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Bronty Merchant Terms

Draft for review, 2026-10-29

Bronty AI Pty Ltd, ACN 702 754 998, ABN 77 702 754 998

Registered address: [REGISTERED ADDRESS: TO BE CONFIRMED]

support@bronty.ai

For review: this is a draft for review by Bronty and its lawyer, shown on the test site only. Highlighted notes that start "For review" are drafting notes and will be removed before publication.

Contents

  • Acceptance line for the sign-up checkbox
  • The short version
  • Part 1: The agreement
  • 1. Parties and acceptance
  • 2. Definitions
  • Part 2: Joining and using Bronty
  • 3. The service
  • 4. Who can use Bronty
  • 5. Your account and your users
  • Part 3: Your catalogue, channels and orders
  • 6. Your catalogue and channels
  • 7. Orders
  • 8. Payments
  • Part 4: Your responsibilities
  • 9. What you must do
  • Part 5: Money
  • 10. Fees
  • 11. Refunds, reversals and disputes
  • Part 6: Data, content and AI
  • 12. AI enrichment and Shopify updates
  • 13. Data and privacy
  • 14. Intellectual property and content
  • 15. Acceptable use
  • Part 7: Availability, suspension and ending
  • 16. Availability and changes to the service
  • 17. Suspension and termination
  • Part 8: Liability
  • 18. Liability
  • 19. Indemnity
  • Part 9: General
  • 20. Notices
  • 21. Changes to these terms
  • 22. General
  • 23. Using our website
  • 24. Contact

Acceptance line for the sign-up checkbox

☐ I agree to the Bronty Merchant Terms and I have read the Bronty Privacy Policy. I confirm that I have authority to accept these terms for the business I am signing up.

For review: the user suggested "I agree to the Bronty Merchant Terms and the Privacy Policy". This draft says "have read" the Privacy Policy, because a privacy policy is a notice under the Privacy Act, not a contract, and asking people to "agree" to it can blur that. Either wording works if counsel prefers the original. Both documents should be linked from the checkbox text, the box must not be pre-ticked, and the sign-up must not continue until it is ticked.

For review: the console does not yet record acceptance of these terms. Before launch, Bronty should store who ticked the box, for which business, when, and which version of the terms (gap G1).

The short version

This summary is here to help. The numbered clauses below are the ones that apply.

  • Bronty is a platform for Australian businesses that sell through a Shopify store. It syncs your catalogue, helps you improve your product data with AI enrichment that you review, makes your products available to AI shopping assistants and other channels, and delivers the resulting orders into your Shopify store.
  • You are the seller. When a shopper buys your products through Bronty, the contract of sale is between you and the shopper.
  • Shoppers pay you directly, through your own account with our payments partner, Quidkey. Bronty never holds shopper funds.
  • Shoppers pay only your listed prices and the delivery fee. Bronty adds no fee, surcharge or markup for shoppers.
  • You pay Bronty a fee of 15% plus GST on every payment a shopper makes for your products through Bronty, in any channel we distribute your products to (starting with AI shopping assistants). The fee is worked out on the full amount the shopper pays for your part of the order, goods and delivery. You also pay the payment processing fees. The exact amounts are shown in the platform.
  • Shoppers do not receive Shopify's shipping emails for Bronty orders. Bronty may send them order and delivery updates using the shipping and tracking information you record in your store, so you must record it there without delay.
  • You look after your shoppers: delivery, returns, refunds, warranty claims and customer service, and the consumer guarantees under the Australian Consumer Law.
  • You review and approve every AI suggestion before it is written to your Shopify store, and you remain responsible for your product information.

Part 1: The agreement

1. Parties and acceptance

1.1 These Merchant Terms are an agreement between Bronty AI Pty Ltd (ACN 702 754 998, ABN 77 702 754 998) of [REGISTERED ADDRESS: TO BE CONFIRMED] ("Bronty", "we", "us", "our") and the business that signs up to use Bronty ("you", "your").

1.2 You accept these terms when a person signing up for your business ticks the box that says they agree to the Bronty Merchant Terms. Ticking that box forms this agreement between Bronty and the business that person represents, as at the time the box is ticked.

1.3 The person who ticks the box confirms that they are authorised to accept these terms on behalf of the business. If they are not authorised, they must not tick the box.

For review: consider whether the person should also give a personal warranty of authority, and what follows if they had none.

1.4 These terms apply to everything Bronty provides to you as a merchant, however you reach it: the Bronty merchant workspace (the "platform"), the Bronty connect app for Shopify, and any related service we provide to you. Clause 23 (using our website) also applies to anyone who visits bronty.ai, whether or not they are a merchant.

1.5 These terms include the documents they refer to: the fees shown in the platform (clause 10) and the Bronty Privacy Policy at bronty.ai/privacy (clause 13). If there is a conflict, these terms prevail, unless a document says expressly that it overrides them.

1.6 Shoppers do not agree to these terms and are not parties to them. Nothing in these terms reduces any right a shopper has under the law, including the Australian Consumer Law.

For review: shoppers will have no Bronty terms (user decision, 29 October 2026). The current Terms of Use Part A (shopper terms) would be withdrawn when these terms go live. Counsel to confirm that this is acceptable for the Bronty app inside AI assistants, and whether the AI assistant platforms require a terms link for the app (Q3).

2. Definitions

In these terms:

  • "AI enrichment" means the platform features that suggest product attributes or product text using AI models, described in clause 12.
  • "Bronty order" means an order for your products that a shopper places through a channel and pays for through Bronty's checkout.
  • "Channel" means a place where Bronty makes your products available to shoppers or promotes them, such as an AI shopping assistant in which the Bronty app is available, or a product feed Bronty supplies to an AI shopping assistant platform. Your own Shopify Online Store is not a channel for the purposes of these terms.
  • "Fees" has the meaning in clause 10.
  • "Order payment" has the meaning in clause 10.
  • "Payments partner" means Quidkey, the payment services provider through which shoppers pay you for Bronty orders, and any replacement provider we tell you about.
  • "Product content" means your product data and content, including titles, descriptions, images, prices, stock levels, variants, options, tags and other product details.
  • "Shopper" means a person who buys, or considers buying, your products through a channel.
  • "Workspace order" means an order you create yourself in the platform using the Create order feature.

Part 2: Joining and using Bronty

3. The service

3.1 Bronty provides a platform that lets you:

  1. (a) sync your catalogue: connect your Shopify store so Bronty reads your active products, variants, prices and stock and keeps them up to date;
  2. (b) enrich your product data: run AI enrichment to suggest product attributes and improved titles and descriptions, which you review (clause 12);
  3. (c) write approved changes back to Shopify: if you turn on Shopify updates, Bronty updates a product in your store only when you approve that product (clause 12);
  4. (d) reach shoppers on channels: make your products available to AI shopping assistants and other channels, according to the channel settings in the platform (clause 6);
  5. (e) receive orders in your store: Bronty creates paid Bronty orders, and the workspace orders you enter, as orders in your Shopify store, and reads back shipping, tracking and cancellations from your store so that Bronty can keep the shopper updated (clause 7); and
  6. (f) take payment through your own payments account: set up an account with our payments partner from within the platform so shoppers can pay you directly (clause 8).

3.2 Some features are offered only to some merchants, or only after we enable them for you. The platform shows which features are available to you.

3.3 Bronty is a technology platform. Bronty does not buy or sell your products, does not take title to them, and is not the seller to the shopper. Bronty does not hold, receive or control shopper funds.

4. Who can use Bronty

4.1 To use Bronty you must:

  1. (a) be a business carrying on business in Australia, with a current Australian Business Number (ABN);
  2. (b) sell physical goods through a Shopify store that you control;
  3. (c) be able to enter into a binding contract; and
  4. (d) meet our onboarding requirements, and those of our payments partner, as they apply to you.

4.2 You apply to join, and we may accept or decline any application. You may use the platform only after we accept your application. Your products are made available on channels only after you complete onboarding, connect your store and we activate your account.

4.3 You must give us accurate information when you apply and keep it current, including your business name, ABN, website and contact details. We may ask for information to confirm your identity or your business, and we may decline or suspend an application or account if we cannot.

For review: the platform does not currently collect or check an ABN at sign-up. Either add an ABN field and check, or reword 4.1(a) and 4.3 to a warranty only (gap G2).

5. Your account and your users

5.1 You may invite people to use the platform for your business. You are responsible for the people you invite, for keeping their access current, and for everything done in your workspace by them, whether or not you authorised the particular act.

5.2 Each user signs in with their own email address. Users must keep access to their email account secure, must not share sign-in codes, and must tell us at support@bronty.ai without delay if they suspect unauthorised access.

5.3 You must remove a user's access when they no longer act for your business.

5.4 Bronty operators may access your workspace to support you, to activate and configure your account, to investigate problems, and to enforce these terms.

Part 3: Your catalogue, channels and orders

6. Your catalogue and channels

6.1 When you connect your Shopify store, you authorise Bronty to access it with the permissions Shopify shows you at install. Bronty uses those permissions only to provide the service: to read your products, inventory and the delivery and tracking details of orders, to create orders in your store, and to update products as described in clause 12.

6.2 Bronty reads active products only. Images are shown from their Shopify links and are not copied.

6.3 Your products are made available on channels according to the channel settings in the platform. Depending on the features available to you, those settings are managed by you, or by us with you. You can ask us at any time to stop making a product, or all your products, available on a channel. We keep a record of each change.

6.4 We may restrict a product, or stop making it available on a channel, if it breaches clause 9.3 (prohibited goods), the law, or a channel's own policies, or if we reasonably believe it presents a risk to shoppers or to Bronty.

6.5 Each channel is operated by a third party under its own terms and policies. We do not control how a channel displays, ranks or describes your products, whether a channel accepts your products, or whether a channel continues to operate. We do not promise any level of sales.

For review: Bronty's planned product feeds to AI shopping assistant platforms include an advertising feed that Bronty runs from its own advertising account (roadmap decision 41, built but not live). If that goes ahead, these terms should say whether Bronty may advertise a merchant's products at its own cost, whether merchants can opt out, and that Bronty pays for it. Clause 14.2 already covers the licence.

7. Orders

7.1 Bronty orders. When a shopper places and pays for a Bronty order, Bronty creates it in your Shopify store as a paid order, with the tag "bronty". The order includes the products, quantities and prices, a delivery line, and the shopper's name, email address and delivery address. Bronty also creates or updates a customer record for the shopper in your store. Bronty does not send you the shopper's phone number or any payment details.

7.2 Prices and delivery fees. A Bronty order is priced at the prices in your synced catalogue at the time the shopper places it. The delivery fee shown to the shopper is set as configured in the platform.

For review: today Bronty operators set each store's delivery rates and merchants cannot change them (roadmap decision 43). Confirm that the merchant receives the delivery fee as part of the amount paid to it, and whether the merchant must agree the rates.

7.3 Your store's settings and shipping emails. Your store reduces inventory under its own inventory settings. When Bronty creates a Bronty order, it asks Shopify not to send Shopify's own order confirmation or shipping emails for it, so shoppers do not receive Shopify's shipping emails for Bronty orders. Instead, Bronty sends the shopper a receipt and may send the shopper order and delivery updates, using the shipping and tracking information you record in your store, which Bronty receives from your store.

For review: user decision 29 October 2026. Bronty's own shipping update email is not built yet: today Bronty sends the shopper only the order receipt and, for a one-tap payment, the payment notice. Keep "may send" in this clause and in the Privacy Policy until the shipping update email is live.

7.4 Shipping, tracking and cancellations. You must record shipping and tracking details for each Bronty order, and any cancellation, in your Shopify store without delay. Bronty receives them from your store and uses them to keep the shopper and, where relevant, the channel informed. If you do not record them, the shopper may not receive delivery updates.

7.5 Workspace orders. You can create an order in the platform. Bronty creates it in your Shopify store straight away, as paid, with the products at your catalogue prices and the delivery name and price you enter. For a workspace order you collect payment yourself, outside Bronty, and Bronty takes no payment. You are responsible for the order's details, and for having your customer's permission to give us their name, address and email address.

7.6 Orders after suspension or termination. Suspension or termination does not cancel a Bronty order already paid. You must still deal with it under clause 9.

8. Payments

8.1 Your payments account. Our payments partner is Quidkey. To take payment for Bronty orders you must hold an account with Quidkey. You set this up by choosing "Connect payments" in the platform. At that step you accept Quidkey's own terms and conditions, which form a separate agreement between you and Quidkey. Bronty records that acceptance (who accepted, for which business, when, and which version) and may share that record with Quidkey. Bronty creates your business at Quidkey using your business name, website, the industry category you choose, and the name and email address of the user who starts the set-up, and then invites that user to Quidkey. You complete Quidkey's own onboarding with Quidkey, including identity and business verification and your bank account details. Bronty does not collect or store your bank account details or identity documents.

For review: Quidkey to confirm that acceptance recorded by Bronty at Connect payments is sufficient, and which version and URL of Quidkey's terms to link. The Connect payments step does not yet show a Quidkey terms checkbox or record acceptance (gap G10).

8.2 Your agreement with Quidkey. Your payments account is governed by Quidkey's terms and conditions that you accept under clause 8.1, a separate agreement between you and Quidkey, which may include terms of Quidkey's own payment partners. Bronty is not a party to that agreement and is not responsible for Quidkey's services, decisions (including whether to accept or activate your account) or performance. You must comply with that agreement.

8.3 Signing in to Quidkey from Bronty. The platform may let your users reach the Quidkey console using "Sign in with Bronty". When a user does this, Bronty confirms that user's identity to Quidkey (their name, verified email address and a Bronty user identifier). You are responsible for which of your users can do this.

8.4 How shoppers pay. Shoppers in Australia pay for Bronty orders by PayTo, through Quidkey and the payment rail provider Quidkey uses. The shopper authorises the payment with Quidkey and their own bank. Funds go from the shopper to your payments account. Bronty is not a party to the movement of funds, does not receive, pool or hold shopper funds at any time, and does not act as your collection or payment intermediary.

For review: counsel to confirm that Bronty's role (creating payment requests and, for one-tap payments, asking Quidkey to release a payment under a shopper's saved agreement) does not make it a payment facilitator or require it to hold any licence or registration. (Q8)

8.5 Orders with several merchants. A shopper's order may include products from several merchants. Each merchant receives payment only for its own part of the order, as a separate payment.

8.6 Saved PayTo agreements and one-tap payments. When a shopper first pays through Bronty, on Quidkey's secure payment page, that payment sets up a PayTo agreement with Quidkey. The agreement can let the shopper pay, without leaving the AI assistant, the other merchants' parts of the same order shortly afterwards and, where the conditions Bronty applies are met, later Bronty orders ("one-tap"). One-tap payments are subject to limits that Bronty and Quidkey set, which may change, including limits on the amount of an order and on daily spend. Where a one-tap payment is for a later order, Bronty holds the payment for a short period (currently about 10 minutes) and emails the shopper a link to cancel it. If the shopper cancels within that window, the order is cancelled and no payment is taken. Bronty creates a Bronty order in your store only after payment for your part of the order has been completed.

For review: check against the system before publication. A Bronty order should reach the merchant's Shopify store only after the merchant's slice is paid (the shopper-payments design says a paid slice becomes a Shopify order). The hold length is configurable from 1 to 12 minutes; "about 10 minutes" reflects the default.

8.7 Failed and uncertain payments. A payment may fail, be delayed, or have an uncertain outcome. Do not dispatch an order that is not shown as paid in your Shopify store. If a payment is later reversed, clause 11 applies.

8.8 Test transactions. With your agreement, or where your account is used for review or testing of the Bronty checkout, we may mark your account for test transactions. Payments on an account marked for test transactions are not real payments and move no money. Orders created from test transactions must not be dispatched unless we agree otherwise with you, and no fees are charged on them. Once any payment has been taken for your account, we do not change its test transaction setting.

For review: today only Bronty's own review merchant is marked for test transactions. Confirm whether merchants ever need this clause; if not, it can be shortened to a statement that Bronty may run test transactions on its own accounts.

8.9 No charges to shoppers. Shoppers pay only your listed prices and the delivery fee shown at checkout, and no Bronty fee. Bronty does not charge shoppers any fee, surcharge or markup, and you must not ask Bronty to add a payment surcharge or any other charge to a Bronty order. Bronty's fees and the payment processing fees are paid by you (clause 10).

For review: payment surcharging rules for PayTo may differ from card rules.

Part 4: Your responsibilities

9. What you must do

9.1 You are the seller. For every Bronty order, you are the seller of the goods to the shopper. You are responsible for the sale, for issuing any tax invoice the shopper is entitled to, and for meeting your obligations to the shopper under your own terms of sale and the law.

9.2 Accurate product data. You must keep your product content, prices and stock levels accurate and current in your Shopify store. Bronty passes your store's product data to channels and relies on it. You are responsible for the product information shown to shoppers, including information that started as an AI suggestion you accepted.

9.3 Lawful and safe products; prohibited goods. You may offer through Bronty only physical goods that are lawful to sell and supply in Australia, safe, and labelled as the law requires. You must not offer through Bronty any of the following:

  1. (a) adult content, sexual services, sex toys, or fetish products;
  2. (b) real-money gambling of any kind, including credits, wagers and tokens;
  3. (c) illegal or regulated drugs, cannabis and THC products, psilocybin, and CBD products above legal limits;
  4. (d) drug paraphernalia;
  5. (e) prescription-only and pharmacist-only medicines, and age-restricted hormonal or performance products;
  6. (f) tobacco and nicotine products, including vapes, e-liquids and nicotine pouches;
  7. (g) alcohol;
  8. (h) firearms, ammunition, firearm parts, explosives, fireworks, and illegal or age-restricted weapons, including self-defence weapons such as pepper spray and stun guns;
  9. (i) counterfeit, replica or stolen goods, and goods without clear provenance;
  10. (j) piracy tools, malware, spyware and covert surveillance devices;
  11. (k) financial fraud tools and falsified documents;
  12. (l) wildlife and environmental contraband;
  13. (m) extremist merchandise or propaganda;
  14. (n) digital goods, digital content, subscriptions, memberships, gift cards or services; and
  15. (o) anything else prohibited by Australian law or by the policies of a channel on which your products are made available.

9.4 Australian Consumer Law and other laws. You must comply with all laws that apply to your products and your sales, including the Australian Consumer Law (the consumer guarantees, product safety, mandatory standards, information standards and labelling, and the rules on misleading or deceptive conduct and on pricing), privacy law, and spam law.

9.5 Honour paid orders. You must accept and supply every Bronty order that has been paid, at the price and on the delivery terms shown to the shopper, unless you are entitled to cancel it under your terms of sale and the law (for example, because the product is out of stock or the price was an obvious error). If you cancel a paid order, you must record the cancellation in Shopify and refund the shopper in full without delay (clause 11).

9.6 Delivery. You are responsible for packing and dispatching Bronty orders, yourself or through your logistics provider (which may be a company related to Bronty), within the delivery timeframe shown to the shopper, and for recording shipping and tracking details in your Shopify store without delay (clause 7.4).

9.7 Returns, refunds and warranty claims. You must have a returns and refunds policy that complies with the Australian Consumer Law, make it available to shoppers where the platform asks for it, and apply it to Bronty orders. You handle returns, refunds and warranty claims for Bronty orders and honour the consumer guarantees that apply to your products.

9.8 Customer service. You are responsible for customer service for Bronty orders. You must keep a support email address current in the platform; we show it to shoppers on their receipts. You must respond to shopper enquiries within a reasonable time. If a shopper contacts Bronty about your order, we may pass the enquiry to you, and you must deal with it.

For review: the earlier shopper terms said Bronty provides customer support for orders and coordinates delivery. This draft moves first-line service to the merchant, in line with "the merchant handles refunds and disputes". Confirm the intended split.

9.9 Cooperation. You must give us information we reasonably ask for to investigate a complaint, a suspected fraud, a payment problem, or a breach of these terms or the law.

9.10 Your own terms. Your terms of sale apply between you and the shopper, but they must not exclude or limit any right the shopper has under the Australian Consumer Law, and they must not conflict with what Bronty shows the shopper at checkout.

For review: shoppers will not see Bronty terms. Counsel to check whether, and how, the merchant's terms of sale and returns policy are brought to the shopper's attention at checkout so they form part of the contract of sale. The checkout does not currently show a merchant returns policy link (Q4).

Part 5: Money

10. Fees

10.1 The fee. For every payment a shopper makes for your products through Bronty, in any channel we distribute your products to (starting with AI shopping assistants), you pay Bronty a fee of 15% of the order payment, plus GST, plus the payment fees for that payment (together, the "fees"). The fees are paid by you, not by the shopper, and are not added to the price the shopper pays. The exact fees for each payment are shown in the platform.

10.2 Order payment. "Order payment" means the full amount the shopper pays for your part of a Bronty order, covering both your products and delivery. It is a measure for working out your fee, not an amount charged to the shopper.

For review: user decision 29 October 2026: the base is the full shopper payment for the merchant's part of the order, goods and delivery. Because shopper prices include GST, the base is the GST-inclusive amount the shopper pays; counsel to confirm the wording.

10.3 Payment fees. "Payment fees" means the payment processing fees for the payment for your part of the order, as shown in the platform. You pay them; the shopper does not.

For review: confirm whether payment fees are charged by Quidkey to the merchant directly under the merchant's Quidkey agreement, or passed on by Bronty. If Quidkey charges the merchant directly, clause 10.1 should say Bronty's fee is 15% plus GST and payment fees are charged by Quidkey under the merchant's agreement with Quidkey, to avoid charging them twice.

10.4 No fee on workspace orders or test transactions. No fee is charged on workspace orders or on test transactions.

For review: confirm.

10.5 How fees are collected. We collect the fees in the way shown in the platform, which may be by invoice to you or by deduction from the amount paid to you by our payments partner. Where we invoice you, you must pay each invoice within 14 days of its date.

For review: not yet decided (user decisions 29 October 2026: invoice or deduction by the payment provider; collection method stays neutral). Draft kept neutral. If deduction is chosen, the merchant's Quidkey agreement must allow Quidkey to deduct and pay Bronty's fee, and counsel should check whether that changes Bronty's role in the funds flow (clause 8.4). The 14-day term is a placeholder.

10.6 GST and taxes. The 15% fee is exclusive of GST. Where GST applies to a supply we make to you, we add GST to the fee, issue you a tax invoice, and you pay the GST in addition to the fee. You are responsible for any taxes on your sales to shoppers.

For review: user decision 29 October 2026: the fee is 15% plus GST. Confirm Bronty's GST registration, and whether GST is also added to payment fees passed on by Bronty.

10.7 Changes to fees. We may change the fees by giving you at least 30 days' notice by email or in the platform. A change applies only to Bronty orders placed after it takes effect. If you do not accept a change, you may end this agreement before it takes effect under clause 17.

10.8 Disputed fees. If you dispute a fee, tell us within 60 days of the order. We will review it in good faith and correct any error.

For review: the Bronty connect app is listed free on the Shopify App Store and the current Terms of Use say "Bronty connect is free. If we introduce fees, they will be charged through Shopify's billing". Before a fee starts: (1) update the App Store listing's pricing; (2) check Shopify's App Store requirements and Partner Program Agreement on charging merchants outside the Shopify Billing API, because a fee on orders taken through an external channel and collected outside Shopify may need Shopify's agreement or an exemption; (3) give existing merchants notice. (Q1)

11. Refunds, reversals and disputes

11.1 You handle refunds. You are responsible for refunds to shoppers for Bronty orders, whether under your returns policy, the Australian Consumer Law, or because you cannot supply an order. You process refunds using the tools made available in the platform. Until a refund feature is available in the platform, you process refunds in your Quidkey account, which you can reach from the platform.

11.2 Record refunds and cancellations. You must also record the refund or cancellation in your Shopify store, so the order's status is correct for the shopper.

For review: today Bronty does not update its own order record when a refund is made in Quidkey (refund and reversal events are not applied). Confirm what the merchant must record and where, until the in-platform refund feature ships.

11.3 Reversals and payment disputes. A shopper may dispute a payment with their bank, and a payment may be reversed (for example, if the shopper's bank or the payments partner finds it was unauthorised or made in error). PayTo payments do not have card-style chargebacks, but reversals and disputes can still happen. As between you and Bronty, you bear the amount of any reversal, refund or dispute on a Bronty order, and any fee charged by the payments partner for it, under your agreement with the payments partner.

11.4 Disputes with shoppers. You are responsible for resolving disputes with shoppers about your products, delivery, returns and refunds. Bronty may, but does not have to, help. If a shopper complains to Bronty, we may pass the complaint and the shopper's details to you.

11.5 Fees on refunded or reversed orders. If a Bronty order is refunded in full or reversed, [we will refund / we will not refund] the fee we charged on it.

For review: decide. Common positions: the commission is refunded on a full refund but payment fees are not; or no refund of fees. This affects fairness under the unfair contract terms regime.

11.6 Double payments and payments on cancelled orders. If our records show that a shopper paid twice for the same part of an order, or paid for an order that had been cancelled, you must refund the extra payment to the shopper when we ask you to.

Part 6: Data, content and AI

12. AI enrichment and Shopify updates

12.1 Optional. AI enrichment is optional. It suggests product attributes (such as category, occasions, colours, materials and styles) and, when you ask, new titles and descriptions for a product.

12.2 Runs only when confirmed. An enrichment run happens only when you, or a Bronty operator, confirm it in the platform after Bronty shows what will be sent. A suggested title or description is made only when you press the button for that product. We keep a record of each confirmation and request.

12.3 What is sent. To produce suggestions, Bronty sends your product listing text (such as title, product type, vendor, tags, collection titles, options, description and product details) to its AI model provider, which processes it in the United States. We do not send images, prices or shopper information. By confirming a run or pressing a suggestion button, you consent to this. Our AI model provider does not use this data to train its models under its API terms as they apply to us.

For review: the training statement rests on the provider's published API terms, not on anything in Bronty's code; confirm it against the terms Bronty actually accepted before publishing. Separately: the house rule is not to name the provider in public text; the platform's confirmation dialog does name it. Counsel to confirm that naming it in the dialog, at the point of consent, is enough, and that this clause may stay generic. (Q6)

12.4 Suggestions only. Results are suggestions. They can be wrong, incomplete or unsuitable. You must review them before use. You are solely responsible for checking each suggestion you accept and each update you approve, and for all product information in your store and on channels. Bronty is not responsible for suggestions or for updates you approve.

For review: "solely responsible" and "not responsible" follow the live terms and the user's 13 October 2026 answer. Check against the ACL consumer guarantees for services (if the merchant is a consumer for the purposes of the ACL) and the unfair contract terms regime.

12.5 Shopify updates. Shopify updates are optional and off until you turn them on in the platform. Bronty then updates a product in your store only when you approve that product, and only its title, description and the product details Bronty adds. Product details are saved in fields that belong to the Bronty connect app; they are shown in your Shopify admin and not on your storefront.

12.6 Undo and restore. You can undo the update to any product in the platform. When you turn off Shopify updates, you can restore your original titles and descriptions and remove the product details Bronty added. Anything you have changed in Shopify since Bronty's update stays as you have it. A change you make in Shopify takes precedence and flows back to Bronty.

12.7 Rules-based checks. Bronty also runs automatic, rules-based checks on your store data. They do not use an AI model provider.

12.8 Limits. We may set limits on enrichment, such as a daily number of suggestions per store.

13. Data and privacy

13.1 Our Privacy Policy. Our Privacy Policy at bronty.ai/privacy explains how we handle personal information about you, your users, and shoppers.

13.2 Each party's role. For Bronty orders, Bronty collects the shopper's details to run the checkout, take payment through the payments partner, send the shopper a receipt and order and delivery updates, and gives you the details you need to supply the order. Each of us then handles those details for our own purposes and is responsible for its own compliance with privacy law. For workspace orders, you give us your customer's details and we handle them on your behalf, to create the order in your store, show it in your workspace and keep a record of it.

13.3 Your obligations for shopper data. For shopper personal information you receive through Bronty, you must:

  1. (a) use it only to supply, deliver and support the order, to deal with returns, refunds and warranty claims, and to meet your legal obligations;
  2. (b) not use it to send marketing unless the shopper has consented as the Spam Act 2003 (Cth) requires, or the law otherwise permits it;
  3. (c) handle it in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles, whether or not you would otherwise be exempt from them as a small business;
  4. (d) protect it with reasonable security measures, and tell us without delay if you become aware of unauthorised access to or loss of shopper information you received through Bronty; and
  5. (e) have a privacy policy that covers your handling of it.

For review: (c) asks merchants to handle shopper data as if bound by the APPs even if they are small businesses exempt from the Privacy Act. This is a common contractual position; counsel to confirm.

13.4 Your customers' details for workspace orders. You are responsible for collecting your customers' details lawfully and for telling them how you and your service providers, including Bronty, handle their information.

13.5 Requests about shopper data. If a shopper asks you, through Shopify or otherwise, for access to or deletion of their information, and the request concerns information Bronty holds, tell us at privacy@bronty.ai and we will work with you on it. We will do the same for requests we receive that concern you.

13.6 Data we keep after you leave. When you uninstall the Bronty connect app, our access to your store ends straight away and we delete the data we obtained through the app within 30 days, as the Privacy Policy describes. We keep your merchant account, the record of which products were made available on channels, and order records, including shopper contact details on orders, for the periods in the Privacy Policy.

13.7 Aggregated data. We may use data from the platform in aggregated or de-identified form, which does not identify you, your users or shoppers, to operate and improve Bronty.

For review: decide whether Bronty wants a wider right to use merchant data (for example, product data across merchants to improve enrichment). Not drafted.

14. Intellectual property and content

14.1 Your content. You keep ownership of your product content, brand and trade marks. Suggested text you accept becomes part of your product content.

14.2 Licence to Bronty. You grant Bronty a non-exclusive, royalty-free, worldwide licence, for as long as your products are available through Bronty and for a reasonable period after that for orders already placed, to use, copy, store, display, adapt, format and transmit your product content and brand (including your name and logo) to provide the service, including to make your products available on channels, to supply product feeds to channel operators, to show your products and brand on receipts, and to promote your products through channels. You may withdraw a product at any time under clause 6.3. You may ask us not to use your brand in promotion other than in the channel listings themselves.

14.3 Your promise about content. You confirm that you have all rights needed to grant this licence, and that your product content does not infringe anyone's rights and is not misleading.

14.4 Bronty's property. Bronty, or its licensors, keep ownership of the Bronty software, platform, apps, name and brand, enrichment tooling and models, and everything else Bronty provides, other than your content. We give you a non-exclusive, non-transferable right to use the platform for your business while this agreement continues.

14.5 Feedback. We may use any feedback or suggestions you give us without obligation to you.

15. Acceptable use

You must not, and must not let anyone else:

  1. (a) use Bronty for any unlawful, fraudulent or misleading purpose;
  2. (b) interfere with, probe or attempt to gain unauthorised access to Bronty's systems or those of our providers or other merchants;
  3. (c) scrape, copy or extract data from the platform except your own data through the features provided;
  4. (d) create Bronty orders for your own products, or encourage others to, in order to manipulate channel rankings, reviews or fees;
  5. (e) use another merchant's account or impersonate any person; or
  6. (f) use the platform to send unsolicited messages.

Part 7: Availability, suspension and ending

16. Availability and changes to the service

16.1 We aim to keep the platform available, but we do not promise that it will be uninterrupted or error free. We may suspend it for maintenance, security or reasons outside our control.

16.2 We may change, add or remove features. If a change removes a feature you rely on, or materially reduces the service, we will give you reasonable notice where practicable.

16.3 Channels, Shopify, our payments partner and our other providers are outside our control. If one of them stops providing a service, changes it or stops accepting your products, we may need to change or stop the related part of Bronty.

17. Suspension and termination

17.1 Suspension. We may suspend your account, or restrict or stop making some or all of your products available on channels, if:

  1. (a) you breach these terms or your agreement with the payments partner;
  2. (b) we reasonably believe there is a risk of harm to shoppers, fraud, unauthorised payments, or harm to Bronty or a channel;
  3. (c) a channel or the payments partner requires it; or
  4. (d) the law requires it.

We will tell you why where we can, and lift the suspension once the reason is resolved. While your account is suspended, your products are not available on channels.

17.2 Ending by you. You can end this agreement at any time by giving us written notice, or by closing your account in the platform where that is available. Disconnecting your store or uninstalling the Bronty connect app stops the service but does not by itself end this agreement.

For review: the live terms let a merchant end Part B by disconnecting or uninstalling. This draft separates them so that fees and order obligations are clear; confirm the preferred position. There is no "close account" feature in the platform today (gap G5).

17.3 Ending by us. We can end this agreement by giving you 30 days' written notice for any reason, or immediately by written notice if you materially breach these terms and (where the breach can be remedied) do not remedy it within 14 days of our notice, if you become insolvent, or if you stop carrying on business in Australia.

17.4 What happens when it ends. When this agreement ends: your products stop being available on channels; you must still supply, support and refund any Bronty order paid before the end; fees for those orders remain payable; and clauses that by their nature should continue (including clauses 9, 10, 11, 13, 14.1 to 14.3, 18, 19, 20 and 22) continue.

Part 8: Liability

18. Liability

18.1 Consumer law. Nothing in these terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law or any other law that cannot lawfully be excluded or limited ("non-excludable rights").

18.2 Limitation for non-excludable rights. Where our liability for breach of a non-excludable right can be limited, it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

18.3 No indirect loss. To the extent the law allows, neither party is liable to the other for any loss of profit, revenue, opportunity, goodwill or data, or any indirect or consequential loss, arising out of or in connection with these terms, however caused.

18.4 Cap. To the extent the law allows, Bronty's total liability to you arising out of or in connection with these terms, however caused, is limited to the total fees you paid to Bronty in the 12 months before the event giving rise to the claim [or A$[amount], if greater].

18.5 Exceptions. Clauses 18.3 and 18.4 do not limit liability for fraud, for death or personal injury caused by negligence, or [your obligations to pay fees and under clause 19].

18.6 Third parties. Bronty is not liable for the acts or omissions of channels, Shopify, the payments partner or its payment partners, carriers, or shoppers, except to the extent caused by Bronty's breach of these terms or negligence.

For review: whole of clause 18 for counsel. These terms are a standard form contract and many merchants will be small businesses, so the unfair contract terms regime in the Australian Consumer Law applies, with penalties since November 2023. One-sided liability caps, indemnities, unilateral variation and termination rights are the usual risk areas. The cap in 18.4 is a placeholder; with no fees paid yet, a floor amount may be needed for the cap to be meaningful and fair.

19. Indemnity

19.1 You indemnify Bronty against any loss, liability, cost or expense (including reasonable legal costs) Bronty incurs from a claim by a third party (including a shopper, a regulator or a channel operator) to the extent it arises from:

  1. (a) your products, including their safety, labelling and compliance with the law;
  2. (b) your product content, including suggestions you accepted and updates you approved;
  3. (c) your failure to supply, deliver, refund or support a Bronty order;
  4. (d) your breach of clause 9 or clause 13.3; or
  5. (e) your breach of law.

19.2 Your liability under this clause is reduced to the extent the loss was caused by Bronty's breach of these terms or negligence.

For review: indemnity scope and whether a mutual indemnity (for example, for Bronty's infringement of third party IP in its software) is appropriate given the UCT regime.

Part 9: General

20. Notices

20.1 We may give you notices by email to the address of your account owner or administrators, or in the platform. A notice by email is treated as received on the business day after it is sent, unless we receive a delivery failure.

20.2 You may give us notices by email to support@bronty.ai [or a dedicated legal notices address], or by post to our registered address.

For review: consider legal@bronty.ai for formal notices.

20.3 You must keep the email addresses in your account current.

21. Changes to these terms

21.1 We may change these terms. We will give you at least 30 days' notice of a material change by email or in the platform, unless the change is needed sooner to comply with the law or a requirement of a channel, Shopify or the payments partner, in which case we will give as much notice as we reasonably can.

21.2 If you do not accept a change, you may end this agreement by notice before the change takes effect, and the change will not apply to you.

21.3 The current version of these terms, with the date it took effect, is always published at bronty.ai/terms.

For review: a unilateral right to vary is a recognised UCT risk; the notice period and the right to exit are the usual protections. If the change is to fees, clause 10.7 applies.

22. General

22.1 Governing law. These terms are governed by the laws of [New South Wales], Australia, and each party submits to the non-exclusive jurisdiction of the courts of that State and the courts that hear appeals from them.

For review: the live terms use New South Wales. Confirm the State once the registered address is known.

22.2 Dispute resolution. Before starting proceedings (other than for urgent relief), a party must give the other written notice of the dispute, and the parties must try in good faith to resolve it within 30 days.

For review: optional; consider mediation.

22.3 Relationship. The parties are independent contractors. Nothing in these terms makes either party the partner, employee, joint venturer or representative of the other, and neither may bind the other.

For review: house style avoids the word usually listed in this clause; counsel may restore the standard wording.

22.4 Assignment. You may not assign or transfer your rights under these terms without our written consent. We may assign or novate these terms to a related company or to a buyer of all or part of our business on notice to you, provided your rights are not materially reduced.

22.5 Subcontractors. We may use subcontractors and service providers to provide the service. We remain responsible for them under these terms.

22.6 Force majeure. Neither party is liable for a failure or delay caused by an event outside its reasonable control, except an obligation to pay money.

22.7 Severance. If any part of these terms is invalid or unenforceable, it is severed and the rest continues.

22.8 No waiver. A failure or delay in exercising a right is not a waiver of it.

22.9 Entire agreement. These terms, together with the fees shown in the platform, are the whole agreement between you and Bronty about their subject matter and replace any earlier terms between us about it, including Part B of the Bronty Terms of Use.

22.10 Interpretation. "Including" and similar words do not limit what else may be included. Headings and the short version are for convenience only.

23. Using our website

23.1 This clause applies to anyone who visits bronty.ai (the "website"), whether or not they are a merchant.

23.2 You may use the website to find out about Bronty and to contact us. You must not use it unlawfully, interfere with its operation or security, try to gain unauthorised access to it, or copy or scrape its content other than for your own reference.

23.3 The website gives general information about Bronty. We try to keep it accurate and current, but to the extent the law allows we give no warranty that it is complete, accurate or available at all times. Nothing on the website is advice, and these terms, not the website, set out what we provide to merchants.

23.4 The website may link to sites and forms run by others, such as our seller enquiry form. We do not control those sites and are not responsible for their content or how they handle your information; their own terms and privacy policies apply.

23.5 Our Privacy Policy at bronty.ai/privacy explains how we handle information about website visitors. Clause 18.1 applies to visitors as it applies to merchants.

24. Contact

EntityBronty AI Pty Ltd, ACN 702 754 998, ABN 77 702 754 998
Address[REGISTERED ADDRESS: TO BE CONFIRMED]
Supportsupport@bronty.ai
Privacyprivacy@bronty.ai

Bronty AI Pty Ltd · bronty.ai/privacy · bronty.ai/terms

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