interfaces, features, algorithms, trade secrets, and technical architectures.

**6.2 Proprietary Core Logic and Prompt Protection.** The Customer explicitly acknowledges that all underlying system prompts, prompt engineering methodologies, custom system instructions, behavioral guardrails, fine-tuning configurations, and context-delivery logic utilized to operate the AI Voice and Chat agents (collectively, "Proprietary Core Logic") constitute highly confidential trade secrets and intellectual property of Logiq AI.

*   **No Access Rights:** The Services are provided strictly as a closed-source SaaS platform. The Customer has no right to view, audit, modify, or download the Proprietary Core Logic or master system prompts.

*   **Adversarial Testing Prohibition:** The Customer is strictly prohibited from reverse-engineering, decompiling, or attempting to extract the Proprietary Core Logic through "prompt injection attacks," behavioral stress-testing, or any other adversarial manipulation technique.

**6.3 Customer Data Ownership and Anonymized Training License.** As between the parties, the Customer retains all ownership rights in the raw text inputs and merchant-specific interaction logs generated by end-users (collectively, "Customer Interacts"). 

*   **Training License:** The Customer hereby grants Logiq AI a worldwide, perpetual, irrevocable, royalty-free license to use, aggregate, and process the Customer Interacts strictly in a **completely anonymized and de-identified format** (with all Personal Identifiable Information (PII) permanently scrubbed). This license is granted solely for the purposes of training, evaluating, and improving Logiq AI’s global machine learning models and system algorithms.

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### 7. Limitation of Liability and Indemnification

**7.1 Unlimited Liability Exceptions.** Nothing in this Agreement shall limit or exclude either party’s liability for:

*   Death or personal injury caused by its negligence;

*   Fraud or fraudulent misrepresentation; or

*   Any other liability that cannot be excluded or limited by applicable law (including English law under the Unfair Contract Terms Act 1977).

**7.2 Exclusion of Consequential and Indirect Losses.** Subject to Section 7.1, Logiq AI shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

*   Loss of profits, sales, business, or revenue (whether direct or indirect);

*   Loss or corruption of data, information, or Shopify store configurations;

*   Loss of business opportunity, goodwill, or reputation; or

*   Any indirect, special, or consequential financial loss or punitive damages.

**7.3 Financial Liability Cap.** Subject to Sections 7.1 and 7.2, Logiq AI’s total aggregate liability to the Customer in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly limited to **the total net amount actually paid by the Customer to Logiq AI via the Shopify Billing API during the three (3) months immediately preceding the event giving rise to the claim**.

**7.4 Customer Indemnification.** The Customer agrees to fully indemnify, defend, and hold harmless Logiq AI and its Upstream Providers from and against any and all third-party claims, legal actions, administrative fines (including GDPR/AI Act penalties), losses, damages, or costs (including professional legal fees) arising out of or related to:

1.  The Customer's breach of any compliance obligations under Section 3 (e.g., illegal recordings without user consent);

2.  Any operational business decisions, pricing adjustments, or commercial actions taken by the Customer based on the AI agent’s performance or outputs.

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### 8. Miscellaneous, Amendments, and Severability

**8.1 Entire Agreement.** This Agreement, together with the Data Processing Agreement (DPA) incorporated herein by reference, constitutes the entire agreement between Logiq AI and the Customer regarding the use of the Services. It supersedes and extinguishes all prior agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

**8.2 Amendments to these Terms.** Logiq AI reserves the right to modify or update these Terms of Service at any time. 

*   **Notification:** We will notify the Customer of material changes either by updating the "Last Updated" date at the top of these Terms, publishing a notification within the Shopify App dashboard, or sending an email alert. 

*   **Deemed Acceptance:** Continued use of the Services following the publication or notification of any changes constitutes the Customer’s explicit and unconditional acceptance of the revised Terms. If the Customer objects to the amendments, their sole and exclusive remedy is to uninstall the application prior to the start of the next subscription period.

**8.3 Severability.** If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable under applicable law, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of this Agreement.