Upsell Me

Merchant Terms of Service

Lawyer-review draft — last updated 28 August 2026.

These Terms are a contract between Marvello Pty Ltd and the Shopify merchant that installs or uses Upsell Me. They allocate material operational risks, but do not exclude rights or liabilities that law does not permit the parties to exclude.

1. Agreement and authority

Upsell Me is operated by Marvello Pty Ltd, referred to as “we”, “us”, or “our”. “Merchant” and “you” mean the person or business that installs, accesses, or uses Upsell Me for a Shopify store.

By installing, approving a charge for, accessing, or using Upsell Me, you agree to these Terms, our Privacy Policy, Data Processing Addendum and Acceptable Use Policy. You confirm that you are legally able and authorised to accept them for the Merchant and to give us the Shopify permissions and processing instructions needed to provide the service.

If you do not agree, do not install or use Upsell Me.

2. What Upsell Me provides

Upsell Me lets Merchants configure and measure product upsells in supported locations, including Browsing, Checkout, Post Purchase, and Add Items. It can also provide selected Address Changes features. The exact features available depend on the Merchant's Shopify plan, theme, checkout configuration, market, payment method, permissions, products, inventory, and other Shopify requirements.

Upsell Me is a software tool. We do not sell the Merchant's products, act as merchant of record, process card payments, fulfil orders, provide shipping, calculate the Merchant's taxes, or make decisions about the legality or suitability of an offer.

3. Shopify and other third-party services

Upsell Me depends on Shopify and may interact with themes, checkout extensions, payment methods, fulfilment providers, carriers, 3PL systems, and other services selected by the Merchant. Those services are operated under their own terms and can change, delay, reject, or stop an action.

Shopify may decide whether an upsell can be displayed or accepted, whether an order can be changed, and what data or functionality the app can access. We do not guarantee that every eligible order will reach every Upsell Me surface. Shopify is not a party to these Terms and does not sponsor, endorse, or accept responsibility for Upsell Me.

4. Merchant responsibilities

The Merchant is responsible for:

You must not use Upsell Me to mislead a customer, offer an unlawful or prohibited product, bypass Shopify or Upsell Me safeguards, access another Merchant's data, introduce harmful code, interfere with the service, or violate applicable law or a third party's rights.

5. Safety rules and order accuracy

Upsell Me includes safety rules intended to reduce common errors, such as suppressing a product already present in the relevant basket or order and checking available Shopify information before showing an offer. No automated check can cover every theme, app, delayed update, staff action, data error, race condition, or third-party system.

Shopify is the authoritative source for the final order, payment, discount, inventory, and fulfilment state. The Merchant must verify that state before fulfilling, refunding, contacting a customer, or treating an analytics event as a completed sale.

5A. Operational errors and assumed risks

Software, APIs, webhooks and distributed commerce systems can retry, race, arrive late or out of order, fail without notice, expose stale data, or disagree. To the maximum extent permitted by law and subject to sections 18 and 20, the Merchant assumes the commercial risk of duplicate, repeated, missing, delayed, failed, unintended, wrongly attributed or incorrectly priced offers, orders and order changes, including duplicate charges or fulfilment; a free or discounted item supplied accidentally; incorrect cart, discount, tax, duty, shipping, inventory, refund, reshipment, cancellation or subscription treatment; and incomplete or inaccurate analytics, attribution, conversion reporting or forecasts.

Those outcomes can arise from Merchant configuration, staff action, themes, apps, scripts, cached or stale state, inventory changes, race conditions, retries, webhooks, Shopify or provider APIs, payment methods, warehouses, carriers, 3PLs, tax services or platform outages and changes. Upsell Me's checks reduce but do not eliminate these risks and are not a substitute for Merchant controls.

5B. Verification, stop-use, mitigation and records

Before enabling or materially changing a feature, the Merchant must test representative products, variants, currencies, markets, discounts, tax, duties, shipping, payment methods, themes, apps, devices, checkout paths, fulfilment systems and failure/retry scenarios on a safe test basis. After activation, the Merchant must monitor Shopify orders, payments, discounts and fulfilment, reconcile analytics and billing to Shopify, keep reasonable configuration and reconciliation records, and promptly investigate anomalies.

If the Merchant knows or reasonably suspects an unsafe, duplicate, incorrectly priced or otherwise material result, it must stop or disable the affected feature where reasonably possible, preserve relevant records, notify Marvello promptly, avoid further reliance on affected analytics, and take reasonable steps to prevent fulfilment or customer harm, including correction, cancellation, refund, recall or customer contact where appropriate. Marvello is not responsible to the extent loss was caused or increased by a failure to perform these duties.

6. Post Purchase

Shopify controls Post Purchase eligibility. Some countries, currencies, payment methods, accelerated checkouts, subscriptions, or other order types may be excluded. A displayed offer may also become unavailable before acceptance because of inventory, time limits, platform decisions, or payment confirmation.

The Merchant must not configure an offer that would make a product free or incorrectly discounted when combined with an existing order discount. Upsell Me may block zero-value orders, specified discount codes, expired offers, or other unsafe conditions, but the Merchant remains responsible for testing discount interactions and reviewing the final Shopify order.

7. Add Items and shipping offers

An Add Items purchase is normally a separate Shopify order. Any free or reduced shipping, storewide discount, express-shipping adjustment, fulfilment combination, or order-merging outcome depends on the Merchant's settings and third-party systems. Unless a separate order-merging service is correctly configured, the Merchant may incur fulfilment or shipping costs for both orders.

The Merchant is responsible for the wording, duration, discount exclusions, eligible delivery methods, and financial effect of an Add Items offer. A timer must be treated as a display of the saved order-based deadline, not a guarantee that a carrier, discount, or fulfilment provider will honour an action after its own cutoff.

8. Address Changes

Address Changes can operate only while Shopify permits the relevant order to be updated and while the Merchant's fulfilment process has not made the change unsafe or ineffective. The Merchant must keep any fulfilment software or 3PL import hold active for the entire customer window and must tell customers about any limits that apply.

Upsell Me can confirm that Shopify accepted and returned an update. It cannot guarantee that a warehouse, carrier, 3PL, marketplace, or other system has received or acted on the new details. The Merchant must independently manage fulfilment holds, fraud review, restricted destinations, taxes, duties, and any manual correction required after an order is imported or fulfilled.

The Merchant remains responsible for deciding whether an address change requires tax, duty, shipping-price, fraud, sanctions, carrier-service, cancellation, refund or customer-consent action. Marvello does not promise that an accepted Shopify address update will reverse an earlier export, label, fulfilment instruction or charge.

9. Merchant content and permissions

The Merchant keeps ownership of its products, branding, wording, images, reviews, configuration, and other content. The Merchant gives us a limited, non-exclusive licence to host, copy, format, and display that content only as needed to provide, secure, test, and support Upsell Me.

The Merchant confirms it has all rights needed for that content and for any instructions it gives us. We may remove or disable content that reasonably appears unlawful, misleading, unsafe, or inconsistent with Shopify requirements.

10. Data protection

Our Privacy Policy explains how we handle personal information. Our Data Processing Addendum applies when we process customer personal data for the Merchant and forms part of these Terms.

The Merchant is normally the controller of its customer data and we normally act as processor on the Merchant's lawful instructions. The Merchant must not instruct us to process personal data unlawfully or provide data that is not reasonably required for the service.

11. Plans, usage, and payment

Paid plans and usage charges are approved and billed through Shopify App Pricing or another Shopify-approved billing method. The current price, included allowance, billing interval, and overage rate are shown to the Merchant before approval in Shopify and take priority over an outdated marketing description.

Usage is measured per Shopify-confirmed paid upsold item above the plan's included allowance. If one customer buys two qualifying upsold items, that is two usage units. Views, clicks, failed payments, duplicate events, Address Changes, development-store activity, and Shopify test orders are not billable. Where reliable Shopify information shows that a charge was duplicated or recorded in error, we will correct it.

The Merchant is responsible for applicable taxes on app charges. Charges already validly incurred are non-refundable except where required by law, required by Shopify, or agreed by us after confirming a billing error.

12. Plan changes, cancellation, and uninstall

The Merchant can change an available plan or uninstall Upsell Me through Shopify. A plan change can affect allowances and features from the time stated during Shopify approval. Uninstalling stops future app operation after Shopify notifies us, but it does not reverse completed orders, discounts, customer actions, or valid charges already incurred.

The Merchant should remove or disable any theme, checkout, customer-account, notification, or email code that Shopify does not automatically remove on uninstall.

13. Availability, changes, and support

We aim to keep Upsell Me reliable and secure, but we do not promise uninterrupted, error-free, or permanent availability. Maintenance, platform changes, network failures, security events, and third-party outages can delay or prevent the service.

We may change the service to improve it, respond to law or Shopify requirements, protect users, or remove an unsafe or unsupported function. If a change materially reduces a paid core feature, we will give reasonable notice where practical. Urgent security, legal, or platform changes may take effect immediately.

Support requests can be sent to matthew@marvellogroup.co.uk. We aim to provide a first response within one business day, but this is a service target and not a guaranteed resolution time.

14. Suspension and termination

We may suspend or restrict all or part of the service where reasonably necessary to investigate or prevent a security risk, unlawful use, non-payment, material breach, harm to customers or Merchants, or a breach of Shopify requirements. Where practical, we will tell the Merchant why and provide a reasonable opportunity to fix the issue.

Either party may end these Terms by ceasing use and uninstalling the app. Sections that by their nature should continue, including payment, intellectual property, confidentiality, disclaimers, liability, indemnity, disputes, and data obligations, survive termination.

15. Intellectual property and feedback

We and our licensors own Upsell Me, including its software, design, documentation, branding, and improvements. These Terms give the Merchant a limited, revocable, non-transferable right to use the service for its own Shopify business while the Terms remain in effect.

If the Merchant gives us an idea or suggestion, we may use it without payment or restriction, provided we do not publicly identify the Merchant or disclose its confidential information without permission.

16. Confidentiality

Each party must protect the other party's non-public business, technical, and security information using reasonable care and use it only for this relationship. This does not cover information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source. A party may disclose information where legally required after giving notice where permitted.

17. Warranties and disclaimers

Each party promises that it has authority to enter these Terms. Except for that promise and any right or guarantee that cannot lawfully be excluded, Upsell Me is provided “as is” and “as available”. To the maximum extent permitted by law, we do not give implied warranties of uninterrupted operation, merchantability, fitness for a particular purpose, accuracy, or non-infringement.

We do not guarantee increased sales, revenue, conversion, profit, customer acceptance, delivery savings, or a particular result. Forecasts, previews, analytics, and A/B results are decision-support information and can be incomplete, delayed, or affected by Shopify and other systems.

Marvello does not warrant that Upsell Me will detect or prevent every duplicate, pricing error, incompatible app, lost webhook, stale record, unauthorised instruction, chargeback, customer dispute, inventory shortage, fulfilment mistake or provider failure, or that any order, change, refund, cancellation, reshipment, tax, duty, discount or shipping outcome will be reversible.

18. Liability

Nothing in these Terms excludes, restricts, or modifies a guarantee, right, remedy, or liability that applicable law does not allow the parties to exclude, restrict, or modify.

To the maximum extent permitted by law, Marvello is not liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profit, revenue, margin, opportunity, goodwill, anticipated savings, business continuity or data, fulfilment or reshipment costs, refunds, chargebacks or customer compensation, arising from or connected with Upsell Me, even if the possibility was known. This exclusion does not apply where and to the extent law prohibits it.

To the maximum extent permitted by law, Marvello's total aggregate liability arising from or connected with Upsell Me and these Terms is limited to the greater of AUD 100 and the app fees paid or payable by the Merchant for Upsell Me during the three months immediately before the event giving rise to the first claim. Connected events and claims are treated as one claim. This cap does not apply where a liability cannot lawfully be limited.

Where a law implies a guarantee that can be limited, our liability is limited, at our option, to supplying the affected service again or paying the reasonable cost of having it supplied again.

19. Third-party claims

The Merchant will indemnify Marvello against a third-party claim, regulatory demand, damages and reasonable external defence cost, but only to the extent caused by the Merchant's unlawful product, content, claim, offer, price, discount, tax, shipping, privacy notice, instruction, configuration, fulfilment practice, breach of these Terms, or misuse of Upsell Me. Marvello will promptly notify the Merchant, allow reasonable control of the defence and settlement, and provide reasonable cooperation. The Merchant has no obligation to the extent the matter was caused by Marvello's breach, negligence, unlawful conduct or wilful misconduct, and no settlement may admit Marvello's fault or impose a non-monetary obligation without consent.

20. Australian Consumer Law and mandatory rights

The Australian Consumer Law and other laws may give some Merchants rights that cannot be excluded. These Terms do not take those rights away. Nothing in these Terms requires a Merchant to waive a non-excludable consumer guarantee or other mandatory protection.

Where a statutory guarantee applies to services not ordinarily acquired for personal, domestic or household use and liability may lawfully be limited, section 18's resupply remedy applies only if fair and reasonable. Nothing excludes liability for fraud, wilful misconduct, or any privacy, negligence, consumer, unfair-contract-term or other liability to the extent it cannot lawfully be excluded or limited.

21. Governing law and disputes

These Terms are governed by the laws of Queensland, Australia, without regard to conflict-of-law rules. The courts of Queensland have non-exclusive jurisdiction. This does not prevent either party from seeking urgent protective relief or using a court or tribunal available under a non-excludable law.

Before starting formal proceedings, each party should give written notice describing the dispute and allow at least 30 days for good-faith discussions, unless urgent relief or a legal deadline makes that impractical.

22. General terms

Neither party is responsible for delay caused by an event outside its reasonable control, except that this does not excuse payment already due. The Merchant cannot assign these Terms without our consent, except with a genuine sale of substantially all of its relevant business. We may assign them as part of a merger, reorganisation, financing, or sale of the service, provided the assignee remains bound by them.

If any part of these Terms is unenforceable, it will be limited or removed only to the minimum extent necessary and the rest will continue. A failure to enforce a term is not a waiver. These Terms, the documents incorporated into them, and the Shopify-approved plan details form the entire agreement about Upsell Me and replace earlier discussions about the same subject.

23. Changes to these Terms

We may update these Terms when the service, law, security requirements, or Shopify requirements change. We will post the updated version and change the date above. If a change materially affects the Merchant's rights or obligations, we will give reasonable notice through the app, email, or Shopify where practical. Continued use after the effective date means the Merchant accepts the updated Terms. If the Merchant does not agree, it must stop using and uninstall the app.

24. Contact

Legal notices and questions about these Terms can be sent to Marvello Pty Ltd at matthew@marvellogroup.co.uk.