Archived: this is version 2.0, which applies until 30 November 2026. From 1 December 2026 version 2.1 applies.
Vendor Services Agreement
Version 2.0  ·  7 October 2026  ·  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  
Store domain  
Primary contact  
Email  
01 What Flux Does

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

Flux supports Shopify, WooCommerce and custom storefronts. The same negotiation service is also reachable by AI shopping agents acting on a shopper's behalf, on the surfaces Flux publishes. Where this agreement refers to your "platform", it means whichever of these your store runs on.

You control:

  • Which products are eligible for negotiation
  • The minimum price the AI will agree to (floor price)
  • The opening discount offered in the first round
  • The negotiation style — firm, balanced, or flexible
  • Campaign dates and windows
  • Whether AI shopping agents may negotiate on your store
02 Plans, Fees and Commission
2.1   Plans & rates

Flux is offered on four 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
  • Enterprise — custom pricing for high-volume stores and bespoke requirements, agreed in writing between us

All plans are billed monthly. There is no annual plan and no annual discount, on any platform. There are no setup fees. 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   Currency

Plan fees are quoted in US dollars. Where Flux publishes a price in your currency, you are charged that published price — a set amount, not a daily exchange-rate conversion of the dollar price — so your fee is the same every month and the same as every other store billed in that currency. Where Flux does not publish a price in your currency, you are billed in US dollars.

If you are billed through the Shopify App Store, the currency Shopify invoices you in is determined by Shopify's own billing settings for your store, and any currency conversion applied by Shopify or by your card provider is outside Flux's control.

Commission is always calculated and charged in the currency of the underlying sale.

2.3   Tax

All prices are exclusive of VAT and any other sales tax. Flux is not currently registered for VAT, so no VAT is added to your plan fee or commission. If Flux becomes VAT-registered, or if tax otherwise becomes chargeable, it will be added to the prices shown rather than absorbed into them, and you will be told before it first applies. Where you are billed through the Shopify App Store, any tax Shopify is required to collect on app charges is applied by Shopify on its own invoice.

2.4   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. Any unused days carry across a plan change rather than being forfeited. Flux may, at its discretion, re-grant a trial in individual cases.

2.5   What commission is calculated on

Commission is calculated on the negotiated item price only — the price agreed between the shopper and the Flux AI for the specific product under negotiation, as displayed in your store. It is not calculated on the shopper's total basket value, shipping, or any other items added to the order. Where your store displays prices inclusive of tax, that displayed figure is the one used.

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.

2.6   What triggers a commission

A commission is earned when:

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

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 shopper.

2.7   Refunds and chargebacks

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. All reporting in your dashboard is net of refunds. Where a Flux-attributed order is charged back, commission on that order is reversed in the same way as a full refund.

2.8   Negotiation limits & fair use

A negotiation means a single session in which a shopper, 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, and never pauses your store. 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, Pro or Enterprise plans.

03 Payment Terms

Billing is automatic and rides the platform your store already uses. There is no manual invoicing and nothing separate to set up.

  • Shopify stores are charged through Shopify Billing. Your plan fee and commission appear on your existing Shopify invoice, on Shopify's own billing cycle. You approve the subscription once, in Shopify, before any charge is made.
  • WooCommerce and custom stores are charged by card through Stripe. You enter your card details once and the plan fee recurs monthly; commission is charged on the same cycle.

Commission is recorded against each qualifying order as it is paid, and charged on your plan's billing cycle rather than order by order. Your dashboard itemises every Flux-attributed order — product, deal price, commission amount — so each charge can be reconciled against the underlying sales.

3.1   Failed payments

If a charge fails, Flux will retry it and notify you. Where payment remains outstanding 30 days past its due date, Flux may suspend the service on your store until it is settled. Suspension does not terminate this agreement, and commission earned up to the point of suspension remains payable. Where you are billed through Shopify, cancelling or declining the Shopify subscription has the same effect as non-payment.

04 Your Obligations
  • Provide access for Flux's widget to be installed on your store — via the Shopify app, the WooCommerce plugin, or a script tag on other platforms
  • Keep your Flux dashboard rules accurate (floor prices, product names, opening discounts) — incorrect rules are your responsibility
  • Notify Flux within 5 business days of any product price changes that may affect active rules
  • Honour all discount codes generated by a valid Flux negotiation on your store, within their stated validity period
  • Not attempt to circumvent Flux's commission tracking (for example, deactivating discount codes before order completion)
  • Tell shoppers, in your own privacy notice, that their data is shared with Flux when they use the negotiation widget — see Section 5
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 your own ecommerce platform — Shopify, WooCommerce or otherwise — 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 8.

05 Data
5.1   Our respective roles

Flux is an independent data controller in respect of the personal data it collects through the negotiation service, and is registered with the UK Information Commissioner's Office under reference ZC173568. You remain the controller of your own customer and order records. Neither party acts as the other's processor, so no data processing addendum is required between us. Flux's full disclosures are set out in the Flux Privacy Policy.

A processor acts only on another party's documented instructions. Flux decides for itself to collect device and security signals in order to detect fraud and manipulation of negotiations, and to improve its models on an aggregated basis. Those are Flux's own purposes, not instructions from you, which is what makes Flux a controller. The practical consequence for you is that the sharing should appear in your own privacy notice, with a link to the Flux Privacy Policy.

5.2   What Flux collects in connection with your store
  • Negotiation sessions: messages exchanged, offers made, deal prices agreed, and session metadata.
  • Technical and security signals: IP address, device type, browser, referring page, and a device fingerprint. Because Flux issues real discounts, these are used to recognise repeat sessions and to detect fraud, abuse, and attempts to manipulate negotiations — which protects your floor prices as well as genuine shoppers.
  • Shopper email address, where voluntarily provided, used to deliver a discount code and, where the shopper signs in with Flux ID, to link their deals across sessions.
  • Flux ID account identifiers, where a shopper chooses to sign in, including via a third-party sign-in provider.
  • Order data received by webhook when a Flux code is used: order ID, discount code, order subtotal, deal price, and products purchased.

Negotiation conversation content is processed by third-party AI model providers in order to generate responses. A current list of Flux's sub-processors — what each one does, what personal data it sees, and where it is located — is available on request at privacy@withflux.co.uk. Flux will tell you before adding a sub-processor that materially changes how negotiation data is handled.

5.3   What you receive

You can see the negotiation transcript and the outcome for every negotiation on your store. You do not receive shoppers' device or security signals.

5.4   Use and retention

Flux does not sell your data or your shoppers' data to third parties. Negotiation data is used to operate and secure the service, and to improve Flux's models on an aggregated basis. Retention is enforced automatically by a scheduled job, not by manual review:

  • Negotiation data where no deal was agreed — anonymised after 90 days.
  • Negotiation data where a deal was agreed — anonymised after 12 months, so commission can be reconciled and disputed.
  • Expired sign-in credentials — deleted 30 days after expiry.
  • Order and commission records — kept six years for UK accounting and tax. These are deal economics, not shopper identifiers.

Anonymising removes the identifying fields — IP address, device fingerprint, browser details, message content, and any email address — and keeps only non-identifying deal economics.

For stores on Shopify, Flux actions Shopify's verified customer data-request and customer and shop erasure webhooks automatically. On WooCommerce and custom installations there is no equivalent platform webhook, so a shopper access or erasure request reaches Flux directly — through the Flux Privacy Policy, or by you forwarding it to privacy@withflux.co.uk — and is actioned within one month.

06 Service Availability, Support and Incidents

Support hours. Monday to Friday, 09:00–18:00 UK time, excluding English public holidays.

Response targets. Flux aims to respond to vendor support enquiries within two UK business days, and usually within one. For pricing incidents — anything where you believe Flux has quoted, agreed or issued a price outside your rules — Flux aims to acknowledge within four working hours and to contain the issue, by pausing the affected rules or the integration, as the first step.

Contact. General support and pricing incidents: support@withflux.co.uk. Security vulnerabilities: security@withflux.co.uk. Data protection enquiries: privacy@withflux.co.uk.

Stopping Flux yourself, immediately. You do not need to contact Flux, or wait for Flux, to stop negotiations. At any time you can pause any individual product rule, or pause or remove the integration entirely, from your Flux dashboard or by uninstalling the app. These controls are enforced on Flux's servers and take effect on the next request — they are not dependent on support hours.

Flux does not guarantee uninterrupted uptime. Scheduled maintenance and third-party service outages — including your ecommerce platform and AI infrastructure providers — are outside Flux's control and do not constitute a breach of this agreement. The targets in this section are service targets and do not form a service level agreement unless expressly agreed in writing between us.

07 Our Responsibility If We Are at Fault

If a code falls outside your rules. Floor prices and discount limits are enforced on Flux's servers against your saved rules, and are re-checked before any discount code is issued. If, despite those controls, a code is issued that falls outside your configured rules because of a fault in the service:

  • You are not required to honour it. Your obligation in Section 4 applies to codes produced by a valid negotiation within your rules. A code produced by Flux's error is outside it.
  • Flux will deactivate it promptly on becoming aware or on your notifying us. You can also disable any Flux code yourself at any time in your platform's own discount settings, without waiting for Flux.
  • Flux will tell you what happened — you receive the full negotiation transcript and an explanation of the cause.
  • The customer relationship stays yours. You remain the seller and the party to the sale. Where the fault was Flux's, Flux will provide a written explanation you can send on, and will correspond with the shopper directly if you would rather we did.

Because every Flux code is single use and expires within 72 hours at the latest, a fault cannot produce an open-ended liability across many orders before it is contained.

7.1   Remedies

Where a pricing error, incorrect code or service failure is attributable to Flux rather than to your configuration or a third party, Flux will:

  1. Correct it, and tell you what the cause was.
  2. Reverse its commission on every affected deal, so Flux does not earn on a transaction its error produced.
  3. Credit the plan fee for any period in which the service was materially unavailable, applied pro rata to the following invoice.
  4. Make good the shortfall — where Flux's error caused you to sell below the floor you had configured, Flux will credit you the difference between your configured floor and the price actually charged, on each affected order, and will confirm this within five working days of the facts being established.

All four are commitments, not discretionary gestures. Item 4 applies where the rules in use on your store were accurate and the code was produced by a valid negotiation — it does not cover a shortfall caused by a floor price you had set incorrectly, or by a code obtained by manipulating or circumventing the negotiation flow.

How a shortfall credit is paid. A credit under item 4 is applied against your next invoice. If you have no further invoice due, or you cancel or uninstall before it is applied, Flux will pay the outstanding balance to you within 30 days of the amount being agreed. You do not have to remain a customer to receive it.

These remedies are in addition to, and do not limit, any right you have under applicable law.

08 Term and Termination
  • This agreement runs month-to-month from the effective date. There is no minimum term and no cancellation fee.
  • You may cancel at any time in your Flux dashboard, or by uninstalling the app. Cancellation takes effect at the end of your current billing period, and you keep access to your plan until then.
  • Either party may terminate with 30 days written notice by email.
  • Flux may suspend the service where payment remains outstanding beyond 30 days past its due date, or immediately under Section 4.1.
  • On termination, Flux will remove the widget from your store within 5 business days, and all active discount codes generated by Flux will be deactivated.
  • Commission earned on completed orders up to the termination date remains payable.
  • If you want negotiations to stop immediately rather than at the end of the period, pause your rules or uninstall — see Section 6.
09 Intellectual Property

Flux retains all ownership of the widget, AI models, negotiation logic, platform, and any derivative works. You retain all ownership of your product data, store branding, and customer relationships. Neither party is granted any intellectual property rights beyond what is strictly necessary to perform this agreement.

The "Powered by Flux" branding displayed within the negotiation widget must not be removed, obscured, or altered outside of a formal agreement with Flux.

Flux may reference your store name and logo as a customer in marketing materials unless you request otherwise in writing.

10 Liability

Nothing in this agreement limits or excludes Flux's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, and to the fullest extent permitted by applicable law:

  • Flux is not liable for indirect, incidental, special or consequential loss arising from your use of, or inability to use, the service — including lost sales, lost revenue, loss of data, or loss of business opportunity.
  • Flux's total liability to you in respect of all claims arising in any calendar month is limited to the greater of (a) the total fees and commission paid by you to Flux in that month, and (b) £1,000.
  • Items 1 to 3 of Section 7.1 reverse amounts you have already paid Flux and are available in addition to this limit. A shortfall credit under item 4 of Section 7.1 is a payment out, and counts towards it.
  • Flux makes no guarantee of a specific conversion rate or revenue outcome — results depend on your products, pricing, and shopper behaviour.

You agree to indemnify and hold Flux and its affiliates harmless from any claims, damages, losses or expenses — including reasonable legal fees — arising from your breach of this agreement, your breach of any applicable law, or your sale of goods through your store. This indemnity does not apply to the extent that the claim arises from Flux's own negligence, breach of this agreement, or breach of applicable law.

11 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances outside their reasonable control, including platform outages, AI provider outages, internet disruptions, natural events, or government action. The affected party must notify the other promptly and resume performance as soon as reasonably possible.

12 Assignment

You may not assign or transfer this agreement without Flux's prior written consent. Flux may assign this agreement to a successor entity in the event of an acquisition or merger, with 30 days written notice to you. Your plan, commission rate and terms remain unchanged on assignment.

13 Notices

All formal notices under this agreement must be sent by email. Notices to Flux should be sent to chat@withflux.co.uk. Notices to you will be sent to the email address registered on your Flux account. A notice is deemed received on the next business day after sending, provided no delivery failure notification is received.

14 Relationship with the Flux Terms of Service

The Flux Terms of Service apply to all users of Flux and govern the service itself. This agreement covers the commercial relationship between us in more detail — plans, rates, payment, notice periods and liability. Where this agreement and the Terms of Service conflict, this agreement prevails in respect of your store.

15 Amendments

Flux may update this agreement with 30 days written notice. Continued use of the service after that period constitutes acceptance. Material changes — commission rate, plan fee, or payment structure — require written countersignature from both parties, and will not apply to a billing period already paid for.

16 General

Entire agreement. This document, together with the Flux Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, or agreements, whether written or oral.

Severability. If any provision of this agreement is found to be unenforceable, the remaining provisions continue in full force and effect.

No waiver. Failure by either party to enforce any provision of this agreement does not constitute a waiver of the right to enforce it in future.

No partnership. Nothing in this agreement creates a partnership, joint venture, or employment relationship between the parties. Flux is not a party to the contract of sale between you and your shoppers.

17 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