General Terms and Conditions of the Heartly App for Merchants

Version: v2.0-2026-11 · Effective from: 20 November 2026 · Replaces: v1.0-2026-04

Language: English translation for information. The German version at heartly.io/legal/merchant-terms is legally binding.

1. Provider and scope

1.1 The provider is Heartly Apps UG (haftungsbeschränkt), Tschaikowskistraße 5, 04105 Leipzig, Germany, registered in the commercial register of the Local Court (Amtsgericht) of Leipzig under HRB 45026, VAT ID DE459972977, represented by its managing director Markus Böhme ("Heartly").

1.2 These terms apply to the use of the Heartly app for Shopify and WooCommerce, the Heartly dashboard and related services by merchants ("Merchant"). The Heartly app is aimed exclusively at businesses within the meaning of § 14 BGB (German Civil Code) that operate an online store. Consumers cannot conclude a contract.

1.3 Heartly Listing (listing.heartly.io) is governed by the Heartly Listing terms. The partner program for agencies is governed by the Partner Terms. End customers on Heartly Deals and in the Heartly app for iOS and Android are governed by the Consumer Terms.

1.4 Deviating terms and conditions of the Merchant do not apply, even if Heartly does not object to them. Terms of Shopify or WooCommerce remain unaffected in the relationship between the Merchant and those providers.

2. Heartly's services

2.1 Depending on the plan booked, the Heartly app includes in particular:

1. creating and scheduling flash sales, carousel campaigns and raffles with their own sales page,
2. calculating and displaying the lowest price of the last 30 days (§ 11 PAngV, German Price Indication Ordinance) and an automated check of discounts before publication ("Deal-Gate", section 6),
3. AI-supported suggestions, analyses and competitor monitoring (section 8),
4. "Autopilot", i.e. automated price changes according to the Merchant's rules (section 7),
5. displaying campaigns on Heartly Deals (deals.heartly.io), in the Heartly app for iOS and Android, in notifications to end customers who have subscribed to them, and via Heartly interfaces for software agents (for example MCP and UCP),
6. reports on views, clicks and orders.

2.2 Heartly shows the current features per plan on the pricing page and in the dashboard before purchase. Heartly may further develop features as long as the agreed core scope of the booked plan is maintained.

2.3 Heartly does not sell goods. Purchase contracts are concluded exclusively between the Merchant and the buyer in the Merchant's store. Heartly is not the Merchant's agent and does not accept payments from buyers.

2.4 Heartly owes the provision of the features, not a particular result. Heartly does not promise any particular number of views, clicks or buyers, any placement or any revenue.

2.5 Heartly provides the service with the care of a prudent businessperson but does not owe any particular availability. Maintenance and disruptions, including at Shopify, WooCommerce or hosting providers, may temporarily interrupt the service. Heartly announces planned maintenance in advance where possible.

3. Conclusion of contract and account

3.1 The contract is concluded when the Merchant connects the Heartly app to its store, accepts these terms in the version shown, and Heartly provides the account. Heartly stores the version, time, IP address and browser identifier of the acceptance as evidence.

3.2 The Merchant provides accurate details of its company, address and contact person and keeps them up to date. It keeps access credentials secret and informs Heartly without delay if it suspects misuse.

3.3 The Merchant may invite further team members. It is responsible for their actions in the account.

4. Plan, prices and trial period

4.1 Heartly offers the app in one monthly plan that includes every feature of the app. The prices Heartly shows before purchase apply. All prices are exclusive of statutory VAT where applicable. Plans taken out earlier continue on their existing terms until cancelled.

4.2 Billing via Shopify: For stores on Shopify, purchase, billing and payment are handled through Shopify's billing (Shopify Billing) in the currency shown there. Shopify's terms apply in addition.

4.3 Billing via Stripe: For stores on WooCommerce, payment is made through the payment service provider Stripe. The fee is due monthly in advance and is collected from the stored payment method. Heartly provides invoices electronically.

4.4 Trial period: For a store's first subscription, Heartly grants a free trial period of 14 days with every feature. For this, the Merchant stores a payment method or approves the charge in Shopify. If the subscription is not cancelled before the trial period ends, the paid subscription starts automatically and the fee is collected. Heartly shows the end of the trial period in the dashboard.

4.5 Late payment: If a payment fails, Stripe or Shopify may retry it. If payment is not made, Heartly may, after notice in text form, block the app's features until payment is received. Heartly does not end running campaigns without prior warning. Statutory claims in the event of default remain unaffected.

4.6 Price changes: Heartly announces price changes for existing subscriptions in text form at least 30 days before they take effect. They apply from the next billing period. The Merchant may cancel as of the end of the current billing period until the change takes effect.

4.7 Refunds: Fees already paid are not refunded pro rata on cancellation. If Heartly is responsible for a disruption that substantially impaired the service for more than 24 consecutive hours, Heartly credits the pro rata fee on request made within 30 days. Further statutory claims remain unaffected.

5. Merchant obligations and lawful pricing

5.1 The Merchant is responsible for all prices, discounts, product details and content that it creates with Heartly or has displayed through Heartly. It warrants that they comply with applicable law, in particular the Price Indication Ordinance (PAngV), the Act against Unfair Competition (UWG) and consumer protection law.

5.2 This includes in particular § 11 PAngV: whenever a price reduction is announced to consumers, the lowest total price of the last 30 days before the reduction must be stated.

5.3 Heartly's technical aids, such as the calculation of the reference price or the Deal-Gate, do not release the Merchant from its responsibility. Heartly can only assess data it has received from the store or from the Merchant. If a price set in the store differs from the data in Heartly, the Merchant is responsible for correcting it.

5.4 The Merchant is entitled to use the texts, images and trademarks of its products for the display under section 2.1 no. 5. It does not submit offers that violate applicable law or third-party rights, in particular for goods whose sale to consumers is restricted.

5.5 The Merchant indemnifies Heartly against third-party claims based on a culpable breach of its obligations under this section 5, in particular warning letters (Abmahnungen) from competitors, associations or consumer organisations, regulatory proceedings and lawsuits by buyers. The indemnity covers reasonable costs of legal defence. Heartly informs the Merchant of such claims without delay and, where legally possible, leaves the defence to the Merchant. The indemnity does not apply to the extent Heartly is itself responsible for the infringement.

6. Deal-Gate, restriction and suspension

6.1 Before publication on Heartly Deals, in the Heartly app, in notifications and via interfaces, Heartly checks campaigns automatically against basic rules, in particular obvious breaches of § 11 PAngV. The Deal-Gate is a technical aid and not a conclusive legal review. Approval by the Deal-Gate does not confirm that a campaign is lawful.

6.2 Heartly may restrict or suspend individual campaigns or a Merchant's access to the surfaces under section 2.1 no. 5 if there are reasonable indications of a legal violation, a warning letter, a regulatory objection or a breach of section 5.

6.3 Heartly notifies the Merchant of a restriction or suspension in text form no later than when it takes effect and states the reasons (Art. 4 of Regulation (EU) 2019/1150 [blocked]). The Merchant may object within 30 days via support@heartly.io and show that the issue has been remedied. Heartly reviews the objection and usually communicates the result within 7 days.

7. Autopilot

7.1 Autopilot automatically changes prices in the Merchant's store according to rules set by the Merchant. Autopilot is switched off by default and is only activated after the Merchant's separate consent in the dashboard.

7.2 The Merchant remains responsible for the price in every automated change. Autopilot only executes the Merchant's rules; Heartly does not pursue its own pricing policy.

7.3 Heartly technically checks automated price changes for compliance with the Merchant's rules and with basic requirements of § 11 PAngV. If a change cannot be implemented in compliance with the rules, it is not executed. If the Merchant changes a price outside of Heartly, Autopilot pauses the affected rule.

7.4 The Merchant may switch off Autopilot at any time. No new automated changes are made afterwards; existing prices remain unchanged.

7.5 Heartly is not liable for the economic consequences of price changes made within the Merchant's rules, such as margin or sales. Section 11 remains unaffected.

8. AI features

8.1 Heartly uses AI models from external providers for suggestions, texts, analyses and competitor monitoring. Product, price and campaign data of the store are transmitted for this purpose, but no personal data of buyers.

8.2 AI results may be incorrect or incomplete. The Merchant reviews suggestions before using them. Except with Autopilot activated (section 7), Heartly does not implement AI suggestions without the Merchant's approval.

9. Display, ranking and rights of use

9.1 Main ranking parameters (Art. 5 of Regulation (EU) 2019/1150): On Heartly Deals and in the Heartly app, Heartly ranks campaigns by recency and remaining time, size of the discount, category and the interests of the respective user (for example saved categories and previous interactions). The plan booked and payments to Heartly do not influence the ranking.

9.2 For the term of the contract, the Merchant grants Heartly the simple, non-transferable, free right to display campaigns, product data, texts, images and store names on the surfaces under section 2.1 no. 5, to technically adapt them for display and to make them publicly available. Heartly may use technical service providers for this.

9.3 If the Merchant ends or deletes a campaign or the contract ends, Heartly removes the content from display within 24 hours. Heartly cannot influence caches of third parties, such as search engines.

10. Attribution to an agency

10.1 If an agency from the Heartly partner program registered the store before installation, Heartly asks the Merchant in the dashboard whether the agency works with it. Without the Merchant's confirmation, no attribution takes place.

10.2 If the Merchant confirms, the agency sees in the partner portal the store domain, the platform, the time of installation, the status of trial and subscription, and the commission Heartly calculates from the payments for this store. The agency does not receive any other store, product or customer data.

10.3 The Merchant may decline the attribution. The attribution does not change prices or services for the Merchant.

11. Liability

11.1 Heartly is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.

11.2 In the event of a slightly negligent breach of an essential contractual obligation, Heartly is only liable for the typical, foreseeable damage. Essential obligations are those whose fulfilment makes the performance of the contract possible in the first place and on whose observance the Merchant may regularly rely.

11.3 Otherwise, liability for slight negligence is excluded, in particular for lost revenue or profit due to temporary unavailability or non-display.

11.4 The limitations of liability also apply to Heartly's employees and agents.

12. Term and termination

12.1 The contract runs for an indefinite period. Subscriptions renew for one month at a time.

12.2 The Merchant may cancel a paid subscription at any time as of the end of the current billing period: on Shopify via app management or by uninstalling the app in Shopify, on WooCommerce in the dashboard under "Billing" or in text form to support@heartly.io. The app's features are then blocked; the account remains until the Merchant ends the contract or takes out a new subscription. The Merchant may end the contract at any time by uninstalling the app or deleting its account in the dashboard.

12.3 Heartly may terminate the contract with 30 days' notice as of the end of a billing period and gives reasons for the termination in text form (Art. 4 of Regulation (EU) 2019/1150).

12.4 The right to extraordinary termination remains unaffected. Good cause for Heartly exists in particular in the event of

1. repeated or serious breaches of § 11 PAngV, the UWG or other essential pricing rules, for example three or more campaigns blocked by the Deal-Gate within 30 days without correction, two or more warning letters within 90 days, or an order by an authority or court,
2. manipulation of campaigns, clicks or attributions,
3. payment default of more than 60 days despite a reminder.

13. Data protection and data after the end of the contract

13.1 Heartly processes personal data in accordance with the Privacy Policy. Heartly is itself the controller for account, usage and billing data.

13.2 Insofar as Heartly processes personal data on behalf of the Merchant, in particular data of participants in the Merchant's raffles, the data processing agreement under Art. 28 GDPR applies, which Heartly provides to the Merchant on request to support@heartly.io.

13.3 After the end of the contract or deletion of the account, Heartly deletes or anonymises account and store data within 90 days. This excludes data that Heartly must retain or needs to defend against claims: billing data for up to 10 years (§ 147 AO, German Fiscal Code; § 257 HGB, German Commercial Code), price histories and records of consents for up to 36 months. The Merchant can export raffle participant lists in the dashboard; Heartly provides further campaign and analytics data before the end of the contract on request to support@heartly.io.

14. Changes to these terms

14.1 Heartly announces changes to these terms in text form at least 15 days before they take effect (Art. 3(2) of Regulation (EU) 2019/1150). For changes that place a significant burden on the Merchant, in particular regarding fees, the notice period is at least 30 days.

14.2 The Merchant may terminate the contract without notice until the change takes effect. After the change takes effect, Heartly asks the Merchant in the dashboard to accept the new version. Until acceptance, Heartly may limit use of the dashboard to the acceptance.

15. Contact and complaints

The Merchant sends questions, complaints and notices to support@heartly.io. Heartly usually responds to complaints within 5 business days (Art. 11 of Regulation (EU) 2019/1150).

16. Final provisions

16.1 These terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

16.2 If the Merchant is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Leipzig, Germany. Heartly may also sue the Merchant at its registered office.

16.3 Notices under these terms must be in text form unless otherwise provided.

16.4 If any provision is invalid, the remaining provisions remain valid. The statutory provision replaces the invalid provision.

16.5 In the event of discrepancies between the German version and a translated version, the German version prevails.