Noemion — Terms of Service

Version: 1.0

Last updated: 9 October 2026

1. Who we are, and what these terms are

These Terms of Service (the "Terms") are an agreement between:

• NOT SO COMMON LTD, trading as The Tryon Company, a company registered in England and Wales under company number 17504170, registered office Office 21814, 182-184 High Street North, East Ham, London, E6 2JA, United Kingdom ("Noemion", "we", "us"); and
• the merchant who installs or uses the Noemion application (the "Merchant", "you").

You can contact us at support@thetryoncompany.com.

These Terms are the Principal Agreement referred to in the Data Processing Agreement (the "DPA"). The DPA is incorporated into these Terms and forms part of them. Where these Terms and the DPA conflict on the subject of personal data, the DPA prevails, except that §12 (Liability) governs all liability under or in connection with the DPA, including liability for subprocessors.

You accept these Terms by installing the application from the Shopify App Store, or by using it. If you install it on behalf of a business, you confirm you are authorised to bind that business. The Service is offered only to businesses acting in the course of their trade, not to consumers.

2. The service

Noemion is an AI-assisted customer-service application for Shopify stores (the "Service"). It comprises:

• a storefront chat widget whose automated assistant answers shopper questions from your store's content and the configuration you provide;
• order-status and tracking lookups for a shopper who verifies the email address on the order;
• handoff to your team, by live chat or a contact form; the Service adds the name and email address a shopper gives when asking for a person to your Shopify customers, tagged "Noemion chat", without marketing consent;
• a staff workspace: an inbox for handed-off conversations and for email you forward to us; replies by chat and email (through our email provider or, where available, a Gmail or Microsoft mailbox you connect); AI-suggested rewrites of staff drafts; and order actions (refunds, cancellations, address corrections, and edits to an order's items, note and tags) executed on your store through Shopify;
• a conversations API for reading your own conversation data, with API keys you create;
• satisfaction ratings, response templates, reporting, and configuration of the assistant.

We may add, change or remove features, provided the changes do not materially reduce the core of what you pay for during a period you have already paid for.

3. Your Shopify store and account

3.1 The Service runs on Shopify. You need a Shopify store and must comply with Shopify's own terms. We are not a party to your agreement with Shopify, and Shopify is not a party to these Terms. As between you, us and Shopify: (a) we alone are responsible for the application; (b) Shopify is not liable for any fault in the application or any harm that may result from its installation or use; (c) except where Shopify expressly states otherwise, Shopify cannot provide assistance with installing or using the application — contact us under §8.2; and (d) we alone are responsible for any liability arising from the application, subject to the limits in §12, which apply between you and us.

3.2 You are responsible for the people you give access to, in the Shopify admin and in the Noemion staff workspace. Their actions, including replies to shoppers and order actions, are taken on your behalf and on your authority, and assigning their permissions is your responsibility.

3.3 You are responsible for the accuracy and lawfulness of the content and instructions the Service works from (knowledge base, store policies, templates, promotions, persona and instructions), and you confirm you have the rights to provide them.

3.4 Order actions your staff take through the Service are executed by Shopify (and, where money moves, by your payment provider) on your staff's instruction, and some cannot be undone. You are responsible for checking each action before confirming it and for its consequences. We are not liable for loss arising from an action your staff confirmed, or from Shopify's or your payment provider's processing of it, except to the extent the action executed differently from what was confirmed because of a fault in the Service.

3.5 Staff sign in to the staff workspace with one-time codes sent to their email, so you are responsible for those mailboxes and for revoking access promptly when someone leaves. Keep API keys secret: activity under your keys is yours. Data you read through the API or send to other tools leaves the Service, and you are responsible for it as controller.

4. The assistant

4.1 The assistant is an AI system. Its output can be wrong, incomplete or out of date, including when your content is accurate. We do not warrant that the assistant will follow your instructions or use only your content, or that its output is accurate, complete, current or non-infringing. You are responsible for reviewing how it represents your store.

4.2 The assistant cannot take transactional actions on your store. Order actions can be performed only by your authorised staff through the staff workspace, never by the assistant in response to something a shopper typed.

4.3 What the assistant tells your shoppers is said on your behalf. As between you and your shoppers, you are responsible for it, and for honouring or correcting it under your own terms and the law that applies to your store.

4.4 AI disclosure. Every chat begins with a notice that the shopper is talking to an AI assistant. You must not remove, hide, obscure or contradict that notice; present the assistant as a human (including through its name, persona, greeting or instructions); or instruct it to deny being an AI. You are responsible for any further notice your own law requires of you, including in your storefront privacy policy and terms. We may add or restore AI disclosures at any time.

4.5 Shopper reliance. Subject to §12.1, we are not liable to you for loss arising from what the assistant tells a shopper on the basis of content, configuration or instructions you provided, or from a shopper's reliance on it, except to the extent caused by our failure to provide the Service with reasonable skill and care. Our liability to you for anything else the assistant says is as set out in §12.

4.6 Regulated use. You must not use or configure the assistant to give medical, health, legal, financial, investment, tax or safety advice; to assess eligibility for age-restricted or regulated products; to make decisions with legal or similarly significant effects on shoppers; or for any use the EU AI Act prohibits (Article 5) or classes as high-risk (Annex III).

4.7 Handoff. We do not guarantee that handoff is available, that notifications are delivered, or any response time. You must not tell shoppers a person is available when none is.

4.8 Drafting help. AI-suggested rewrites of staff drafts are suggestions; your staff are responsible for what they send.

5. Fees and billing

5.1 Fees are charged through Shopify's subscription billing and appear on your Shopify invoice. Using the Service needs a paid plan: there is no free trial and no free plan. The plans, prices and usage allowances are those displayed on the App Store listing and on the in-app plan page when you choose or change a plan. A plan renews every 30 days (a "billing period").

5.2 The metered unit is an AI-handled conversation. Every plan includes an allowance of them for each billing period. A conversation counts once, when the assistant first delivers a reply in it (including a reply that shows only product or order details, or an automated fallback message), however many messages follow. Conversations handled only by your staff, and AI-suggested rewrites of staff drafts, do not count. Conversations above your allowance are billed as Shopify usage charges at your plan's per-conversation rate, up to the usage cap you approved in Shopify, and may be billed in batches during the billing period and at cancellation.

5.3 No plan, no new chats. Without an active plan (none chosen, a cancelled plan whose paid period has ended, or a subscription Shopify has frozen or reports as past due), the chat widget is not shown to shoppers who have no conversation under way, and new conversations cannot start. Conversations already open can finish, and your team can still work them from the staff workspace.

5.4 We may change prices or plan structure. Changes take effect on your next billing period at the earliest, on at least 30 days' notice given through the app or by email, and never apply retroactively to a period you have already paid for. Where Shopify requires you to approve a new recurring charge, nothing changes until you do; if you do not approve a new charge Shopify requires by the effective date, we may end your current plan at the end of the notice period.

5.5 Prices exclude any applicable taxes, which are charged as the law requires.

5.6 First-month bonus. The first time a store has a paid plan, its first billing period includes a bonus on top of the plan's allowance, shown on the in-app plan page. It is given once per store: cancelling, uninstalling or reinstalling does not earn it again. If you change plan during that first billing period, the bonus follows your new plan. We may change or withdraw the bonus for stores that have not yet received it.

5.7 Changing plan. You can change plan at any time from the in-app plan page. The change takes effect once you approve the new charge in Shopify, and Shopify applies any proration or credit its billing provides.

6. Cancellation and refunds

6.1 You may cancel at any time, from the Billing page in the application or by uninstalling the application. Cancellation follows Shopify's billing mechanics: Shopify stops further charges, and charges already billed, or already generated for your next Shopify invoice, are not refunded by cancelling. Charges for conversations above your allowance that accrued before you cancelled remain payable, and may be billed through Shopify at cancellation.

• (a) If you cancel your plan in the application, the Service runs on until the paid-through date the application shows you when you cancel, up to the conversations your plan includes for the period, and no conversations above that allowance are billed after you cancel. After that date, new conversations no longer start (§5.3). A cancellation made in Shopify has the same effect, unless you uninstall.
• (b) If you uninstall the application, the Service ends at once: the storefront widget is switched off and your API keys stop working. Days left in a paid billing period are not carried over.
• (c) If you choose a plan again while days remain on a cancelled plan, the new plan starts a new billing period that day, and the remaining days are not credited.

6.2 Refunds. Beyond §6.4, §9.2 and what the law requires, we do not commit to refunds. We may issue a refund or credit through Shopify's billing at our discretion, and doing so once does not oblige us to do so again.

6.3 Uninstalling is also termination: see §10 for what happens to your data.

6.4 Leaving over a subprocessor objection. If an objection you raised under DPA Clause 7.3A to a change of subprocessor cannot be resolved, you may end these Terms by uninstalling the application. If you ask us in writing at support@thetryoncompany.com before you uninstall, we cancel your subscription with a pro rata refund of the unused part of your current billing period, through Shopify's billing, and you then uninstall.

7. Acceptable use

You agree not to:

• use the Service unlawfully, or configure it to mislead shoppers or to produce content you are not entitled to publish;
• remove, hide, obscure or contradict the AI notice described in §4.4, or configure the assistant to present itself as a human or to deny being an AI;
• use it to send spam or unsolicited communications;
• interfere with the Service, including by probing, overloading, or circumventing rate limits, usage metering or security controls;
• resell, sublicense or white-label the Service without our written agreement;
• reverse engineer the Service except where the law grants that right regardless of contract;
• use the Service in breach of Shopify's terms or policies that apply to your store;
• instruct the assistant to collect data from shoppers that the DPA does not provide for, or to solicit special-category data;
• configure the assistant to use manipulative or deceptive techniques or to pressure shoppers;
• use the Service to generate unlawful, harassing, sexually explicit or infringing content; or
• deploy the Service on a store directed at children.

We may remove or disable content that breaches this section, and §9 applies to serious or repeated breaches.

8. Availability and support

8.1 We provide the Service with reasonable skill and care. We do not offer an uptime guarantee or service credits. The Service may be unavailable during maintenance, because of faults, or because of failures in things we depend on (§11).

8.2 Support is by email at support@thetryoncompany.com. Response times are not contractual.

8.3 We may suspend the Service, wholly or for you alone, where necessary: for non-payment or a frozen Shopify subscription; for a security threat; for a suspected breach of §4.4 or §7; where the law, a regulator, Shopify or one of our providers requires it; or for emergency maintenance. A suspension lasts no longer than the cause requires, and we tell you why as soon as practicable.

8.4 We aim to meet WCAG 2.1 AA for the storefront chat widget and fix reported accessibility defects. Report them under §8.2.

9. Termination by us

9.1 We may terminate these Terms, or suspend your use, if:

• you materially breach them and, where the breach is remediable, do not remedy it within 14 days of notice;
• you become insolvent;
• your subscription charge fails or is reversed and is not resolved through Shopify billing;
• we are required to by law, by Shopify, or by the loss of a dependency we cannot reasonably replace, or Shopify removes the application from its App Store or ends our Partner account; or
• we discontinue the Service, or choose to end these Terms with you for any other reason, in which case we give at least 30 days' notice.

9.2 On termination your right to use the Service ends. Fees accrued to termination remain payable, and §6 governs refunds, except that if we end these Terms under the last case in 9.1, we refund, through Shopify's billing, the fees you have paid for the unused part of your billing period.

10. Your data on exit

10.1 You can read your conversation data at any time through the conversations API, and DPA Clause 12.3 describes the export we provide. Your access, including your API keys, ends when you uninstall, so export what you need first. Conversations are deleted automatically 12 months after they start (DPA Clause 12.1); keeping any records you must keep is your responsibility.

10.2 Uninstalling the application is your instruction to delete your shop's data. We delete it, apart from the records we must keep, as DPA Clause 12.2 describes, when Shopify sends us its shop-redaction request after the uninstall.

10.3 If these Terms end while the application remains installed, we switch the Service off and delete your shop's data, apart from the records we must keep, as DPA Clause 12.2 describes.

10.4 §§5–6 (as to amounts accrued or due before termination), 9.2, 10, 12, 13, 14, 16 and 17 survive termination, as does the DPA for as long as we hold any of your shop's data.

11. Third-party dependencies

The Service depends on things we do not control: Shopify's platform and APIs; third-party AI providers (currently OpenAI, with xAI as a backup); and the email, hosting and analytics providers listed in the DPA's Annex III. We may change models or providers, subject to DPA Clause 7.3. Except for our responsibility for subprocessors under the DPA, we are not liable for their outages, rate limits, model changes or content filtering, or for Shopify itself, your own connected mailbox, or carrier sites linked from tracking information.

12. Liability

12.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.

12.2 Subject to 12.1, neither party is liable under or in connection with these Terms for: loss of profits, revenue, sales or business; loss of anticipated savings; loss of business opportunity or goodwill; wasted expenditure; or loss or corruption of data (except the cost of restoring it from our latest backup) — in each case whether direct or indirect — or for any other indirect or consequential loss, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether or not the loss was foreseeable.

12.3 Subject to 12.1, 12.2 and 12.6, each party's total aggregate liability for all claims under or in connection with these Terms (including the DPA), however arising, is limited to the greater of (a) the total fees paid or payable by you for the Service through Shopify's billing in the 12 months immediately before the first event giving rise to liability, and (b) £100 (or its equivalent in the currency you are billed in). This is one cap for all claims, not a cap per claim.

12.4 The Service is provided "as is and as available, save as expressly stated in these Terms". All conditions, warranties and terms implied by statute or common law are excluded to the fullest extent the law permits.

12.5 These limits apply to the DPA through its Clause 14.1. They do not reduce either party's regulatory obligations under Data Protection Law, and nothing here excludes a data subject's own statutory rights against either party.

12.6 The limits in 12.2 and 12.3 do not apply to your obligation to pay fees, your liability under §14, or your breach of §7.

13. Intellectual property

13.1 We own the Service. These Terms grant you a non-exclusive, non-transferable right to use it for your own store(s) while they remain in force. No other rights are granted.

13.2 You own your content: your knowledge base, store content, response templates, assistant configuration, and your shoppers' conversations as between you and us (the DPA governs the personal data within them). You grant us a licence to host and process that content solely to provide the Service, consistent with DPA Clause 4.4, and never to train machine-learning models, ours or anyone's. We use our AI providers only on terms that bar training on your content (DPA Clause 4.5).

13.3 If you give us feedback or suggestions, we may use them without obligation, under a perpetual, irrevocable, worldwide, royalty-free licence; this never extends to your content or your shoppers' data.

13.4 We may use data about how the Service is used, keyed to your store and containing no shopper messages or other shopper content, to operate, secure and improve the Service, and may publish it only in aggregate, so that neither you nor any person is identifiable. None of it is used to train machine-learning models.

14. Indemnity

You indemnify us against third-party claims arising from:

• your content and knowledge base, and your configuration of the assistant, including what the assistant tells shoppers from them;
• order actions and messages your staff send;
• your failure to give shoppers the notices, or obtain the consents, your own law requires;
• your use of data you read through the API;
• your breach of §4.4, §4.6 or §7; or
• your own breach of laws applying to your store.

This does not apply to the extent a claim results from our breach of these Terms or the DPA, or from something the assistant said that did not come from your content, configuration or instructions. We must give you prompt notice of a claim, let you control its defence, and cooperate with you at your cost. We give no indemnity of our own under these Terms.

15. Changes to these Terms

We may update these Terms. For material changes we give at least 30 days' notice through the app or by email to your store's contact address (§16.5) before they take effect; continued use after that date is acceptance. Non-material changes, and changes required by law or by Shopify, may take effect sooner. If you do not accept a change to these Terms, your remedy is to stop using the Service, cancelling under §6, before it takes effect. Changes to the DPA follow DPA Clause 14.4, and changes of subprocessor follow DPA Clauses 7.3 and 7.3A.

16. General

16.1 Entire agreement. These Terms, the DPA, and the plan, price and allowance details you approve in Shopify's billing flow are the entire agreement between us about the Service, and supersede prior discussions. The Privacy Policy, App Store listing, documentation and marketing materials are for information only. Neither party relies on any statement not set out in the agreement, but nothing excludes liability for fraudulent misrepresentation. On conflict: the DPA (on personal data, subject to §1), then these Terms, then the plan details.

16.2 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor of the business, with notice to you, provided the DPA's protections continue.

16.3 Severability. If a provision is held invalid, the remainder continues in force.

16.4 No waiver. Not enforcing a provision is not a waiver of it.

16.5 Notices. We send notices to the contact email we hold for your Shopify store or, where we hold none, to the email address of your Shopify account, or through the app. You send notices to support@thetryoncompany.com.

16.6 Third-party rights. No one other than the parties may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

16.7 Relationship. Nothing here creates a partnership, joint venture or agency between us.

16.8 Force majeure. Neither party is liable for delay or failure in performing its obligations, other than an obligation to pay, caused by events beyond its reasonable control, including failures or outages of Shopify, AI, hosting, email or network providers, cyber-attacks, and acts of government. This does not reduce either party's regulatory obligations under Data Protection Law (§12.5).

16.9 Confidentiality. Each party keeps confidential the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential, uses it only to perform or use the Service, and discloses it only to those of its personnel, advisers and service providers who need it for that purpose and are bound to keep it confidential. This applies for the term and for three years after it. It does not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew or developed independently, or that it received lawfully from a third party, and a party may disclose information that the law or a regulator requires it to disclose.

17. Governing law

These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales, save that either party may seek urgent injunctive relief in any court of competent jurisdiction.