Vendor Services Agreement
Version 1.0  ·  Effective from date of countersignature
Flux
Legal entity FLUXAI GROUP HOLDINGS LTD
Contact chat@withflux.co.uk
Also referred to as "we", "us", "Flux"
Vendor
Business name  
Shopify store domain  
Primary contact  
Email  
01 What Flux Does

Flux provides an AI-powered negotiation widget that sits on your Shopify product pages. When a customer engages with the widget, our AI negotiates a personalised deal price within rules you define. Deals are fulfilled via a unique, time-limited Shopify discount code generated by Flux.

You control:

  • Which products are eligible for negotiation
  • The minimum price the AI will agree to (floor price)
  • The negotiation style — firm, balanced, or flexible
  • Campaign dates and windows
02 Commission
2.1   Plans & rates

Flux is offered on three plans. Each combines a fixed monthly fee with a flat commission on negotiated deal value. You choose your plan in the Flux dashboard and may change it at any time:

  • Basic — no monthly fee, 5% commission on negotiated deal value
  • Growth$69/month, 1.5% commission on negotiated deal value
  • Pro$299/month, 0.5% commission on negotiated deal value

Monthly fees are quoted in USD and billed in your store's currency through Shopify's billing system. The commission rate is flat — it does not vary with monthly volume. Your rate is fixed by the plan you are on at the time each qualifying order is paid.

2.2   Free trial

Paid plans (Growth and Pro) include a 14-day free trial that waives the fixed monthly fee only. Commission on completed deals still accrues during the trial. If you remain on the plan past the trial, the fixed monthly fee begins on day 15.

The free trial is available once per store. It is not granted again on a later plan change, reinstall, or a switch between paid plans. Flux may, at its discretion, re-grant a trial in individual cases.

2.3   Basis

Commission is calculated on the negotiated item price only — the price agreed between the customer and the Flux AI for the specific product under negotiation. It is not calculated on the customer's total basket value, shipping, or any other items added to the order.

Worked example

A negotiated deal of 182.00 (in your store currency): on Basic the commission is 9.10 (5%); on Growth it is 2.73 (1.5%); on Pro it is 0.91 (0.5%). The fixed monthly fee, where applicable, is separate from and additional to commission.

2.4   What triggers a commission

A commission is earned when:

  1. The Flux AI agrees a deal with a customer
  2. The customer uses the generated discount code at checkout
  3. The order is marked as paid in Shopify

No deal code used = no commission owed.

Commissions apply equally to deals completed via any channel — including AI agent-initiated transactions where a buying agent negotiates on behalf of a customer.

2.5   Refunds

If a Flux-attributed order is fully refunded, the commission for that order is reversed in full. If partially refunded, commission is adjusted proportionally to the refunded amount. Refund adjustments are applied to the following month's invoice.

2.6   Negotiation limits & fair use

A negotiation means a single session in which a customer, or an automated shopping agent acting on their behalf, begins to negotiate a price with the Flux AI — from their first counter-offer onwards. Opening the chat or the widget's initial greeting is not a negotiation. Several rounds within one session count as one negotiation; a new session started later counts as another. Your current-month negotiation count is shown in the Flux dashboard.

The Basic and Growth plans include unlimited negotiations. The Pro plan includes up to 2,000 negotiations per calendar month. Exceeding an included volume does not by itself cause negotiations to be suspended or throttled. Where usage consistently exceeds it, Flux will contact you to agree custom pricing or a more suitable plan, and may apply reasonable custom pricing to sustained excess usage on notice.

Unlimited negotiations on the Basic plan are subject to fair use, assessed against your store's sales activity. The Basic plan carries no fixed monthly fee, so commission on completed deals is the only charge Flux makes. Where a store generates sustained negotiation volume with no corresponding completed sales, Flux may temporarily reduce that store's negotiation capacity. Any such reduction lifts automatically as completed sales resume, and in any event at the start of the next calendar month. Flux will contact you if this applies to your store. This provision does not apply to the Growth or Pro plans.

03 Payment Terms

Until Flux's automated billing system (Stripe Connect) is live:

  • Flux will issue a monthly invoice on the 1st of each calendar month covering all commissions earned in the prior month
  • Payment is due within 14 days of invoice date
  • Invoice will itemise each Flux-attributed order: product, deal price, commission amount
  • Payment by bank transfer or Stripe payment link (provided on invoice)
  • Minimum invoice threshold: £10. If monthly commissions are below £10 they roll over to the next month
3.1   Transition to automated billing

When Flux's Stripe Connect integration is live (target: within 6 months of this agreement), billing will transition to automatic deduction from your connected Stripe account. You will receive 30 days notice before this change takes effect and will be asked to connect your Stripe account at that time. The commission rate remains unchanged.

04 Your Obligations
  • Provide access for Flux's script tag to be installed on your Shopify theme
  • Keep your Flux dashboard rules accurate (floor prices, product names) — incorrect rules are your responsibility
  • Notify Flux within 5 business days of any product price changes that may affect active rules
  • Not attempt to circumvent Flux's commission tracking (e.g. deactivating discount codes before order completion)
4.1   Prohibited products and merchant categories

You agree not to use Flux to negotiate, list, advertise, or sell, and not to use Flux as the negotiation layer for a store trading primarily in:

  • Human remains, body parts, or anatomical artifacts of human origin
  • Firearms, ammunition, explosives, and other functional weapons, or any part designed to make a weapon functional
  • Items that promote, glorify, or are associated with hatred or violence, including Nazi and other hate-group memorabilia or militaria
  • Ivory and any product derived from endangered or protected (CITES-listed) species
  • Illegal drugs, controlled substances, and related paraphernalia
  • Child sexual abuse material, non-consensual sexual content, and sexual services
  • Counterfeit goods and items that infringe the intellectual property of others
  • Stolen goods, and cultural-heritage objects or antiquities that are looted, unprovenanced, or unlawfully excavated or exported
  • Any product that is unlawful in your jurisdiction or in the shopper's jurisdiction

Otherwise-lawful antiques, collectibles, militaria, taxidermy, or cultural artifacts may be sold through Flux only where you hold lawful title and any licence, permit, or documentation required to sell them (for example, CITES certificates or applicable ivory exemptions), and provided they do not fall within an absolute prohibition above. You must also comply with the prohibited and restricted product policies of Shopify and of your payment processor, which apply in addition to this clause. Flux does not pre-screen vendor catalogues; where Flux reasonably believes the service is being used in breach of this clause, it may, at its discretion and without prior notice, suspend operation of the widget on your store, withhold or reverse any affected discount codes, and suspend or terminate this agreement under Section 6.

05 Data

Flux collects the following data in connection with your store:

  • Negotiation sessions (anonymous): messages, offers made, deal prices, session metadata
  • Orders: Shopify order ID, discount code used, order subtotal, deal price
  • Email address, voluntarily provided by the shopper after a deal is agreed, solely for the purpose of receiving their discount code and (if the shopper signs in with Flux ID) linking their deals across sessions so we can honor them together at checkout
  • No customer PII is retained beyond what is necessary for order attribution, deal delivery, Flux ID session linking, and the price-match sharing feature

Flux does not sell your data or your customers' data to third parties. Negotiation data is used to improve Flux's AI models on an aggregated, anonymised basis.

06 Term and Termination
  • This agreement runs month-to-month from the effective date
  • Either party may terminate with 30 days written notice by email
  • Flux may suspend service immediately if invoices are unpaid beyond 30 days past due date
  • On termination, Flux will remove the widget script from your store within 5 business days, and all active discount codes generated by Flux will be deactivated
  • Commissions earned up to the termination date remain payable
07 Liability
  • Flux is not liable for lost sales, lost revenue, or any consequential damages arising from the use or unavailability of the service
  • Flux's total liability in any calendar month is capped at the commissions paid by the Vendor in that same month
  • Flux makes no guarantee of a specific conversion rate or revenue outcome — results depend on your products, pricing, and customer behaviour
08 Amendments

Flux may update these terms with 30 days written notice. Continued use of the service after that period constitutes acceptance. Material changes (commission rate, payment structure) require written countersignature from both parties.

09 Governing Law

This agreement is governed by the laws of England and Wales. Any disputes shall be resolved in the courts of England and Wales.

Flux
Signed
baeo
Name
Ben Ouattara
Title
Director, FLUXAI GROUP HOLDINGS LTD
Date
Vendor
Signed
Name
Title
Date