DRAFT — NOT YET APPROVED FOR PUBLICATION
This is the current full Utfix Terms draft in a condensed website format. Bracketed items remain unresolved and must be finalised before these Terms are published as a binding agreement, including legal provider identity/address, effective date, Privacy/DPA URLs and factual data terms, final Credit/refund rules, liability cap, insurance position and solicitor review.
Version: 1.0
Effective date: [EFFECTIVE DATE]
These Terms and Conditions of Use and Service (“Terms”) govern access to and use of Utfix, including the Utfix Shopify application, website, diagnostics, repair functions, monitoring, reports and related services.
Utfix is provided by [LEGAL NAME], trading as Utfix (“Utfix”, “we”, “us” or “our”).
Business address: [BUSINESS / SERVICE ADDRESS]
Email: Utfix@Utfix.shop
Website: https://utfix.shop
Utfix is a business-to-business service for merchants using Shopify for trade, business, professional or commercial activity.
1.1 By accepting these Terms during installation/onboarding, subscribing to a paid entitlement or otherwise expressly agreeing to them, you enter into a binding agreement with us.
1.2 If you accept for a company, partnership, sole-trader business or other organisation, you confirm authority to bind that business. “You” and “Merchant” mean that business.
1.3 Utfix is not intended for personal, family or household use. Mandatory consumer rights, where they apply despite this, are not excluded.
1.4 Your agreement may also include pricing/purchase information shown to you, a Repair Proposal or approval screen, an applicable Data Processing Addendum (“DPA”), specific written terms we expressly agree, and policies expressly incorporated into these Terms.
1.5 A specific Repair Proposal or approval disclosure takes priority for that Repair’s scope, cost, expected effect and rollback status. An applicable DPA takes priority for processing of personal data.
1.6 Our Privacy Policy separately explains how personal data is handled.
Account means your Utfix access linked to a Shopify store or other supported account.
Credits means Utfix service-use units for eligible work. They are not money, stored value, gift cards, cryptocurrency, payment instruments or Shopify “app credits”.
Diagnostic means an Utfix assessment of supported store, integration, catalogue, market, shipping, commercial, channel or other configuration.
Finding means an issue, risk, uncertainty, inconsistency or opportunity identified by a Diagnostic.
Merchant Data means information relating to you, your business, connected Shopify store or connected services that Utfix accesses or processes to provide the Services.
Monitoring means supported periodic or event-triggered checks for changes, drift or recurrence.
Plan means the free, beta, promotional, Monitoring subscription, Credit arrangement or other commercial entitlement applying to your Account.
Repair means an authorised change or series of changes performed by Utfix in a connected store or supported third-party service.
Repair Proposal means the merchant-facing description of proposed Repair work, including relevant scope, expected effect, Credit cost/estimate and material rollback information.
Services means the Utfix application and associated diagnostics, Repairs, Monitoring, records and other functionality we make available.
Shopify means Shopify and its relevant affiliates/platform services.
Third-Party Service means Shopify and any other platform, supplier, carrier, channel, application, service or account not operated by us.
3.1 You must be legally capable of entering a business contract and use Utfix only for legitimate business purposes.
3.2 You must have authority to operate each Shopify store and Third-Party Service you connect.
3.3 You are responsible for ensuring staff, contractors and authorised users act within the authority you give them. Actions through an authenticated Account by an authorised user may be treated as actions of the Merchant.
4.1 Utfix requires a valid Shopify account and the permissions needed for the features you use.
4.2 By installing/connecting Utfix and approving permissions, you authorise access to the relevant Shopify resources for providing the Services.
4.3 Some capabilities require additional Shopify scopes or Third-Party Service connections. We will not treat ungranted permission as though it exists.
4.4 Refusing optional access may reduce Diagnostic coverage or prevent work that depends on it.
4.5 If you connect a supplier, carrier, fulfilment provider, advertising channel or other service, you confirm authority to connect that account and instruct approved actions.
4.6 You are responsible for maintaining valid accounts, permissions, subscriptions and commercial relationships with Shopify and Third-Party Services.
4.7 Do not provide credentials unsafely or ask us to bypass required authentication/approval.
5.1 Utfix is a self-service Shopify merchant application designed to identify supported issues that may prevent a store from selling safely or profitably and, where authorised, repair them.
5.2 Supported capabilities may address store/integration health; catalogue, product, variant and attribute configuration; Shopify Markets and country eligibility; shipping/live-rate configuration; profitability; channel/feed readiness and reconciliation; product identifiers; destination/variant availability protection; Monitoring; and Repair history, receipts and audit evidence.
5.3 Whether a Finding or Repair applies depends on the store’s actual state, available evidence, permissions, connected providers and provider capabilities.
5.4 If evidence, access or provider support is insufficient, Utfix may report a matter as unknown, not applicable or not actionable. Missing evidence will not be turned into an unsupported conclusion.
5.5 We may improve or evolve the Services under section 18.
5.6 Unless expressly agreed otherwise, Utfix is not a managed-store service, consultancy, agency, legal, accounting, tax or regulatory-advice service.
6.1 We may provide a supported read-only Diagnostic before you purchase or approve Repair work.
6.2 A Diagnostic is based on information, permissions, evidence and external systems available when run.
6.3 Coverage may be incomplete where permissions are absent, providers cannot be reached, required evidence is unavailable/unverifiable, third parties do not expose needed information, or the issue falls outside supported coverage.
6.4 Utfix distinguishes proven problems from unknown/unproven matters and does not fabricate unsupported evidence.
6.5 A Finding reflects the state and evidence observed at that time; Shopify, you or a Third-Party Service may later change it.
6.6 Credit estimates, expected outcomes, profitability calculations, projections and remedies depend on the evidence and assumptions available then and may be presented as a range.
6.7 Where a material business choice is required, Utfix may show alternatives or recommendations, but the decision remains yours.
7.1 Utfix will not intentionally perform a live Repair outside the merchant-authorised scope.
7.2 Before execution, Utfix will present an appropriate Repair Proposal, preflight or approval boundary describing the work in merchant-facing terms.
7.3 By approving, you authorise Utfix to make the described changes using permissions and connected accounts you provided.
7.4 One approved Repair may involve multiple technical steps or batches without repeated approval for every operation within the approved scope.
7.5 Utfix may reread live state, identities, permissions and evidence immediately before or during execution.
7.6 Utfix may stop, pause or recompute if it finds material drift, identity mismatch, missing permission, insufficient allowance, changed cost, unexpected provider response, ambiguity requiring merchant judgement or another condition making continuation materially different, unsafe or unreliable.
7.7 If a change materially alters what you authorised, expected spend, a material business choice or rollback status, renewed approval is required.
7.8 Execution may use bounded batches/checkpoints and may stop on stale identifiers, rate limits, session expiry, connection/permission failures, provider mismatch or ambiguous outcomes.
7.9 Where supported, a paused Repair may resume from a verified checkpoint.
7.10 Cancelling or interrupting after execution starts does not itself undo completed changes.
A Repair is not treated as successful merely because Shopify or another provider accepted it. Utfix performs a separate fresh reread or other authoritative check and reports the Repair as verified only when the expected change is confirmed.
“Verified” means the authoritative state confirmed the expected outcome at that time; it does not promise that Shopify, you or a Third-Party Service will never change it later.
Not every Repair is guaranteed reversible.
Where relevant, Utfix may describe rollback as:
A material rollback limitation will be disclosed before approval where the product permits that Repair to proceed.
A technically available reverse action is not automatically an assured rollback. Rollback can depend on permissions, provider state, resources and records still existing when requested.
Where supported, rollback is independently verified. Utfix may also check for later merchant/third-party changes before rollback so newer work is not silently overwritten.
Cancellation, termination or uninstall does not automatically reverse earlier Repairs.
Utfix may provide merchant-facing Credit history, receipts, evidence files and downloadable records for Diagnostics, Repairs, verification and rollback.
These records show what Utfix recorded at the historical time; they do not prove the external system remains unchanged later. A fresh live check is required for current state.
Download records you wish to retain before uninstall/termination. Server-side retention is governed by section 16, the Privacy Policy, applicable law and Shopify requirements.
9.1 Monitoring is available according to the applicable entitlement, configured rules and connected services.
9.2 Monitoring is automated/system-based checking, not continuous human supervision unless expressly stated.
9.3 Monitoring does not guarantee every change, error, outage or commercial problem will be detected immediately or at all; issues may arise between checks.
9.4 If Monitoring detects a supported issue, Utfix may notify you, prepare a Repair Proposal or take another action expressly authorised by the applicable rule.
9.5 A notification-only rule is not authority for materially broader live Repairs.
10.1 Utfix is an independent application provider. It is not Shopify and does not control Shopify.
10.2 Utfix, not Shopify, is responsible for the Utfix application and Services. Shopify is not responsible for faults in Utfix or harm resulting from installation/use of Utfix. Except where Shopify expressly states otherwise, Shopify does not provide support for Utfix. As between Shopify and us, we are responsible for Utfix and for our access, use, distribution and storage of Merchant Data.
10.3 Your use of Shopify remains governed by your Shopify agreements. Other Third-Party Services are governed by their own terms, policies, technical rules and commercial arrangements.
10.4 Providers may change/discontinue APIs or functionality, alter data, impose limits, suspend accounts/connections or experience failures outside our control.
10.5 Utfix does not control or guarantee independent decisions by Shopify, Google, Meta, suppliers, fulfilment providers, carriers, marketplaces, regulators or other third parties, including store/app/product/feed/listing approvals, search/advertising performance, stock/serviceability, delivery performance, third-party prices/costs or continued API availability.
10.6 Nothing here excludes our own responsibility where it cannot lawfully be excluded or is expressly assumed under these Terms.
Utfix may provide an initial/free supported Diagnostic without requiring Repair purchase.
Utfix may separately offer a recurring Monitoring subscription funding supported ongoing watching, event-triggered checks and routine targeted rechecks included in that subscription.
Credits fund eligible chargeable work such as approved Repairs, deeper chargeable analysis and other supported merchant-requested work. Future Store Actions or similar planned bulk operations may also use Credits where stated before approval.
Utfix is not required to use Bronze/Silver/Gold or similar subscription tiers. Current prices, Monitoring allowances, Credit requirements and other limits are those shown in the applicable Shopify or Utfix purchase flow.
Where Shopify requires App Store-distributed charges to use a Shopify-authorised billing mechanism, we will do so.
You may need to approve recurring, usage, one-time, Credit or other charges through Shopify. Shopify may control approval, billing cycles, proration, cancellation, refunds or credits under the billing method used.
We will not deliberately use an unauthorised off-platform mechanism for charges Shopify requires to be billed through Shopify.
A paid Monitoring subscription may renew automatically for the billing period shown until cancelled through the applicable Utfix/Shopify process.
Routine Monitoring checks included in that entitlement do not by themselves consume Repair Credits unless clearly disclosed before chargeable work begins.
A Monitoring result may identify work requiring Credits; the applicable cost/estimate will be shown before approval.
Exact Monitoring allowance, fair-use/high-volume treatment and final subscription economics are governed by the commercial terms disclosed when offered.
Credits are merchant-facing units for eligible Utfix work. They have no independent cash value, are not legal tender/stored value, may be used only for eligible Services, may not be transferred unless expressly allowed, and are subject to the applicable Credit offer.
Credits do not represent raw AI tokens, API calls or a single underlying technical operation.
Chargeable work may include diagnosis, evidence processing, external-provider work, execution, verification, rollback-related work where included, or other supported work. The merchant-facing Credit cost/estimate is shown before approval.
Utfix maintains relevant Credit grants, balances, reservations, adjustments, deductions and releases.
Before Credit-consuming work is approved, Utfix will show an exact or bounded estimate where reasonably possible and may reserve estimated Credits during execution.
If fresh preflight materially changes scope or required Credits, Utfix will not silently incur a materially higher Credit cost without renewed approval.
Relevant activity is reflected in the balance, History, receipt or other applicable audit record.
Commercial treatment may differ for merchant-requested work, retries, provider failures, work repeated because store state changed, rollback and cancelled/abandoned work, according to the disclosed purchase rules.
Beta may include a finite free promotional Credit allocation disclosed for that offer. Allocations may differ between cohorts while Utfix measures real usage and operating cost.
Beta uses the same Credit metering, reservation, balance, deduction, History and disclosure mechanisms as other Credit-consuming work.
Beta participation does not create any right or expectation that future paid offerings will contain the same allocation, rollover, expiry, reset, refill or other commercial arrangement.
Future paid Credit rules will be determined using beta evidence and disclosed before they apply.
Utfix may permit separate/additional Credit purchases where the applicable purchase flow allows.
Whether an active Monitoring subscription is required to buy or consume Credits remains a commercial policy to be finalised before paid public launch and will be disclosed before purchase.
[COMMERCIAL POLICY TO CONFIRM AFTER BETA EVIDENCE: Credit reset, rollover and expiry; refill structure/quantities; whether Credits may be bought/used without active Monitoring; treatment on cancellation; retries, provider failures and rollback.]
Fees and taxes will be displayed/collected under the relevant Shopify billing process and applicable law. You remain responsible for taxes, duties or reporting obligations imposed directly on your business that are not collected through that mechanism.
[COMMERCIAL POLICY TO CONFIRM: final refund policy for Monitoring subscriptions, Credit purchases and unused balances, including Shopify proration/refund functionality.]
Refunds/billing adjustments and legal liability are separate matters. Nothing here limits a refund or other right that applicable law requires.
If a valid charge cannot be collected, we may restrict affected paid Services, prevent new paid Repairs/work, suspend Monitoring or move the Account to functionality available without that entitlement.
We may preserve access to information/export functionality where reasonably practicable and lawful, but do not guarantee continued paid service during non-payment.
12.1 Utfix may run a beta programme before general paid launch.
12.2 Beta is intended to operate on the completed Utfix product; it is not permission to treat unfinished core functionality as beta service.
12.3 Beta is used with a controlled cohort to gather genuine merchant-use, Credit-consumption and commercial evidence and feedback.
12.4 Beta may be free, selected, time-limited and/or subject to finite promotional Credits.
12.5 Beta creates no right to continued free access, future price, Credit allowance, Monitoring allocation or commercial policy.
12.6 Merchant approval, verification, rollback disclosure, Credit accounting and merchant records continue to apply during beta.
12.7 Unless expressly agreed otherwise, beta does not include a separate SLA or guaranteed uptime.
12.8 Voluntary feedback may be used to improve Utfix without payment, but not in a way that overrides our Privacy Policy, applicable law or Shopify requirements concerning Merchant Data.
You remain responsible for your business and store, including:
13.1 legality, accuracy and authenticity of products, listings, content, claims and business activities;
13.2 rights/licences needed for products, content, data and connected accounts;
13.3 merchant judgement on pricing, margin, countries served, products offered, shipping policy and acceptance of identified risks;
13.4 reviewing Findings, Repair Proposals and warnings where Utfix requires a material decision;
13.5 keeping Shopify/Third-Party accounts active and appropriately configured;
13.6 accuracy of information you provide;
13.7 compliance with tax, consumer, product-safety, advertising, IP, sanctions, export/import, privacy and other applicable law;
13.8 maintaining reasonable business records and using available backup/export facilities for materially important information; and
13.9 promptly reviewing material alerts where delay could increase business risk.
You must not use Utfix:
14.1 unlawfully, fraudulently, deceptively or abusively;
14.2 to access/modify a store, service or account you are not authorised to control;
14.3 to interfere with, overload, attack, probe or compromise Utfix, Shopify or a Third-Party Service;
14.4 to introduce malware or malicious code;
14.5 to bypass billing, Credit, capacity, permission, approval or security controls;
14.6 to resell/sublicense Utfix as your own service without written permission;
14.7 to reverse engineer/decompile non-public source code or proprietary logic except where law prohibits that restriction;
14.8 to remove proprietary notices;
14.9 through unauthorised automated access that materially burdens/interferes with the Services; or
14.10 in breach of sanctions/export-control requirements.
We may investigate suspected misuse and take proportionate protective action under section 19.
15.1 Utfix and its licensors retain all rights in the software, code, UI, brand, documentation, methodology, models, workflows, Repair logic and other proprietary technology.
15.2 While entitled to use the Services, you receive a limited, non-exclusive, non-transferable, non-sublicensable right to use Utfix for internal business purposes under these Terms.
15.3 You retain rights in Merchant Data/content that belongs to you. You grant us the limited rights necessary to access, process, transmit, reproduce and, where you authorise a Repair, modify relevant Merchant Data to provide, secure, support and administer the Services as described in our Privacy Policy/DPA. You confirm you have authority to grant those rights.
15.4 Subject to third-party rights and our underlying IP, you may retain/use reports, receipts and audit evidence generated specifically for your store for internal business purposes and share them where reasonably required. This does not transfer Utfix source code, algorithms or internal engineering material.
15.5 Shopify retains its rights in Shopify, its platform, APIs, trademarks and other property.
16.1 Our Privacy Policy at [PRIVACY POLICY URL] explains personal/Merchant Data handling, purposes, recipients/service providers, transfers where applicable, retention and individual rights.
16.2 We will use Merchant Data only within the permissions/purposes applicable to the Services and subject to law and Shopify requirements.
16.3 Data-protection roles depend on the actual processing activity; these Terms do not override the roles created by law and the facts.
16.4 Where we act as processor and processor terms are legally required, an applicable DPA will bind the parties.
16.5 You remain responsible for your own controller/business-operator obligations for personal data in your store.
16.6 We may use appropriately contracted service providers, subject to law, Shopify requirements and any applicable DPA.
16.7 After uninstall/termination or when Merchant Data is no longer required, it will be handled under applicable law, our Privacy Policy, any DPA and Shopify requirements.
16.8 Do not rely on Utfix as indefinite archival storage after termination. Download material you need to retain.
16.9 We may respond to legally valid privacy requests and Shopify mandatory privacy processes.
17.1 Each party may receive the other’s confidential business, technical or commercial information.
17.2 The receiving party will use it only for this relationship, protect it with reasonable care and disclose it only to people/service providers who need it and owe suitable confidentiality obligations.
17.3 Confidential information excludes information lawfully known without restriction, made public without breach, lawfully received from another source without restriction, or independently developed.
17.4 Legally required disclosure is permitted; where lawful, reasonable notice will be given.
17.5 Merchant Data remains subject to section 16.
18.1 We will provide the Services with reasonable care and skill.
18.2 Unless separately agreed in writing, no particular uptime, response time or resolution time is guaranteed.
18.3 Temporary unavailability may result from maintenance, deployments, provider/Shopify outages, API changes, internet failures, security work or other operational conditions.
18.4 We may change the Services to improve them, maintain security, comply with law/Shopify requirements, respond to platform changes, remove functionality no longer supportable, or develop the product.
18.5 Where practicable, we will give reasonable notice of material reductions to paid core functionality and any notice Shopify or law requires.
18.6 Immediate changes may be made where reasonably necessary for security, legal compliance, fraud prevention, data protection, platform compliance or prevention of material harm.
18.7 We are not required to maintain an external integration indefinitely where required access is withdrawn or continued support becomes unlawful, insecure or technically impossible.
19.1 We may suspend affected Services if reasonably necessary because of material breach, non-payment, security/data risk, suspected unlawful/unauthorised use, provider suspension, legal requirement, or where continuing an active Repair would be unsafe.
19.2 Where reasonably possible, we will explain why and what may resolve it.
19.3 We will try to limit suspension to affected functionality.
19.4 Suspension does not undo completed Repairs.
20.1 You may cancel a recurring Monitoring subscription or other cancellable paid entitlement using the available Utfix/Shopify process, and may uninstall Utfix from Shopify. Shopify’s billing system may determine proration, remaining billing period or credit.
20.2 We may terminate access on reasonable notice if we discontinue Utfix/relevant Services; for material breach not remedied within a reasonable period where remedy is possible; or immediately where continuation is unlawful, presents serious security risk, involves fraud/deliberate abuse, or necessary platform access is permanently withdrawn.
20.3 When your right to use Utfix ends, your licence ends; new Repairs/Monitoring may stop; incomplete work may stop at the safest practicable checkpoint; cancellation does not reverse completed Repairs; connected services may retain changes already made; and Merchant Data is handled under section 16.
20.4 Amounts properly incurred before termination remain due, subject to applicable refund/cancellation rules and Shopify billing adjustments.
20.5 Provisions intended by their nature to survive termination, including IP, confidentiality, accrued payment obligations, liability, governing law and relevant data-protection provisions, continue.
21.1 We provide the Services with the reasonable care and skill stated in section 18.1.
21.2 Utfix is designed to reduce risk in live configuration changes through merchant approval, fresh preflight, bounded execution, captured pre-state where required, separate verification, rollback-status disclosure, protection against unsafe rollback after later changes, and verified restoration where supported.
21.3 These controls do not guarantee that every external platform/provider/circumstance will behave predictably or that every external problem can be prevented.
21.4 Utfix does not promise to detect every possible problem, provide a Repair for every Finding, detect every future change immediately through Monitoring, or preserve third-party evidence/capability indefinitely.
21.5 Utfix does not guarantee increased sales, revenue, profit, margin, advertising performance, ranking, conversion rate, channel approval or other commercial success.
21.6 Profitability, shipping, tax, cost and other calculations depend on available evidence. Missing/changed supplier cost, tax treatment, fees, exchange rates or other external factors may affect results.
21.7 Utfix may identify configuration relevant to compliance but is not legal, tax, accounting, customs, sanctions, regulatory or other professional advice. Obtain appropriate professional advice where required.
22.1 Nothing excludes/limits liability for death or personal injury caused by negligence where it cannot lawfully be excluded, fraud/fraudulent misrepresentation, or other liability law does not permit to be excluded/limited.
22.2 Subject to 22.1, neither party is liable to the other for indirect or consequential loss.
22.3 Subject to 22.1 and to the fullest extent permitted by law, we are not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation where those losses are not the direct result of a breach for which liability cannot otherwise lawfully be limited.
22.4 This section does not treat damage to a Merchant store as an expected or ordinary consequence of using Utfix. Utfix is engineered to prevent unsafe scope expansion, verify completed work and support controlled recovery where restoration can be assured.
22.5 If we are legally liable for direct loss arising from breach, liability is subject to the aggregate financial cap below except where 22.1 applies.
[LIABILITY CAP TO BE FINALISED BEFORE PUBLICATION FOLLOWING SOLICITOR REVIEW, INSURANCE REVIEW AND FINAL UTFIX PRICING.]
22.6 The liability cap is separate from refund/billing rules. A refund/Credit adjustment does not by itself determine whether another compensable loss exists or discharge liability otherwise recognised by law/these Terms.
23.1 You will indemnify us against a third-party claim, liability, loss or reasonable external legal cost to the extent caused by Merchant content/products infringing third-party rights; unlawful products/business/advertising; deliberate misuse of Utfix; or connecting/instructing Utfix to use an account/data you lacked authority to use.
23.2 The indemnity does not apply to the extent caused by our breach, negligence or unlawful conduct.
23.3 We will give reasonable notice where practicable and will not unreasonably prevent your participation in defence/settlement, provided no settlement admits liability for us or imposes a non-monetary obligation on us without consent.
24.1 We may update these Terms to reflect changes to Services, law/regulation, Shopify/platform requirements, security/data protection or reasonable commercial arrangements.
24.2 We will give reasonable notice of material changes where practicable and any notice required by law/Shopify.
24.3 Material changes normally take effect on the stated date; security/legal/platform-compliance changes may need to take effect sooner.
24.4 If you do not agree to a material change, you may stop using Utfix and cancel applicable paid entitlements before it takes effect, subject to billing/cancellation rules.
24.5 We will not retrospectively impose a new charge for work already validly purchased/approved.
24.6 Future prices or paid-entitlement structures may change on notice and through the applicable Shopify process. The price applying to a billing period/purchase is the price validly shown through the applicable purchase mechanism.
25.1 Contractual/service communications may be electronic.
25.2 Operational notices may be sent through Utfix, Shopify Admin or the email associated with your Account.
25.3 You are responsible for maintaining an accurate business contact email.
25.4 Formal legal notices to us must be sent to [LEGAL NOTICE EMAIL] or [SERVICE ADDRESS], unless replaced by notice.
25.5 A notice is treated as received when reasonably capable of being accessed, subject to any mandatory legal rule requiring another method.
Neither party is liable for delay/failure to perform, other than payment already due, to the extent caused by circumstances beyond reasonable control, including major internet/infrastructure failure, natural disaster, fire, war, civil disorder, epidemic, governmental action, widespread cyberattack, labour disruption affecting an external provider, or material failure of Shopify/another necessary service.
The affected party will use reasonable efforts to reduce impact and resume performance where practicable.
27.1 You may not assign these Terms in a way that transfers access to someone not eligible to use the relevant connected store/Account.
27.2 Either party may assign these Terms to an affiliate or genuine successor in a merger, reorganisation or sale of substantially all relevant business/assets, provided the assignment does not materially reduce the other party’s rights.
27.3 Any other assignment requires the other party’s consent, not to be unreasonably withheld where the proposed assignee can perform the relevant obligations.
28.1 If a court/competent authority finds part of these Terms unlawful, invalid or unenforceable, it will be modified to the minimum extent needed where legally possible.
28.2 If modification is not possible, that part is removed and the rest continues.
28.3 Delay/failure in exercising a right does not waive it.
29.1 These Terms and the applicable documents identified in section 1 form the entire agreement concerning the Services and replace prior discussions/understandings on the same subject.
29.2 Neither party relies on a statement outside those contractual documents, except that fraud/fraudulent misrepresentation liability is not excluded.
29.3 Marketing descriptions explain Utfix at a high level but do not override a specific limitation, dependency, approval condition or rollback disclosure for a particular Repair.
Nothing in these Terms creates a partnership, joint venture, employment, fiduciary relationship or general agency.
Authorisation for an approved Repair is limited to the technical authority needed for that Repair and does not make us your general agent.
Shopify and other Third-Party Services are not parties to your contract with us.
Except where these Terms expressly state otherwise, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them.
This does not affect independent rights a third party may have under its own agreements or applicable law.
[PROPOSED DEFAULT — CONFIRM BEFORE PUBLICATION]
These Terms and any non-contractual dispute/claim arising from them are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rule requiring otherwise.
Utfix is provided by:
Legal provider: [LEGAL NAME]
Trading name: Utfix
Business/service address: [ADDRESS]
Email: Utfix@Utfix.shop
Legal notices: [LEGAL NOTICE EMAIL, IF DIFFERENT]
Website: https://utfix.shop
Privacy Policy: [PRIVACY POLICY URL]
Data Processing Addendum: [DPA URL, IF APPLICABLE]
Questions about these Terms or the Services should be sent to the contact address above.
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