Terms of service

The deal in brief

• You run your messaging program. You choose the campaigns and their hours, see their texts before anything sends, and decide whether our copywriters may test new versions. You press Start and can pause anything at any time.
• We run the software and its safeguards. STOP handling, quiet hours, litigator suppression and state blocks are on for every store. They can only stop or delay a message, never send one. If one of them fails and you're sued for it, we cover it, up to the limits in section 17.
• On performance plans you pay only on sales we drive, at the rate in your dashboard. If we drive nothing, you owe nothing.
• Your data is yours. Your customers, consent records and conversations stay yours, and you can get a copy any time.
• Both sides' liability is capped, and each of us covers only the claims that come from its own part.
• We protect our technology. Our prompts and internal playbooks stay confidential.
• You can leave whenever you like. Disconnect the app; you pay only for sales already credited.
• We give 30 days' notice of material changes, and you can leave before they apply to you.

These terms are the binding version. The summary above helps you read them.

1. Who these terms are for

1.1 These terms are an agreement between you and Zobi OÜ (registry code 17551980), Maakri 23a, Tallinn, Estonia ("Zobi", "we", "us"). They cover the Zobi service and the "Recoup" Shopify app you use to connect to it (together, the "Service").

1.2 You accept these terms when you click to start your campaigns, connect your store, or otherwise use the Service. If you accept for a company, you confirm you're authorised to bind it, and "you" means that company.

1.3 Zobi is a business service. You use it in the course of your trade or business, not as a consumer.

1.4 These terms incorporate our Messaging policy, Acceptable use policy and Data processing addendum (DPA). If they conflict, the DPA wins on personal data, the Messaging policy wins on messaging rules, and these terms win on everything else.

2. The Service

2.1 Zobi is conversational commerce software for online stores. It sends text messages (SMS, RCS and iMessage) to your store's shoppers for the campaigns you run. When a shopper replies, our AI writes the replies within the rules you set.

2.2 We're adding features all the time. We may change or retire features.

2.3 Carriers and Apple decide whether and when messages are delivered. We work to keep delivery high but can't promise any particular delivery rate.

3. Your messaging program: what you decide

3.1 Before anything sends, you make the decisions that define your program, and each one is recorded with its date:

1. Campaigns: which campaigns run (for example abandoned checkout, after an order, win-back).
2. Audience: every campaign follows each state's opt-in rules, which you accept before you start.
3. Hours: the hours your campaigns send in, in the shopper's local time, inside our quiet-hours floor (section 4).
4. Texts: you see the texts each campaign sends before you start. With "Let Zobi optimize your texts" on, our copywriters also test new wordings and offers in your brand's voice. You can turn that off at any time.
5. Rules for replies: the voice, the claims the AI must never make, the offers and discount ceiling it may use, and the persona name it uses.
6. Start: sending begins only when you press Start.

3.2 With optimization off, we change your texts only after you approve the change.

3.3 You can pause any campaign at any time from your dashboard or by asking us, and any single conversation by asking us.

3.4 Because these are your decisions, you are the sender of the messages your program sends, and the shopper relationship and consent they rely on are yours. We provide the software that carries them out.

4. Safeguards we run for you

4.1 Safeguards can only stop or delay a message. They never cause one to be sent. Whatever your settings, the Service:

1. stops messaging a shopper who replies STOP or otherwise clearly asks us to stop, and keeps them stopped across your store;
2. does not start or follow up on a conversation outside 8am to 9pm in the shopper's local time, judged by their phone number, or outside the narrower hours a state requires, judged by both their phone number and their shipping address (your own window, if you set one, applies inside this);
3. does not message numbers on the litigator suppression list we use;
4. does not start or follow up on a conversation with shoppers in the US states we block (Florida, Maryland, Oklahoma, Washington), judged by phone area code or shipping address, unless they ticked your SMS consent box.

4.2 These safeguards are our responsibility. If someone brings a claim against you because one of them failed, we cover it under section 18.2.

4.3 The safeguards are a floor, not the whole of the law. They don't replace your consent records or your judgement about your own audience.

4.4 In 4.1, a conversation starts, or is followed up, when we hand the message to our sending provider. A safeguard hasn't failed because of carrier delay, or because data you supplied (such as an address or opt-in record) was wrong.

5. Your responsibilities

5.1 Consent. Your campaigns follow each state's opt-in rules (section 4). You confirm the shoppers they reach came from your own checkout or orders, and that any list you add yourself has the consent the law requires. You'll keep the opt-in records your checkout collects for at least 4 years and give them to us on reasonable request. Your checkout and privacy policy will tell shoppers that you may text them and how to stop.

5.2 Your campaigns and offers. You're responsible for the campaigns you run, the offers and discount codes you authorise, and the products you sell, including their descriptions, pricing, fulfilment, refunds and safety.

5.3 Persona. The AI may use a persona name you approve. If it's a real person's name, you confirm they've agreed.

5.4 Law. You'll use the Service lawfully, including messaging, consumer-protection and privacy laws, and carrier rules that apply to you as the sender.

5.5 Account. You'll keep your login details secure and tell us promptly about any unauthorised use.

6. AI-written replies

6.1 After a shopper replies, our AI writes the responses, within your rules for replies. You can read the conversations that led to a sale in your dashboard, and ask us for any other conversation.

6.2 AI can make mistakes. If someone brings a claim because a reply broke your rules (for example it offered a bigger discount than your ceiling, or made a claim you banned), we cover it under section 18.2. Replies that follow your rules are yours, the same as if your own team had written them.

6.3 If you spot a reply you don't like, tell us, or suggest a better one in your dashboard where it offers that. We review the replies you raise and, where needed, adjust the AI's instructions for your store.

7. Accounts and the Shopify connection

7.1 You connect your store through the Recoup Shopify app, using Shopify's own authorisation. You can revoke that access at any time in Shopify. If you do, the Service stops working for your store.

7.2 Keep the information on your account accurate, including a billing contact and a person we can reach about compliance.

8. Acceptable use and sanctions

8.1 You'll follow our Acceptable use policy. In short: no prohibited products, no deceptive offers, no messaging people who didn't come from your own store.

8.2 You confirm that neither you nor your owners or users are on an EU, US, UK or UN sanctions list, or located in a comprehensively sanctioned territory, and you won't use the Service in breach of sanctions or export-control law.

9. Fees and billing

9.1 The Service is priced as performance-based ad spend: you pay the rate shown in your dashboard at the time of the sale, on sales attributed to your campaigns, under our attribution rules, which we'll explain on request. Some plans are billed as a flat monthly fee through Shopify instead.

9.2 You authorise us and our payment processor to charge your payment method as ad spend accrues, unless you're billed through Shopify or by invoice.

9.3 If you think a charge is wrong, tell us within 60 days. We'll investigate and refund any overcharge in full. Refunding an overcharge doesn't count toward the liability cap.

9.4 Prices exclude VAT and similar taxes, which are added where they apply.

9.5 If a payment fails, we'll tell you and may pause sending after 7 days until it's paid. Late amounts carry interest at the statutory rate for business payments under the Estonian Law of Obligations Act, and the fixed late-payment compensation the law allows.

10. Your data and ours

10.1 Yours. Your brand, product information, store data, customer list, consent records and the conversations with your customers belong to you. You can get a copy of your conversations, opt-out list and consent records at any time by asking us, including for 30 days after you leave, and download some of them from your dashboard.

10.2 How we use it. We use your data only to provide and improve the Service for you, as set out in the DPA, and to comply with law.

10.3 Shared safeguards. To protect every store, we keep shared lists of numbers no Zobi store may text, such as numbers on the litigator suppression list and numbers whose owners asked any Zobi store to stop. We use them only to stop messages, never to start them. The DPA explains how.

10.4 Aggregated data. We may use anonymised, aggregated statistics that can't identify you, your store or any person to improve the Service, only as far as Shopify's API terms allow for data that came from Shopify.

10.5 Ours. We own the Service, including its software, models, prompts, flows, conversation structures, playbooks and scoring logic ("Zobi Materials"). Zobi Materials don't include your data or your conversations. Templates you write or edit yourself are yours; the template structures we supply remain ours.

10.6 Licence. You give us a licence to host, process and transmit your content as needed to run the Service for you. You can use any suggestion or feedback you give us however you like, and so can we.

11. Edge Checkout

11.1 Off unless you ask for it. Edge Checkout lets your shoppers save their card on a checkout page we host for you and buy again by replying to a text. It's off for your store unless you ask us to switch it on, and you can ask us to switch it off at any time.

11.2 In your campaigns. When it's on, shoppers in conversations your campaigns start can use Edge Checkout to buy from your store.

11.3 Your charges. You're the seller and merchant of record for every charge on your payment account, including charges we place for you, and you're responsible for refunds, cancellations and chargebacks.

11.4 Your customers' cards. You may charge a saved card for your own orders and for subscriptions the shopper signed up for at your store. You can ask us at any time, including when you leave, to transfer those cards to a PCI DSS Level 1 card storage provider of your choice. We start the transfer within 30 business days of receiving the provider's attestation and key, and charge only what our card vault provider charges us.

11.5 Card storage. Saved cards are held by our card vault provider or your own payment processor, not on Zobi systems, and sent directly to your payment processor or order system when a charge is made.

11.6 Your privacy policy. If Edge Checkout is on for your store, you'll mention it in your privacy policy. Suggested text: "We offer Edge Checkout, a service provided by Zobi OÜ that saves your details for faster checkout if you choose it."

11.7 Shopper data. The shopper's own Edge Checkout account is governed by the Edge Checkout terms and privacy notice, with the Edge Checkout provider (Zobi OÜ) as its controller. The provider uses a shopper's saved details as that privacy notice describes. Order details from a purchase at your store are yours, under the DPA.

11.8 Cards your own apps hold. Separately from Edge Checkout, if you connect your own checkout or subscription app (such as CheckoutChamp, Loop or Skio), we may place an order on the card that app already holds, only when the shopper who owns that card says yes in a conversation. Edge Checkout doesn't need to be on for this. Disconnecting the app, or asking us, stops it.

12. No double texts

12.1 So no shopper gets two automated texts about the same cart, we may pause any campaign of ours that you're also running with another automated or AI texting service for the same shoppers, until one of them is off.

12.2 This never affects email, your other campaigns, other channels, or your own team texting customers by hand.

13. Protecting our technology

13.1 Confidential. Zobi Materials that aren't visible to shoppers (prompts, instructions, scoring logic, playbooks, internal flows) are our confidential information. Their confidentiality has no end date while they remain secret.

13.2 No copying or training. You won't copy or extract Zobi Materials into another tool or system, try to make the AI reveal its instructions, or use Zobi Materials or conversations from the Service to train or evaluate an AI model for anyone else's benefit.

13.3 What's always fine. Switching to another provider. Building tools for your own stores without using Zobi Materials. Using your own data and conversations in any way the law allows.

13.4 No reselling our work. During these terms and for 12 months after, you won't use the confidential materials in 13.1 to build, sell or white-label a messaging product for other businesses.

13.5 Our people. During these terms and for 12 months after, you won't hire away our staff or contractors who worked on your account without our agreement. A general job advert is fine.

13.6 Deliberate misuse. Misusing Zobi Materials on purpose has no liability cap (section 17.4), and we can claim our actual loss or, where that's hard to prove, at least what a licence for that use would reasonably have cost.

13.7 Either party may ask a court for an urgent order to stop a breach of this section or section 14.

14. Confidentiality

14.1 Each party will use the other's confidential information only for this agreement and protect it with reasonable care. Confidential information excludes what is public through no fault of the recipient, already known to it, independently developed, or rightfully received from someone else.

14.2 Either party may disclose confidential information when the law requires, with prompt notice to the other where allowed.

15. Pausing sending

15.1 We may pause sending for your store, in whole or in part, if we reasonably believe it's needed to: stop unlawful or non-consented messaging; respond to a carrier, Apple, Shopify or regulator; protect our sending routes or other merchants; or because a payment is more than 7 days overdue, one of our charges is disputed with your bank, or your Shopify billing stops being active.

15.2 We'll tell you why at the time, or as soon as we can, limit the pause to what's needed, and restore sending promptly once the reason is resolved. Ad spend doesn't accrue on messages that weren't sent.

16. Warranties and disclaimers

16.1 What we promise. We'll provide the Service with reasonable skill and care, run the safeguards in section 4 as described, keep your data secure as set out in the DPA, and not knowingly introduce malicious code.

16.2 What you promise. You have the authority to accept these terms and the rights to the content and data you give us, and you'll meet your responsibilities in section 5.

16.3 What we don't promise. We don't guarantee any level of sales, replies or delivery, or that the Service will be uninterrupted or error-free. Apart from the promises in 16.1, the Service is provided "as is" and we disclaim implied warranties, including merchantability and fitness for a particular purpose, to the extent the law allows. Example figures in our marketing are illustrations, not promises.

17. Liability

17.1 The cap. What each of us can owe the other under these terms and the DPA together is capped at the greater of (a) the fees you paid or owe us for the 12 months before the event behind the claim and (b) €5,000.

17.2 Higher cap for us. For our breaches of data protection or confidentiality, and for what we cover under section 18.2, our cap is twice the amount in 17.1.

17.3 Your cap for what you cover. For what you cover under section 18.3, your cap is ten times the amount in 17.1.

17.4 No cap. The caps above don't apply to: fees you owe us; refunds of overcharges under 9.3; telling us shoppers agreed to texts when you knew they hadn't; or intentional breach, fraud, gross negligence, or death or harm to health.

17.5 Sales that didn't happen. Neither party is liable for profit or revenue the Service was expected to generate but didn't, because you pay nothing for sales the Service doesn't drive. This doesn't limit section 18 or fees owed.

17.6 These caps apply to the extent the law allows and don't exclude liability that Estonian mandatory law says can't be excluded.

18. Who covers what

18.1 Each side covers its own part. To cover a claim means to defend a claim someone else brings (including a regulator or a shopper) and pay the resulting damages, settlements, reasonable legal costs and, where the law allows, fines, to the extent the claim comes from that side's part below.

18.2 We cover claims that come from:

1. a failure of a safeguard in section 4;
2. an AI reply that broke the rules you approved;
3. a security breach of our systems; or
4. a claim that the Service infringes someone's intellectual property.

18.3 You cover claims that come from:

1. who your campaigns texted, and the consent or customer relationship those texts relied on;
2. your products, prices, offers or fulfilment, or your dealings with your customers;
3. texts and replies that followed what you approved; or
4. your breach of these terms, the Messaging policy or the law.

18.4 Shared fault. Where both of us played a part in a claim, each pays in proportion to its share.

18.5 How it works. The side asking for cover tells the other promptly, lets it run the defence and any settlement, and cooperates at the covering side's cost. No settlement may admit fault for the other side or bind it to pay or do anything without its agreement. Late notice reduces the obligation only to the extent it caused harm.

19. Time to bring a claim

19.1 Either party must bring a claim within 12 months after it learned, or should have learned, of the facts behind it, unless mandatory law gives a different period. This doesn't apply to fees owed or to claims for intentional breach.

20. Term, ending and what happens after

20.1 These terms apply from when you accept them until either party ends them.

20.2 You can end them at any time by disconnecting the app and closing your account. We can end them with 30 days' notice, or immediately if you seriously breach them and don't fix it within 10 days of notice (or straight away if it can't be fixed).

20.3 When they end: sending stops; you pay ad spend for sales credited up to then, plus sales credited later for conversations that started before you left, for 7 days; you can get a copy of your data for 30 days; and we then delete or return your personal data as the DPA says. Card transfers under 11.4 remain available.

20.4 Sections that by their nature should continue (fees owed, sections 10, 11.3 to 11.4, 13, 14, 16 to 19, 21 to 23) survive.

21. Changes to these terms

21.1 We change these terms only for a valid reason, which we'll state. We'll give you at least 30 days' notice of a material change by email and in your dashboard, with a summary of what changes and why. If you don't agree, you can leave before it applies to you, paying only under the old terms.

21.2 Changes that aren't material (for example fixing typos or describing a new optional feature) apply when published. Changes required by law or by a carrier, Apple or Shopify may apply sooner, and we'll tell you why.

22. Disputes

22.1 These terms are governed by Estonian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

22.2 Before starting proceedings, the party with a complaint sends a written notice to the other (to [email protected] for us) and both try in good faith to resolve it for 30 days.

22.3 Unresolved disputes are decided by arbitration at the Arbitration Court of the Estonian Chamber of Commerce and Industry, seated in Tallinn, with one arbitrator, in English. Hearings may be held by video.

22.4 If you are established in the US and your claim is under US$25,000, you may instead bring it in a small-claims court where you are established.

22.5 Either party may ask any competent court for urgent interim relief. We may also claim unpaid fees in Harju County Court.

22.6 Disputes are resolved individually, not as part of a class or collective action, to the extent the law allows.

23. General

23.1 Neither party may transfer these terms without the other's agreement, except to a successor in a merger or sale of the relevant business, with notice.

23.2 Neither party is liable for delay caused by events outside its reasonable control, such as carrier or Apple outages, but this doesn't excuse fees for sales already credited.

23.3 We send notices to your account email or dashboard; you send them to [email protected].

23.4 These terms, with the policies in 1.4, are the whole agreement about the Service. If a provision is invalid, the rest stay in force.

23.5 No one else may enforce these terms, except that the Edge Checkout provider named in 11.7 may rely on section 11.

23.6 Failing to enforce a provision isn't a waiver.

24. Contact

Questions about these terms: [email protected]. Zobi OÜ, Maakri 23a, Tallinn, Estonia.