Which regulatory agencies enforce this type of clause?

{'agency': 'FTC', 'reason': 'The FTC may investigate whether this liability cap, combined with mandatory arbitration, constitutes an unfair practice under FTC Act Section 5 that deprives merchants of meaningful recourse for platform-caused losses.', 'complaint_url': 'https://reportfraud.ftc.gov/'}

What is the severity of this clause?

ConductAtlas classifies this Liability Cap — 12 Months of Fees clause as high severity. Severity reflects the magnitude of rights affected, the breadth of users impacted, and the degree of discretion the platform retains.

Liability Cap — 12 Months of Fees — Shopify

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What it is

No matter what goes wrong — including if Shopify's platform loses all your sales data or wrongly shuts your store — Shopify will never pay you more than what you paid them in the past 12 months.

Consumer impact (what this means for users)

This cap means that merchants with high-revenue stores have effectively no proportional financial protection from Shopify platform failures; a $1 million/year revenue merchant paying $300/month in Shopify fees is limited to $3,600 in total damages against Shopify regardless of actual harm.

How other platforms handle this

MetaMask Medium

If your use of an Offering does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Offering, those fees will be charged as described on the Site or in the user interface of the Offering. Such fees may be calculated by combining a fee char...

PayPal Medium

When you make a payment using your PayPal account in a currency you have not selected as a preferred currency, or the payment requires a currency conversion, PayPal will use a transaction exchange rate. The transaction exchange rate is adjusted regularly and includes a currency conversion spread app...

LinkedIn Medium

If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date.

See all platforms with this clause type →

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Why it matters (compliance & risk perspective)

A merchant paying $79/month on a Basic plan is limited to $948 in recoverable damages from Shopify, even if a platform outage or wrongful termination costs their business tens of thousands of dollars in lost sales and customer data.

View original clause language

In no event shall Shopify, our directors, officers, employees, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. Shopify's total liability to you for any damages shall not exceed the fees paid by you to Shopify in the 12 months prior to the claim.

Institutional analysis (Compliance & legal intelligence)

(1) REGULATORY FRAMEWORK: Implicates EU Unfair Contract Terms Directive (93/13/EEC) and national implementing legislation, which may render disproportionate liability caps unenforceable where they create significant imbalance to the detriment of non-negotiating parties (business users); EU P2B Regulation (2019/1150) transparency requirements regarding material conditions for platform use including liability; UK Consumer Rights Act 2015 and Unfair Contract Terms Act 1977 (UCTA) for business-to-business contracts where one party uses standard terms; UCC Article 2 limitations on consequential damages waivers in commercial contracts under applicable US state law. (2)

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Applicable agencies

FTC

The FTC may investigate whether this liability cap, combined with mandatory arbitration, constitutes an unfair practice under FTC Act Section 5 that deprives merchants of meaningful recourse for platform-caused losses.
File a complaint →

Applicable regulations

DMA

European Union

Provision details

Document information

Document

Shopify Terms of Service

Entity

Shopify

Document last updated

March 24, 2026

Tracking information

First tracked

March 15, 2026

Last verified

April 10, 2026

Record ID

CA-P-002643

Document ID

CA-D-00123

Evidence Provenance

Source URL

https://www.shopify.com/legal/terms

Wayback Machine

View archived versions →

SHA-256

bf64ee5e09c1e154f1f5b1798103d1de0fe8acbc8391414ae7c4b440b513a4fa

Verified

✓ Snapshot stored ✓ Change verified

How to Cite

ConductAtlas Policy Archive
Entity: Shopify | Document: Shopify Terms of Service | Record: CA-P-002643
Captured: 2026-03-15 11:53:56 UTC | SHA-256: bf64ee5e09c1e154…
URL: https://conductatlas.com/platform/shopify/shopify-terms-of-service/liability-cap-12-months-of-fees/
Accessed: April 28, 2026

Classification

Severity

High

Liability Cap — 12 Months of Fees