Subline Merchant Terms of Service

Last Updated: 26 February 2026

Effective Date: 26 February 2026

1. Introduction

These Merchant Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and Subline Ltd, a company registered in England and Wales ("Subline," "we," "us," or "our").

By installing the Subline app from the Shopify App Store, clicking "I agree," or otherwise accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

• "App" means the Subline Merchant App available through the Shopify App Store.

• "Commission" means the fee payable by Merchant to Subline as set out in Section 6.

• "Customer" means an end-user who purchases Products through the Subline Platform.

• "Platform" means the Subline mobile application and associated services through which Customers discover and purchase Products.

• "Products" means the goods offered for sale by Merchant through their Shopify store.

• "Product Data" means the information about Products that is synced to the Platform, as described in Section 7.

• "Shopify" means Shopify Inc. and its subsidiaries.

• "Subline Order" means an order placed by a Customer that originated from the Subline Platform.

3. Service Description

3.1 What Subline Does

Subline operates a mobile shopping platform that helps fashion-forward consumers discover and purchase products from independent brands and retailers. By joining Subline, your Products become discoverable to engaged mobile shoppers looking for their next favourite brand.

3.2 How It Works

1. Product Sync: After you join Subline, your product catalogue is synced to our Platform. This includes product information such as titles, descriptions, images, and inventory levels.

2. Customer Discovery: Customers using the Subline mobile app can browse, search, save, and share your Products.

3. Checkout: When a Customer decides to purchase, they complete checkout through your Shopify store. The order is processed and fulfilled by you using your standard Shopify fulfilment processes.

4. Commission: For orders that originate from the Subline Platform, you pay a commission to Subline as described in Section 6.

3.3 What Subline Is Not

Subline is not a marketplace where we take possession of goods, nor do we act as an agent for either Merchants or Customers. We provide a discovery and referral platform. The contract of sale for any purchase is directly between you (the Merchant) and the Customer.

4. Eligibility

To use the Subline App, you must:

1. Have an active Shopify store with a valid Shopify subscription.

2. Sell physical products (fashion, accessories, homeware, or related categories).

3. Be able to fulfil orders and ship to at least one of the countries where Subline operates.

4. Have the legal capacity and authority to enter into these Terms.

5. Comply with all applicable laws and regulations in your jurisdiction.

6. Not have been previously terminated from the Subline platform for breach of these Terms.

5. Account Registration and Setup

5.1 Installation

To join Subline, you must install the Subline App from the Shopify App Store and complete the onboarding process within the App.

5.2 Required Information

During setup, you must provide:

• A store logo (PNG format, black and white, maximum 2MB)

• Acceptance of these Terms and the commission rate

• Approval of the billing subscription through Shopify

5.3 Account Security

You are responsible for:

• Maintaining the security of your Shopify account credentials

• All activities that occur under your account

• Notifying us immediately of any unauthorised access or security breach

6. Commission and Billing

6.1 Commission Rate

Subline charges a commission of ten percent (10%) on the product subtotal of each Subline Order.

6.2 Commission Calculation

The commission is calculated as follows:

• Included: The price of Products purchased (excluding any discounts applied by Subline)

• Excluded: Shipping costs, taxes, duties, and any fees charged by payment processors

Example: If a Customer places an order with a product subtotal of EUR 100 and EUR 10 shipping, the commission is EUR 10 (10% of EUR 100), not EUR 11.

6.3 When Commission is Charged

Commission is charged when a Subline Order is placed and successfully processed through your Shopify store.

6.4 Billing Method

All commissions are charged through Shopify's Billing API. Charges will appear on your regular Shopify invoice. You do not receive separate invoices from Subline.

6.5 Billing Cap

Your account has a configurable billing cap that limits the maximum commission charges in any billing cycle. The default cap is set during onboarding. You can adjust your cap through your Shopify admin settings.

If your commission charges reach your billing cap:

1. Your Products will be temporarily hidden from the Subline Platform

2. You will be notified via email when approaching (90%) and reaching (100%) your cap

3. Products will be restored automatically when you increase your cap

6.6 Refunds and Credits

If you issue a refund to a Customer for a Subline Order:

1. We will issue a proportional credit to your account

2. Credits appear on your Shopify bill as "Commission refund for order #[number]"

3. For partial refunds, the credit is proportional to the product amount refunded

4. Credits are processed automatically when Shopify notifies us of the refund

Example: If you refund 50% of the product value of an order, you receive a credit equal to 50% of the original commission charged.

6.7 Disputed Orders

If an order is disputed or charged back by a Customer, and you lose the dispute, the original commission remains payable. Subline is not responsible for chargebacks or payment disputes between you and Customers.

6.8 Currency

Commission is calculated and charged in your shop's base currency as configured in Shopify.

7. Product Data

7.1 Data We Sync

When you enable sync, we collect and store the following Product Data:

• Product and variant identifiers

• Product titles and descriptions

• Product images

• Vendor/brand name

• Product categories and types

• Tags and keywords

• Collection names

• Size, colour, and other variant options

• Inventory quantities and availability status

• Product URLs on your Shopify store

• Shipping and delivery configuration (processing times, shipping zones, free shipping rules)

• Fulfilment event data for Subline Orders (shipment dates, delivery dates, carrier names, tracking numbers, origin and destination countries)

7.2 Data We Do Not Store

Pricing information is NOT stored by Subline. Product prices are fetched in real-time from your Shopify store when displayed to Customers. This ensures:

• Prices are always accurate and current

• Your pricing updates are reflected immediately

• Multi-currency pricing (Shopify Markets) is properly supported

7.3 How Product Data is Used

Your Product Data is used to:

• Display your Products to Customers on the Subline Platform

• Power search, filtering, and recommendation features

• Maintain wishlist and favourites functionality for Customers

• Generate analytics and insights (aggregated and anonymised)

• Provide estimated delivery timeframes to Customers based on shipping and fulfilment data

7.4 Data Accuracy

You are responsible for ensuring your Product Data is accurate, complete, and up to date. Inaccurate product information may result in Customer complaints, refund requests, or removal from the Platform.

7.5 Automatic Sync

After initial setup, Product Data is automatically kept in sync via Shopify webhooks. When you add, update, or remove products in Shopify, these changes are reflected on the Subline Platform automatically.

8. Merchant Obligations

8.1 Product Quality and Accuracy

You must:

• Ensure all Product Data is accurate and not misleading

• Provide clear and honest product descriptions

• Use only images that accurately represent your Products

• Maintain accurate inventory levels to avoid overselling

8.2 Order Fulfilment

For all Subline Orders, you must:

• Process orders in a timely manner consistent with your stated policies

• Ship Products using reliable carriers with tracking where possible

• Package Products appropriately to prevent damage

• Provide estimated delivery timeframes that you can reasonably meet

8.3 Customer Service

You are solely responsible for customer service related to orders, including:

• Responding to Customer enquiries about Products and orders

• Handling returns and exchanges according to your policies

• Resolving complaints and disputes with Customers

• Processing refunds when required by law or your policies

8.4 Compliance

You must:

• Comply with all applicable laws in your jurisdiction and any jurisdiction where you sell

• Ensure Products comply with applicable safety and regulatory requirements

• Accurately collect and remit all applicable taxes

• Not sell prohibited, illegal, or restricted items

• Comply with Shopify's Acceptable Use Policy

8.5 Prohibited Conduct

You must not:

• Provide false or misleading information to Subline or Customers

• Manipulate or attempt to manipulate Subline's systems or rankings

• Circumvent the Platform to avoid paying commission

• Contact Customers for marketing purposes without their consent

• Sell counterfeit, stolen, or infringing Products

• Engage in any fraudulent activity

9. Branding and Store Presentation

9.1 Logo Requirements

Your store logo must:

• Be in PNG format

• Be black and white (for consistent presentation across the Platform)

• Be a maximum of 2MB in file size

• Be a logo you have the right to use

• Not contain offensive or inappropriate content

9.2 How Your Brand Appears

On the Subline Platform:

• Your store logo is displayed alongside your Products

• Your brand/vendor name is shown on product listings

• Customers can view all Products from your store in one place

9.3 Changes to Branding

You may update your logo at any time through the Subline App. Changes typically take effect immediately.

10. Intellectual Property

10.1 Your Intellectual Property

You retain all rights, title, and interest in your:

• Trademarks, trade names, and brand assets

• Product images and descriptions

• Any other content you provide

10.2 Licence to Subline

By using the Service, you grant Subline a non-exclusive, royalty-free, worldwide licence to:

• Display your Products, brand, and logo on the Platform

• Use your Product Data as necessary to provide the Service

• Include your brand in marketing materials promoting the Platform

This licence terminates when you stop using the Service, subject to reasonable wind-down periods.

10.3 Subline's Intellectual Property

Subline retains all rights in the Platform, App, and our trademarks. Nothing in these Terms grants you any rights to use Subline's intellectual property except as necessary to use the Service.

10.4 Feedback

If you provide feedback or suggestions about the Service, you grant Subline the right to use such feedback without compensation or attribution.

11. Privacy and Data Protection

11.1 Merchant Data

Our collection and use of your data (as a Merchant) is governed by our Privacy Policy, which forms part of these Terms.

11.2 Customer Data

Subline does not share Customer personal data with Merchants beyond what is necessary for order fulfilment (which is provided through Shopify's standard order process).

11.3 GDPR and Data Protection

If you are based in the European Economic Area or process personal data of EEA residents:

• You must comply with GDPR and other applicable data protection laws

• Subline acts as a data processor for Product Data you provide

• We will respond to data subject requests in accordance with our legal obligations

11.4 Data Deletion

When you uninstall the App or request data deletion:

• Your Product Data is removed from the Platform

• Order history may be retained for legal and accounting purposes

• Some data may be retained in anonymised form for analytics

• Shipping configuration and fulfilment tracking data is deleted when you uninstall the App, except where retained in anonymised form for delivery estimate modelling.

12. Term and Termination

12.1 Term

These Terms commence when you accept them and continue until terminated by either party.

12.2 Termination by Merchant

You may terminate these Terms at any time by:

• Uninstalling the Subline App from your Shopify store

• Emailing us at partners@sublineapp.com

12.3 Termination by Subline

Subline may terminate or suspend your access:

• Immediately if you breach these Terms, engage in fraudulent activity, or if required by law

• With 30 days' notice for any other reason, including discontinuation of the Service

12.4 Effect of Termination

Upon termination:

• Your Products will be removed from the Platform

• You remain liable for any outstanding commission charges

• Any credits owed to you will be applied to your Shopify account

• Provisions that by their nature should survive termination will survive

12.5 Outstanding Orders

If there are Subline Orders pending at the time of termination, you must:

• Fulfil all orders placed before the termination date

• Pay commission on those orders as normal

13. Disclaimers

13.1 Service Provided "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13.2 No Guarantee of Results

Subline does not guarantee:

• Any specific number of Customers, views, or sales

• That the Service will be uninterrupted or error-free

• That the Platform will be available in any particular location

• The accuracy or reliability of any information on the Platform

13.3 Third-Party Services

Subline relies on third-party services including Shopify. We are not responsible for:

• Outages or issues with Shopify or other third-party services

• Changes to Shopify's terms, fees, or functionality

• Actions or omissions of payment processors

14. Limitation of Liability

14.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBLINE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

14.2 Cap on Liability

SUBLINE'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL COMMISSION PAID BY YOU TO SUBLINE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED POUNDS STERLING (GBP 100), WHICHEVER IS GREATER.

14.3 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence

• Fraud or fraudulent misrepresentation

• Any other liability that cannot be excluded by law

15. Indemnification

You agree to indemnify, defend, and hold harmless Subline, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from or related to:

1. Your breach of these Terms

2. Your Products or Product Data

3. Your violation of any law or third-party rights

4. Disputes between you and Customers

5. Your negligence or wilful misconduct

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Subline regarding the Service.

16.2 Amendments

We may amend these Terms from time to time. We will provide notice of material changes via email or through the App at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the amended Terms.

16.3 Assignment

You may not assign or transfer these Terms without Subline's prior written consent. Subline may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

16.5 Waiver

Subline's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.6 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Subline.

16.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

17. Governing Law and Disputes

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Dispute Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate negotiations by sending written notice to the other party.

17.3 Jurisdiction

Subject to the dispute resolution process above, the courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or related to these Terms.

18. Contact Information

If you have any questions about these Terms or the Service, please contact us:

Subline Ltd

Email: partners@sublineapp.com

19. Acceptance

By clicking "I agree," installing the Subline App, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms.

These Terms of Service were last updated on 26 February 2026.