Terms & Conditions

Onboarding / Registration Version · Last updated: 6 September 2026

Welcome to Flizz. These Terms and Conditions (the "Agreement") govern your access to and use of the fully automated email marketing platform and services (the "Platform") provided by Flizz ApS.

By checking the "I agree to the Terms and Conditions" box during registration, completing your payment setup, or using the Platform, you (the "Client" or "you") agree to be legally bound by this Agreement. If you do not agree, you must not use or register for the Platform.

1. Nature of the Platform & Account Responsibilities

Flizz provides a fully automated, AI-driven email and SMS marketing platform that connects to your Shopify store and Klaviyo account. Flizz operates solely as an independent service provider. This Agreement does not create an employer-employee relationship, partnership, or joint venture.

• Scope of Access: The Client grants Flizz the necessary administrative and API access (such as Shopify and Klaviyo API tokens) to perform automated marketing services within the Client's third-party accounts on your behalf.
• Client Responsibilities: The Client retains full ownership of their accounts and customer databases, and assumes sole legal and operational responsibility for:
  • Asset Provision: Ensuring connected e-commerce stores provide the necessary automated data, product feeds, images, and branding assets required for the Platform to generate campaigns.
  • Account Interference: Ensuring the Client's internal team does not alter, modify, or interfere with active campaigns, automated flows, or tracking mechanisms set up by Flizz. Flizz is not responsible for performance drops or tracking errors caused by unauthorized changes.
  • Legal Compliance: Full compliance with all applicable local and international laws, including GDPR, the Danish Data Protection Act, e-commerce regulations, and spam/marketing laws.
  • Audience Consent: Obtaining, verifying, and maintaining valid, legally compliant consent from all email and SMS recipients in their database.
  • Content Accuracy & Indemnity: The accuracy, legality, and appropriateness of all offers, pricing, claims, and branding assets used in campaigns. The Client agrees to indemnify and hold Flizz harmless from any claims, damages, or liabilities arising from the Client's content, products, services, or regulatory non-compliance.

2. Fees, Commission, & Automated Billing

The Client agrees to a two-part fee structure, managed entirely through automatic billing on the Client's payment method on file (e.g., credit card or via Shopify Managed Pricing). The Revenue Commission described in this section applies to direct and agency clients only; merchants who onboard via the Shopify App Store are billed solely through Shopify Managed Pricing and are not charged this commission.

• The Cap: The Client's total platform charge per billing period is strictly capped at €1,500, exclusive of VAT, inclusive of the Base Subscription Fee. The maximum performance commission per billing period is therefore €1,251 (€1,500 less the €249 Base Subscription Fee). Where a billing period is longer than one month (see the first period below), the cap scales in proportion.
• Scope of Commission: "Email campaign revenue" is defined as any purchase tracked and attributed to a specific standard email newsletter or manual campaign within the third-party marketing software (e.g., Klaviyo) using a standard 5-day attribution window. The 15% commission does not apply to automated flows or SMS campaigns, which are fully covered by the Base Subscription Fee.
• Billing Timeline: Commission follows your own subscription cycle, not the calendar. Each billing period closes 8 days before your subscription renewal date (the cut-off); revenue attributed after the cut-off counts toward the next period. At the cut-off Flizz generates your commission statement — with a per-campaign breakdown — and notifies you by email and in your dashboard. You then have a 7-day window, until the day before your renewal, to review and either approve early or object. If you do not respond, the statement auto-confirms and the commission is charged on your renewal date, alongside your €249 base subscription, to the card on file. If you object within the window, the charge is paused and the statement opens a dispute thread; once both sides agree, the settled amount is charged.
• Minimum Charge: Whatever commission a billing period accrues is charged for that period. The only exception is a balance under €5, which rolls into your next period — a card charge smaller than that costs more in processing fees than it collects.
• First Billing Period: For Clients onboarded before 6 September 2026, the first commission period under this schedule runs from 1 August 2026 to the Client's first cut-off, and may therefore be longer than one month. This affects timing only; the rate, the cap (scaled to the period) and the total payable are unchanged. Clients onboarded later start from their own subscription start date.
• VAT: All fees above are stated exclusive of VAT. Any applicable VAT is calculated and added at checkout based on your billing country and VAT status.
• No Refunds: All payments made (both Base Fees and Commissions) are non-refundable. Flizz does not provide refunds, pro-rated credits, or cash back under any circumstances.
• Failed Payments & Suspension: If an automatic payment fails, Flizz reserves the right to charge late fees and interest in accordance with the Danish Interest Act (Renteloven), and immediately suspend Platform access and pause all active automated marketing campaigns until a valid payment method is updated and settled.
• Data Access Safeguard: The Client must maintain uninterrupted administrative and API access for Flizz to the connected marketing and e-commerce platforms.

3. Subscription Term & Cancellation

• Monthly Contract: This Agreement operates on a flexible, month-to-month basis starting on your registration date.
• Cancel Anytime: The Client may cancel their subscription at any time directly through their Platform account dashboard.
• Final Billing: Upon cancellation, the subscription remains active until the end of the current paid billing cycle, at which point final automatic commission charges are processed. On cancellation, all accrued commission becomes immediately due and is charged to your payment method on file; a remaining balance under €5 is written off rather than charged.

4. Permitted Use & Intellectual Property

• Client Materials: All images, content, data, and branding materials provided by the Client remain the exclusive property of the Client.
• Authorized Accounts: The automated marketing strategies, email templates, segmentation setups, and campaign frameworks implemented by Flizz are authorized exclusively for use within the specific third-party accounts (e.g., the specific Klaviyo and Shopify instances) integrated with the Platform.
• Anti-Replication: The Client explicitly agrees not to copy, transfer, replicate, export, or reverse-engineer Flizz's proprietary templates, software integrations, operational setups, strategies, or frameworks for use in any other accounts, external platforms, or separate business entities during this agreement and for a period of two (2) years following its termination.

5. AI Features & Data Protection (GDPR)

• Data Protection roles: The Client acts as the Data Controller and Flizz acts as the Data Processor under GDPR and the Danish Data Protection Act. Flizz processes customer data solely to provide the services, maintains strict confidentiality, and implements standard technical and organizational security measures.
• AI Infrastructure: The Platform utilizes AI subprocessors (including OpenAI, Anthropic, and Google). Only store configurations, product catalogs, and branding guides are sent to AI subprocessors. No Protected Customer Data (names, emails, order histories) is ever shared with AI providers.
• AI Compliance: The AI features are designed as minimal-risk tools under Regulation (EU) 2024/1689 (the EU AI Act). The Client is responsible for validating all AI Output before use.

6. Limitation of Liability

Flizz does not guarantee specific revenue, open rates, or traffic. Flizz is not responsible for third-party platform outages (e.g., Klaviyo, Shopify, Stripe) or email deliverability issues.

Except for gross negligence or willful misconduct, Flizz's total aggregate liability under this agreement is strictly limited to the total fees paid by the Client to Flizz during the twelve (12) months preceding the claim. Neither party is liable for indirect, special, or consequential damages.

7. Confidentiality

Both parties agree to protect and keep strictly confidential all proprietary business information, software logic, marketing strategies, and customer configurations shared during this engagement. This obligation survives for one (1) year following the termination of this Agreement.

8. Governing Law & Dispute Resolution

This Agreement is governed strictly by the laws of Denmark, including the Danish Contracts Act (Aftaleloven) and the Danish Interest Act (Renteloven). Any disputes arising out of or in connection with this Agreement that cannot be resolved amicably shall be settled under the exclusive jurisdiction of the courts of Copenhagen, Denmark.