These Terms and Conditions (the Terms) govern access to and use of the Xanavo service (the Service). By installing, accessing, or using the Service, Customer agrees to be bound by these Terms.
Parties
Nicolaistraat 80, 2517 TD The Hague, Netherlands
KvK number: 93150687
Trading as Xanavo
Recitals
Definitions
Acceptance and Precedence
By installing, accessing, or using the Service, Customer accepts these Terms in full.
These Terms form the entire agreement between the parties regarding the Service and supersede prior discussions or agreements relating to the Service.
If the Service is installed or billed through a Platform marketplace such as the Shopify App Store, the Platform’s billing, cancellation, and payment flow may apply in addition to these Terms. If there is a direct conflict regarding billing mechanics, the Platform marketplace rules will prevail for billing flow only.
Eligibility and Account
Customer represents that it has the legal capacity to enter into these Terms. If Customer is using the Service on behalf of a business, the individual accepting these Terms confirms they are authorized to bind that business.
Customer is responsible for maintaining accurate account information and for all activity under its Account.
Customer must keep login credentials confidential and notify Xanavo promptly of suspected unauthorized access.
Plans, Fees, Taxes, and Payment
Customer may subscribe to a Free Plan or Paid Plan, if offered, as described on Xanavo’s website or relevant Platform listing.
Paid Plans may be offered on monthly or annual billing. Subscriptions renew automatically unless cancelled under Section 11.
Fees are charged in advance for the selected billing period unless stated otherwise in the plan description.
Customer authorizes Xanavo or its payment processor, or the Platform billing system, to charge the designated payment method for Fees plus applicable taxes.
Customer is responsible for all applicable taxes, including VAT, except where Xanavo is required by law to collect and remit taxes.
Unless mandatory law requires otherwise, Fees are non-refundable once charged. If Customer cancels, the subscription remains active until the end of the current paid period.
Xanavo may change Fees upon at least thirty days prior notice. Changes apply at the next Renewal Term. Continued use after the change takes effect constitutes acceptance.
Free Plan Terms
If a Free Plan is offered, Xanavo may include product limitations and may display Xanavo attribution within the Service interface or exported outputs.
Customer must not remove or obscure any required attribution, usage limits, or access controls applicable to the Free Plan.
Xanavo may modify or discontinue any Free Plan at any time.
License and Permitted Use
Subject to these Terms and payment of applicable Fees, Xanavo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Customer’s own internal business purposes for the stores and domains controlled by Customer.
Customer may use Service outputs, recommendations, and reports internally and for operating Customer’s store.
All rights not expressly granted are reserved by Xanavo and its licensors.
Prohibited Use
Customer must not, and must not allow any third party to:
Copy, modify, translate, decompile, reverse engineer, or attempt to derive source code from the Service, except to the extent such restriction is prohibited by applicable law.
Circumvent security features, access controls, rate limits, or usage restrictions.
Use the Service to develop or provide a competing product or service, or to benchmark the Service publicly without Xanavo’s prior written consent.
Resell, rent, lease, sublicense, or provide access to the Service to third parties as a service bureau, except where explicitly permitted by a Paid Plan that allows multi-store or agency usage.
Upload or transmit malware, harmful code, or content that is unlawful, infringing, defamatory, or violates third party rights.
Interfere with or disrupt the integrity or performance of the Service.
Customer Data, Content, and Permissions
Customer retains ownership of Content and Customer Data.
Customer grants Xanavo a worldwide, royalty-free license to host, process, transmit, display, and create derived analytical outputs from Customer Data and Content solely as necessary to provide, maintain, secure, and improve the Service and to produce the Service outputs requested by Customer.
Customer is responsible for ensuring it has the necessary rights and lawful basis to provide Content and Customer Data to Xanavo, including where Customer connects third party accounts or installs the Service on a Platform.
Customer acknowledges that the Service depends on access permissions granted through the Platform and that limiting permissions may reduce functionality.
Xanavo may suspend processing or remove Content that violates these Terms or applicable law.
Output Nature and No Guaranteed Results
The Service provides diagnostic insights, prioritization, scoring, and recommended decisions based on data signals, deterministic rules, and platform-accessible information.
Outputs are informational and do not constitute legal, financial, tax, or professional advice. Customer remains responsible for decisions, implementation, and outcomes.
Xanavo does not guarantee any specific conversion rate improvement, revenue increase, ranking outcome, or business result.
The Service does not modify themes or implement fixes automatically unless explicitly stated in Documentation for a specific feature.
Outputs are informational only. Xanavo does not guarantee specific business results from using the Service.
Third Party Services and Platforms
The Service may integrate with Platforms and third party services such as Shopify and analytics tools. Those services are governed by their own terms and privacy policies.
Xanavo is not responsible for third party services, outages, changes, or data handling performed by those third parties.
Platform actions, including installation, permissions, billing, refunds, and cancellation flows, may be controlled by the Platform.
Term, Cancellation, and Termination
These Terms begin on the Effective Date and remain in effect for the Subscription Term.
Customer may cancel a Paid Plan through the Platform admin portal where applicable, or through the Service billing settings if billed directly by Xanavo. Cancellation takes effect at the end of the current paid billing period.
Xanavo may suspend or terminate access to the Service immediately if Customer materially breaches these Terms, or if required to do so for security, legal, or Platform compliance reasons.
If the breach is curable, Xanavo will use reasonable efforts to provide notice and a cure period of ten days, unless the breach creates immediate risk or involves unlawful activity.
Xanavo may terminate the Service for convenience with thirty days prior notice.
Upon termination, Customer must stop using the Service. If the Service includes a Platform app, Customer must uninstall it.
Sections intended to survive termination survive, including Sections 8, 9, 12, 13, 14, 16, and 17.
Intellectual Property
Xanavo and its licensors own all rights, title, and interest in the Service, including software, algorithms, scoring logic, rule sets, templates, UI, design, Documentation, and trademarks.
Customer receives no ownership rights in the Service.
Customer grants Xanavo a perpetual, irrevocable, worldwide, royalty-free license to use feedback, suggestions, or ideas provided by Customer to improve the Service without compensation.
Confidentiality
Each party may receive confidential information of the other party. Confidential information includes non-public business, technical, product, and financial information.
Each party must protect the other party’s confidential information using reasonable measures and may use it only to perform obligations under these Terms.
Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, independently developed, or lawfully obtained from a third party.
Data Protection
Xanavo processes personal data in accordance with applicable data protection laws and the Privacy Notice.
Where required under GDPR, Xanavo will act as a processor for personal data included in Customer Data and Customer will act as controller.
Customer is responsible for ensuring it provides appropriate notices to its end users and has a lawful basis to process personal data through the Service.
Warranties and Disclaimer
Each party warrants it has authority to enter into these Terms.
The Service is provided on an as-is and as-available basis. To the maximum extent permitted by law, Xanavo disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Xanavo does not warrant that the Service will be uninterrupted, error-free, or compatible with all third party software, themes, or apps.
Limitation of Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under applicable law.
Xanavo is not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill.
To the maximum extent permitted by law, Xanavo’s total aggregate liability arising out of or relating to the Service or these Terms will not exceed the Fees paid by Customer to Xanavo in the twelve months immediately preceding the event giving rise to the claim.
Xanavo’s maximum liability is capped at twelve months of Fees paid. Consequential and indirect damages are excluded to the fullest extent permitted by law.
Indemnity
Customer will defend, indemnify, and hold harmless Xanavo from and against claims, damages, liabilities, losses, and expenses arising from:
Customer Content or Customer Data, including alleged infringement or unlawful processing.
Customer’s breach of these Terms.
Customer’s violation of applicable law or third party rights.
Customer’s use of the Service in a manner not permitted by these Terms.
Force Majeure
Neither party is liable for delay or failure to perform due to events beyond reasonable control, including outages, platform failures, internet failures, acts of government, labor disputes, or natural disasters.
Amendments
Xanavo may update these Terms from time to time. If changes are material, Xanavo will provide at least thirty days prior notice through the Service, email, or website posting.
If Customer does not agree to the updated Terms, Customer must cancel before the changes take effect. Continued use after the effective date constitutes acceptance.
Governing Law and Jurisdiction
These Terms are governed by the laws of the Netherlands.
Disputes will be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands, except where mandatory consumer protection laws require otherwise.
Miscellaneous
No Waiver. Failure to enforce a provision is not a waiver.
Severability. If any provision is invalid, the remainder remains in effect.
Assignment. Customer may not assign these Terms without Xanavo’s prior written consent. Xanavo may assign these Terms as part of a corporate restructuring, merger, or asset transfer.
Notices. Notices must be in writing and will be deemed received when delivered by email or registered mail. For notices to Xanavo, contact us via our contact form.
Language. These Terms are drafted in English. If translated, the English version prevails to the extent permitted by law.
Acceptance
These Terms become binding when Customer accepts them through the Service interface, installs the Service through a Platform marketplace, or otherwise uses the Service.