SpecialShelf Terms of Service

Last updated: 15 October 2026

These Terms are an agreement between Agnostic AI (Pty) Ltd, a private company registered in the Republic of South Africa with registration number 2025/950332/07, trading as SpecialShelf ("SpecialShelf", "we", "us"), and the business that creates a SpecialShelf account ("you", the "Store"). They govern your use of the SpecialShelf web application and related services (the "Service").

By creating an account, ticking the box at sign-up, or using the Service, the person doing so confirms they are authorised to bind the Store, and the Store agrees to these Terms. The Service is for businesses only; it is not offered to consumers for personal, family or household use.

These Terms incorporate: our Privacy Policy, the Data Processing Addendum ("DPA"), the Acceptable Use Policy ("AUP"), the Text Messaging Terms and the Refund Policy. If a Store signs a separate written agreement with us (for example the Founding Pilot Agreement), that agreement prevails where it conflicts with these Terms.

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1. What SpecialShelf is — and is not

1.1 SpecialShelf is a desk, not a bank. It helps you track special orders and layaways, send order-status messages to your customers, and see which Square invoices are paid. It connects to your own Square account with your permission.

1.2 All payments run through your Square account. Deposits, balances and layaway payments are Square invoices that your customers pay to you on Square's pages. SpecialShelf never receives, holds, transmits or controls your money, never sees card details, and charges no fee on your sales. Square's own terms govern your Square account and every payment.

1.3 SpecialShelf does not lock or reserve Square inventory. Square counts an item as available until its invoice is paid in full. You are responsible for physically setting aside special-order and layaway items.

1.4 SpecialShelf does not place vendor orders. It records the orders you place with your vendors and the dates you expect.

1.5 You decide your own commercial terms. Your prices, deposits, layaway rules, cancellation and refund policies, taxes, and the promises you make to your customers are yours. SpecialShelf calculates totals from the tax rates you configure in Square, but you are responsible for charging, collecting and remitting the correct taxes. SpecialShelf does not give legal, tax or financial advice.

2. Your account

2.1 Eligibility. You must be a business able to form a binding contract and hold a Square seller account in good standing.

2.2 Logins. Each person signs in with their own email address. You are responsible for everything done under your Store's logins, for choosing who has owner rights, and for removing people who should no longer have access. Tell us promptly at support@agnosticai.co.za if you suspect unauthorised access.

2.3 Accurate information. Keep your Store details (name, phone, email, and — if you use texting — your legal business details) accurate. Carriers rely on them.

3. Plans, trial and payment

3.1 Plans. The plans, features and limits are those shown on our pricing page and in the app at the time you subscribe (currently Starter and Pro, priced per enabled Square location, billed monthly or yearly). We may change plans or prices on at least 30 days' notice; changes apply from your next billing period after the notice ends, and you may cancel before they do.

3.2 Free trial. New Stores get a free trial with Pro features (14 days, or the period stated in a pilot agreement). No card is needed. If you don't subscribe by the end of the trial, your Store becomes read-only (see section 8).

3.3 Paddle is our reseller. Our order process is conducted by our online reseller Paddle.com Market Limited ("Paddle"). Paddle is the Merchant of Record for all our orders: you buy your subscription from Paddle, which processes your payment, issues invoices and receipts, collects and remits any applicable sales tax, and handles billing enquiries and refunds. Your purchase is also subject to Paddle's Checkout Buyer Terms shown at checkout (paddle.com/legal/checkout-buyer-terms). We remain responsible for the Service itself.

3.4 Per-location billing. Your subscription quantity equals the number of Square locations you enable in SpecialShelf. Enabling or disabling a location changes the quantity; Paddle prorates the difference according to its rules.

3.5 Renewal. Subscriptions renew automatically at the end of each billing period until cancelled. You can cancel at any time from Settings → Plan & billing; cancellation takes effect at the end of the period already paid, and you keep full access until then.

3.6 Failed payments. If a renewal payment fails, you keep full access for a 7-day grace period while Paddle retries. After that, your Store becomes read-only until the payment succeeds.

3.7 Refunds are covered by the Refund Policy.

3.8 Founding discounts offered to pilot stores apply as stated in the offer (currently the Pro monthly plan at US$19 per location for 12 monthly bills).

4. Square, and other services you connect

4.1 Your authorisation. When you connect Square, you authorise us to access your Square account with the permissions shown on Square's consent screen, and to create, update and cancel Square orders and invoices for the special orders and layaways you create in SpecialShelf. You can disconnect at any time in SpecialShelf (Settings) or in Square; disconnecting makes your Store read-only until you reconnect, and deletes nothing.

4.2 Third-party services. Square, Paddle, our email and text-message providers and other third-party services are operated by others under their own terms. We are not responsible for their availability, changes or acts, but we will help you where a problem affects the Service.

4.3 One Square account per Store. A Store stays connected to the Square account it started with, and a Square account can serve only one SpecialShelf Store.

5. Messages to your customers

5.1 You are the sender. Emails and texts to your customers are sent on your behalf and in your Store's name, about orders your customers placed with you.

5.2 Consent and content. You must have each customer's consent before marking them as agreeing to texts, and follow the Text Messaging Terms and the AUP. Messages are order updates only, never marketing. You must not use SpecialShelf to send marketing, promotional or unsolicited messages.

5.3 Opt-outs (STOP, or any reasonable request to stop) are honoured automatically and immediately. Don't re-add an opted-out number without that customer's new consent.

5.4 Registration. Texting in the US requires carrier registration. You agree to give accurate business information for it and accept that approval is decided by carriers and Twilio, not by us. Email continues while registration is pending or if it is refused.

5.5 Fair use. Pro includes texting under the fair-use limit shown on the pricing page (currently 500 message segments per location per month). Above it, messages go by email.

6. Your data

6.1 You own your data. "Store Data" means everything you or your staff put into SpecialShelf or that we receive from your Square account for you, including your customers' details. As between you and us, you own Store Data.

6.2 Our licence to use it. You grant us a limited licence to host, copy, process and display Store Data only to provide, secure and support the Service for you, as described in the DPA. We process your customers' personal information only on your instructions, as your service provider / operator, and never sell or share it, or use it for our own purposes.

6.3 Aggregated statistics. We may compile anonymous, aggregated statistics about use of the Service (for example, the number of orders tracked across all stores) that identify neither you nor any person, and use them to run and improve the Service.

6.4 Export. You can download all Store Data as spreadsheets (CSV) at any time, in any plan state, including while read-only.

6.5 Your responsibilities. You are responsible for having a lawful basis and any notices needed to give us your customers' information, for the accuracy of what you enter, and for responding to your customers' requests about their information (we'll help, as the DPA describes).

7. Acceptable use

You must follow the Acceptable Use Policy. In short: lawful use only, no spam or marketing texts, no attempts to break, probe or overload the Service, no access to other stores' data, no reselling the Service without our written agreement.

8. Read-only, cancellation and deletion

8.1 Read-only. Your Store becomes read-only if Square is disconnected, the trial ends without a subscription, a payment remains unpaid after the grace period, or the subscription is cancelled. Read-only means you can view, search and export everything, but not create or change orders, and no customer messages are sent.

8.2 Deletion. If your subscription is cancelled, or your trial ended without a subscription, your Store stays read-only for 90 days, and then all Store Data is permanently deleted, including your customers' details, your staff logins (unless they belong to another Store) and our access to your Square account. We email the Store's owners when deletion is complete. Subscribing again during the 90 days restores full access. Disconnecting Square alone never deletes data.

8.3 Ending by you. You may stop using the Service and cancel at any time (section 3.5).

8.4 Ending by us. We may suspend or end your access: (a) immediately, if you materially breach these Terms or the AUP and the breach cannot be fixed, or puts the Service, other stores or anyone's data at risk, or if required by law; (b) on 14 days' notice if you fail to fix any other material breach within that time; or (c) on 60 days' notice if we discontinue the Service, in which case we refund any prepaid fees for the unused period. Where practical we give notice before suspending, and we always let you export your data unless the law prevents it.

9. Our commitments

9.1 Security. We protect Store Data with the measures described in the DPA, including encryption of credentials, encryption in transit, database-level isolation between stores, and access controls.

9.2 Breaches. If we have reasonable grounds to believe Store Data has been accessed or acquired by an unauthorised person, we will tell you immediately and in any case within 72 hours, with what we know and what we are doing, and help you meet any notification duties you have.

9.3 Availability and support. We aim to keep the Service available and to fix serious problems first. We provide support by email during the hours shown on our website. We do not promise uninterrupted or error-free operation, and scheduled maintenance or the outage of a third-party service (for example Square, Twilio or our hosting providers) may interrupt it.

9.4 Changes to the Service. We may change, add or remove features. If we remove a feature you pay for in a way that materially reduces the Service, we'll give 30 days' notice and you may cancel and receive a pro-rata refund of prepaid fees.

10. Intellectual property and feedback

10.1 We own the Service, its software, design and content (other than Store Data). These Terms give you a non-exclusive, non-transferable right to use the Service for your Store's internal business during your subscription. You must not copy, modify, reverse engineer (except as the law allows) or create derivative works of the Service.

10.2 If you give us feedback or suggestions, we may use them freely and without obligation to you, but we will not name you publicly without your written permission.

11. Confidentiality

Each party will keep the other's non-public information confidential, use it only for this agreement, and protect it with reasonable care. This doesn't cover information that is public through no fault of the recipient, already known to it, independently developed, or received lawfully from someone else, or disclosure required by law (with prompt notice where lawful).

12. Warranties and disclaimers

12.1 Each party warrants that it has authority to enter into these Terms. We warrant that we will provide the Service with reasonable skill and care and in line with the DPA.

12.2 Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and, to the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We are not responsible for decisions you make using information in the Service, for payment outcomes in Square, or for messages you instruct us to send.

13. Liability

13.1 Excluded losses. Neither party is liable to the other for indirect, special, incidental, consequential or punitive damages, or for loss of profit, revenue, goodwill or data (other than our obligation to restore Store Data from our backups where we caused its loss), however caused, even if advised of the possibility.

13.2 Cap. Each party's total liability arising out of or relating to these Terms in any 12-month period is limited to the greater of (a) the fees you paid for the Service in the 12 months before the event giving rise to the claim, and (b) US$500.

13.3 Exceptions. The exclusion and cap don't apply to: your payment obligations; either party's indemnity obligations under section 14; a party's fraud, gross negligence or wilful misconduct; or liability that cannot be limited by law.

14. Indemnities

14.1 By you. You will defend and indemnify us against third-party claims, fines and reasonable costs arising from: (a) messages sent at your instruction without the recipient's valid consent, or consent you recorded falsely; (b) your breach of the AUP or of laws that apply to your business; or (c) Store Data you had no right to give us.

14.2 By us. We will defend and indemnify you against third-party claims that the Service, as we provide it, infringes that third party's intellectual property rights, and pay damages finally awarded. If such a claim arises, we may modify the Service, obtain a licence, or end the affected part and refund prepaid fees for it. This doesn't apply to claims caused by Store Data, your modifications, or combinations with things we didn't provide.

14.3 Process. The party seeking indemnity must notify the other promptly, let it control the defence and settlement (no settlement admitting fault without consent), and cooperate reasonably.

15. Disputes, governing law and venue

15.1 Talk first. If a dispute arises, either party may notify the other, and both will try in good faith to resolve it for 30 days before starting formal proceedings.

15.2 Governing law. These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

15.3 Arbitration. Any dispute not resolved under 15.1 will be finally resolved by arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA) for international arbitrations, by a single arbitrator, in English. The seat is Johannesburg, South Africa, and hearings may be held by video. The award is final and may be enforced in any court with jurisdiction. Either party may seek urgent interim relief from a competent court.

15.4 Small claims. Either party may instead bring a claim within the jurisdiction of a small claims court where the defendant is located.

16. General

16.1 Changes to these Terms. We may update these Terms. For material changes we give at least 30 days' notice by email to the Store's owners and in the app; the change applies from your next billing period after the notice. If you don't agree, you may cancel before it applies. Minor changes (clarity, new features, legal requirements) apply when posted.

16.2 Notices. We send notices by email to the Store's owner addresses and in the app. You send notices to support@agnosticai.co.za. Email notices are received when sent, unless a delivery failure notice is returned.

16.3 Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of the Service, provided the successor takes on our obligations, including the DPA; we'll tell you beforehand and you may cancel and have your data deleted.

16.4 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations).

16.5 Entire agreement; order of precedence. These Terms and the documents they incorporate are the whole agreement about the Service. If documents conflict: a signed written agreement, then the DPA (for personal information), then these Terms, then the other policies.

16.6 Other. If any part is unenforceable, the rest stays in force. A failure to enforce a right is not a waiver. The parties are independent contractors. Nobody else has rights under these Terms. Sections that by their nature should survive (including 6, 8.2, 10–15 and 16) survive termination.

16.7 Electronic agreement. These Terms are concluded electronically; acceptance by clicking or using the Service is a valid signature (Electronic Communications and Transactions Act 25 of 2002).

17. Who we are (ECTA section 43)