Terms of Service
We provide a suite of online tools and resources that allows you to set up an online store to sell your goods or services. Via our platform, you can manage your shop’s design, layout, inventory, customers, process orders and manage other services relating to your online business.
The following are the terms and conditions for use of the Services, along with any amendments to them and any operating rules or policies that we may publish from time to time.
We are Stor Commerce. In these terms,
refers to the Merchant who subscribes to our Services.
You agree that you have read, understood, and have the capacity and authority to accept, agree to, and be bound by these terms.
- The definitions and rules of interpretation in this clause apply in this agreement.
Acceptable Use Policy:
the policy applying to your use of our website, the Platform and the Services (as amended from time to time):
Acceptable Use Policy
: the contract between you and us for the supply of Services in accordance with:
- these terms;
- your registration on the Platform; and
- any operating rules or policies that we may publish from time to time.
- Applicable Data Protection Laws: means:
- To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
- To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which you or we are subject, which relates to the protection of personal data.
- In relation to you and your obligations under this agreement, the personal data or privacy laws of the jurisdiction in which you are resident or to which you are otherwise subject (where this is neither the United Kingdom nor the European Union).
Assigned Intellectual Property Rights
: has the meaning set out in clause
- Authorised Users: those employees, agents and independent contractors of yours who are authorised by you to use the Services and the Documentation, as further described in clause 2.11.
- Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 14.5 or clause 14.6.
- Content Standards: the standards set out in the relevant section of the Acceptable Use Policy.
- Deliverables: in relation to the “Pro” Price Plan, any output of the Services to be provided by us to you as specified in the Order Confirmation.
- Documentation: the documents and/or webpages made available to you by us on the Platform which sets out a description of the Services and the user instructions and support information for the
- Effective Date: the date on which you subscribe to the Services.
: the General Data Protection Regulation ((EU) 2016/679).
- Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either you or an Authorised User (but not us) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
- Inappropriate Content: any Merchant Branding, Merchant Content, or Merchant Data that does not comply with the Content Standards or the restrictions set out in clause 2.12.
- Initial Subscription Term: where you choose an annual plan, the period of 12-months, beginning on the Effective Date.
- Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, all other rights in the nature of copyright, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- Loyalty Scheme Rules: the rules applying to your implementation of StorLoyalty that must be communicated to your customers in order to comply with Your Applicable Laws and the terms of this agreement (we may, from time to time, make available to you sample rules for you to adapt, subject to clause 5.13).
- Merchant: the company, person or firm (or other legal entity) who purchases Services from us.
- Merchant Branding: your branding elements that are added by you to the Shop, including (but not limited to) your name, trading name, trade name(s), trade marks and service marks.
- Merchant Content: any text, graphics, images, audio, video, data compilations or other information or materials (regardless of media or format) provided by you for use by us in relation to the Services or uploaded by you to the Shop, including (without limitation) in relation to the goods or services offered by you for sale via the Services.
- Merchant Data: the data inputted by you, Authorised Users, your customers, or us on your behalf for the purpose of using the Services or in connection with your use of the Services.
- Merchant Personal Data: any personal data which we process in connection with this agreement, in the capacity of a processor on your behalf, as referred to in Schedule 1.
- Normal Business Hours: 9.00 am to 7.00 pm local UK time, each Business Day.
- Notice Period: one month, such notice to expire on an anniversary of the Effective Date.
- Order Confirmation: in relation to the “Pro” Price Plan, the confirmation (agreed between you and us) specifying the Deliverables, the Subscription Fees, Other Fees and the SLA.
: the rates charged for payment card transactions and other charges specified in the Price Plan (or,
Our Applicable Laws
- The laws of England.
- To the extent the UK GDPR applies, the laws of the United Kingdom or of a part of the United Kingdom.
- To the extent EU GDPR applies, the laws of the European Union or any member state of the European Union.
- where you chose an annual plan, payment of the full amount is due on the Effective Date and each anniversary thereafter;
- where you chose a monthly plan, payment of the monthly payment is due on the Effective Date and monthly thereafter.
: the platform at
, including the Shop.
: the points awarded by you to your customers as rewards and incentives via StorLoyalty (if available on your Price Plan and activated by you), which can be redeemed by your customers within your Shop.
- Price Plan: the price plan purchased by you pursuant to clause 11.1 which entitles you and Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
: the purposes for which the Merchant Personal Data is processed, as set out in
- Services: the subscription services provided by us to you under this agreement via the Platform and the Shop (as branded by application of the Merchant Branding), as more particularly described in the Documentation, comprising a collection of tools and resources to operate and manage an online store, process orders and sell goods and/or services online. In addition, the Services may include migration services relating to your use of the tools and resources provided by the Platform.
the e-commerce store provided by us to you via the Platform and accessible via your pre-existing domain name or a domain name provided to you by us as part of the Services.
the service level agreement included or referred to in the Order Confirmation.
- Software: the online software applications provided by us as part of the Services.
Core Cloud Group Ltd registered in England and Wales with company number 12789314 whose registered office is at
1 Royal Exchange, Royal Exchange Avenue, London, England, EC3V 3DG
- Stor Personal Data: any personal data which we process
in connection with this agreement,
in the capacity of a controller.
- Subscription Fees: the subscription fees payable by you to use for the Price Plan, as specified on the Platform and during the subscription process (or, where you chose the “Pro” Price Plan, as specified in the Order Confirmation).
- Subscription Term: the term of this agreement.
- UK GDPR: has the meaning given to it in the Data Protection Act 2018.
- Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
- Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term
shall be construed accordingly.
- Website Terms and Conditions:
the website terms and conditions applying to your use of our website, the Platform and the Services (as amended from time to time):
Your Applicable Laws
- The laws of England and the laws of the United States, European Union or member state of the European Union that may apply to you based on where you are domiciled or perform your operations, and any other applicable laws or regulations that apply to you or your operation (including those applying in other jurisdictions where you offer goods or services through your Shop, such as, but not limited to, consumer protection laws).
- To the extent the UK GDPR applies, the laws of the United Kingdom or of a part of the United Kingdom.
- To the extent EU GDPR applies, the laws of the European Union or any member state of the European Union.
- Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
- A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
- A reference to writing or written includes e-mail.
- References to clauses are to the clauses of this agreement.
Registration, Price Plan and use of the Services
When registering for the Services:
- you (and each Authorised User) must be at least 18 years old and have attained the age of majority in the jurisdiction where you (and they) reside and from which you (and they) use the Services;
- you must provide us with your (and each Authorised User’s) full legal name, business address, telephone number, email address and any other information requested by the registration process;
- you warrant that you are the owner (or the duly authorised representative) of the business that your registration for the Services relates to; and
- you warrant that, if you are registering for the Services on behalf of your employer, you have been instructed by your employer to do so, you are registering using an email address provided to you by your employer, and that you have authority to agree to the terms of this agreement on behalf of your employer and to bind your employer to this agreement.
- By registering for the Services and purchasing a Price Plan, you confirm acceptance of this agreement and the Other Terms, which also apply to your use of the Services.
You agree to:
- provide true, complete, accurate and up-to-date information, as requested during the registration process;
update your registration information, as required, to ensure that it is kept up-to-date (either via your account or by contacting our support team by email to
or via live chat);
- keep your (and procure that your Authorised Users keep their) login details confidential and to contact us immediately if you know or suspect the secrecy of your (or your Authorised Users’) login details to have been compromised (and until such time as you do so, you shall be responsible for all use of your account).
- We reserve the right (in our sole discretion) to refuse any registration and shall not be required to provide an explanation for doing so.
In the event of a dispute regarding your entitlement to register for, or to use, the Services in relation to the business to which you or your Shop purports to relate, we reserve the right (in our sole discretion and without prejudice to our other rights) to:
- request that you provide such evidence as we may require in relation to your identity, business ownership or employment, including (but not limited to) a digital copy of your passport or other government-issued photo ID, company or business registration documents, and/or confirmation of your employment by the business to which your Shop purports to relate; and
suspend or terminate the Services if:
- we know or suspect you not to be (or not to be authorised by) the owner of the business to which your Shop purports to relate; or
- you fail to provide (either at all or to our satisfaction) any of the information that we request you to provide under clause 2.5(a).
- Subject to you purchasing a Price Plan and paying the Subscription Fees and Other Fees in accordance with clause 11.1, the restrictions set out in this clause 2, the other terms and conditions of this agreement, and the Other Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and the Documentation (and, where you choose the “Pro” Price Plan, the Deliverables) in, and in relation to, your business, during the Subscription Term.
You may use our trade name, trade marks, and service marks in relation to the Services (Stor Marks) in your advertising and promotional materials (Promotional Materials) in conjunction with your use of the Services, provided that you first submit a copy of such Promotional Materials to us for review and obtain our prior written consent.
Our prior consent to your use of the Stor Marks is not required where your use of the Stor Marks is limited to their inclusion in:
- a list of services via which your goods or services are available; or
- such of your policies or terms as are required by Your Applicable Laws.
- You shall not bid on or purchase search engine or other “pay-per-click” keywords that use the Stor Marks or “Stor” or any similar name, mark or other identifier used by us, or any misspellings or altered versions thereof.
Where you chose the “Pro” Pricing Plan:
- we will supply or perform the Deliverables in accordance with the Order Confirmation in all material respects, provided that we shall the right to amend them if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Deliverables;
- we will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and time for performance by us shall not be of the essence of this agreement;
- you shall notify us of any failure of a Deliverable to confirm to the Order Specification within seven days of receipt of such Deliverable (and, in the absence of such notification, the Deliverable shall be deemed to have been accepted by you; and
- if you notify us of the non-conformity of a Deliverable in accordance with sub-clause (c) above, our sole obligation (and your sole remedy) shall be for us to re-perform the Deliverable in accordance with the Order Confirmation. You acknowledge and agree that any change in your requirement for the Deliverable shall not constitute a non-conformity and that re-performing a Deliverable in respect of such a change shall be subject to an additional charge.
In relation to the Authorised Users, you undertake that:
- the maximum number of Authorised Users that you authorise to access and use the Services and the Documentation shall not exceed the number permitted by the Price Plan you have purchased;
- you will not allow or suffer the sharing of any Authorised User account; and
- each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential.
You shall not (and shall procure that Authorised Users do not) access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
- is, includes, or constitutes Inappropriate Content;
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your access to, or to remove, any material that breaches the provisions of this clause.
- You agree to provide on your Shop: public-facing contact information; a refund policy; order fulfilment timescale information; and such other information as Your Applicable Laws may require, and acknowledge that it is your sole responsibility to do so.
You acknowledge and agree that:
- the Platform is not a marketplace and that any contract of sale made through the Platform is a contract between you and your customer, in respect of which you are the seller; and
- we are not the seller of any goods or services made available through your Shop and shall accordingly have no liability or responsibility for your Shop or the goods or services sold through it.
You acknowledge and agree that you are solely responsible for the goods or services that you sell (or offer for sale) through your Shop, including, without limitation:
- their description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, and offers or promotional content) and
- compliance with Your Applicable Laws.
You are responsible for:
- the creation of your Shop, maintenance of your Shop, your Merchant Branding, your Merchant Content, the goods and/or services that you market and sell through your Shop, and all aspects of your contracts and relationships with your customers, whether in respect of the goods and/or services sold to them through your Shop or otherwise (including, without limitation, customer service, authorising charges in respect of customers’ purchases, authorising and making refunds, order fulfilment, returns and cancellations, fraudulent transactions, legal disclosures, and regulatory compliance.
- complying with Your Applicable Laws in relation to the Shop, your use of the Services, the goods or services that you sell (or offer for sale) through your Shop, and your contracts and dealings with your customers;
- complying with the terms of this agreement and the Other Terms; and
- for all use of your account by Authorised Users (and, for the avoidance of doubt, you shall be liable for their actions or omissions as if they were your actions or omissions).
You shall not (and shall procure that Authorised Users do not) use the Services:
- for any illegal or unauthorised purpose or in any way that breaches Your Applicable Laws;
- in any way that breaches the terms of this agreement or the Other Terms.
You shall not:
except as may be allowed by Your Applicable Laws which is incapable of exclusion by agreement between you and us and except to the extent expressly permitted under this agreement:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
- use the Services and/or Documentation to provide services to third parties; or
- subject to clause 25.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
- introduce or permit the introduction of, any Virus or Vulnerability into our network and information systems.
- You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
- The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours.
Changing Price Plan
You may change your Price Plan to a different Price Plan either via your account or by contacting our support team by email to
or via live chat.
Your current Price Plan will change to your new Price Plan:
- where you are on an annual plan, with effect from the next anniversary of the Effective Date;
- where you are on a monthly plan, with effect from the next monthly payment date.
- If your new Price Plan is an annual plan, you will be charged in advance for full year when your new Price Plan takes effect.
- If you are on an annual plan and downgrade your plan, you will only be entitled to a refund if previously agreed with us.
- We shall, during the Subscription Term, provide the Services and make available the Documentation to you on and subject to the terms of this agreement.
We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 10.00 pm to 6.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours' notice in advance.
- We will, as part of the Services provide you with our standard customer support services during Normal Business Hours on a fair usage basis, which means an amount of support that is fair to us and to other users. Where your support requirements go beyond this, we reserve the right to make additional charges for support, which we will tell you about in advance.
- If included in the relevant Price Plan, we shall use commercially reasonable endeavours to provide the Services in accordance with the SLA. We may amend the SLA in our sole and absolute discretion from time to time.
Whilst we may, from time to time, make available sample legal documents, terms and conditions and policies (Sample Templates) for adaptation and use by you in relation to the Shop, you acknowledge and agree that it is your sole responsibility to review and adapt such Sample Templates to reflect your own requirements and legal obligations or to replace them with your own legal documents, terms or policies (obtaining at your own cost and expense such independent legal advice in relation to them as may be required) and that we shall have no liability to you whatsoever in respect of your use of such Sample Templates.
Payment processing services provided by Trust Payments are subject to Trust Payments’ terms of service for payment processing services (collectively referred to in this clause as the
Trust Payments Services Agreement).
- agree to provide accurate and complete information about you and your business to us;
- authorise us to share with Trust Payments such information and any transaction information related to your use of the payment processing services provided by Trust Payments; and
- agree to enter into, and be bound by the terms of, the Trust Payments Services Agreement, and to be subject to, and comply with, the relevant policies of Trust Payments.
Payment processing services provided by Stripe are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively referred to in this clause as the
Stripe Services Agreement).
- agree to provide accurate and complete information about you and your business to us;
- authorise us to share with Stripe such information and any transaction information related to your use of the payment processing services provided by Stripe; and
- agree to enter into, and be bound by the terms of, the Stripe Services Agreement, and to be subject to, and comply with, the relevant policies of Stripe.
Payment processing services provided by PayPal are subject to the PayPal Commercial Entity Agreement and Acceptable Use Policy (collectively referred to in this clause as the
PayPal Services Agreement).
- agree to provide accurate and complete information about you and your business to us;
- authorise us to share with PayPal such information and any transaction information related to your use of the payment processing services provided by PayPal and
- agree to enter into, and be bound by the terms of, the PayPal Services agreement, and to be subject to, and comply with, the relevant policies of PayPal.
Domain names and SSL certificates
Domain names: Name.com
SSL certificates: Lets Encrypt
Where the Services include the provision of a free domain name or SSL certificate:
- the domain name will be provided as a “.co.uk” or “.com” variety (unless specifically discussed and agreed otherwise between you and us);
- the SSL certificate will be at least an SHA-256 Bit SSL certificate.
- We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
- The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.
do not warrant that:
- your use of the Services will be uninterrupted or error-free; or
- that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; or
- the Software or the Services will be free from Vulnerabilities or Viruses; or
- the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements;
- are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- This agreement shall not prevent us from entering into similar agreements with third parties (including your competitors), or from independently developing, using, selling or licensing documentation, other products and/or services which are similar to those provided under this agreement. Additionally, our employees, contractors and other personnel may operate their own shops on our Platform which may compete with you.
- We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
- In the event of any loss or damage to Merchant Data, your and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Merchant Data from the latest back-up of such Merchant Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Merchant Data caused by any third party (except those third parties sub-contracted by us to perform services related to Merchant Data maintenance and back-up for which we shall remain fully liable.
provide us with:
- all necessary co-operation in relation to this agreement; and
- all such information as we may require,
in order to provide the Services;
- without affecting your other obligations under this agreement, comply with all Your Applicable Laws with respect to your activities under this agreement (including but not limited to obtaining and complying with the requirements of any licence or permit that may be necessary to operate your Shop or that you may otherwise hold or be required to have);
- comply with all the operating rules and policies published on the Platform by us from time to time;
- carry out all your other responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as is agreed between you and us, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this agreement, including without limitation the Services;
- ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
- be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
- You shall own all right, title and interest in and to all of the Merchant Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Merchant Data.
Charges and payment
- You shall pay to us the Subscription Fees for the Price Plan and the Other Fees in accordance with this clause 11 and the Payment Terms.
- Subscription Fees are payable only by credit card or debit card or by PayPal. Credit card and debit card details must only be provided through our subscription feature on the Platform or via telephone to a Stor customer support representative, and must not be sent via email, chat or any other written method of communication (whether electronic or otherwise) as such methods are not secure.
- Other Fees are deducted from the payments due to you.
If we have not received payment by the due date, and without prejudice to any other rights and remedies of ours:
- we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid (provided always that you shall remain liable to pay the Subscription Fees and Other Fees throughout any such period of suspension); and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
- shall be payable in pounds sterling (£GBP);
- are, subject to clause 16.3(b), non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate;
- shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
We shall be entitled to increase the Subscription Fees and Other Fees as follows:
- where you chose an annual plan, with effect from each anniversary of the Effective Date upon 30 days' prior notice to you;
- where you chose a monthly plan, on the next monthly payment following 30 days’ prior notice to you,
and the agreement shall be deemed to have been amended accordingly.
- Additionally, we shall be entitled to vary the Other Fees at any time to take account of changes to card fees made by Trust Payments, Stripe, PayPal or any other payment processor, by giving you prior notice.
In the event that you have any questions or complaints about the Services, full details should be sent by email to
- You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
- Without prejudice to the generality of clause 13.1, you acknowledge and agree that we will own all Intellectual Property Rights in any Additional Features, and that such Additional Features may be incorporated into the Services and Platform for use by our other customers.
To the extent that they do not automatically vest in us, you (by way of present assignment of future rights where appropriate) hereby assign to us absolutely with full title guarantee all your right, title and interest in and to the Intellectual Property Rights in the Additional Features (Assigned Intellectual Property Rights), including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Intellectual Property Rights whether occurring before, on, or after the date of this agreement.
We acknowledge and agree that you and/or your licensors own all Intellectual Property Rights in the Merchant Branding and the Merchant Content. You grant us on a non-exclusive basis:
- such rights in relation to the Merchant Branding and the Merchant Content as are required by us to provide the Services; and
the right to use the Merchant Branding:
- on the Platform;
- on the Shop;
- on our websites;
- in printed and online advertising, publicity, directories, newsletters, and updates describing our business and/or the Services; and
- any other reasonable purpose that is ancillary or analogous to the foregoing;
- the right to include on the bottom of the Shop a text hyperlink to our website (limited in length to seven words and using a colour, font and font size that we consider to be consistent with the Shop’s design and theme).
- We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
You and we may each be given access to each other’s Confidential Information in order to perform your and our obligations under this agreement. Your and our Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the receiving party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- is independently developed by the receiving party, which independent development can be shown by written evidence.
- Subject to clause 14.4, you and we shall each hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
- You and we shall each take all reasonable steps to ensure that the other's Confidential Information to which you or we have access is not disclosed or distributed by your or our employees or agents in violation of the terms of this agreement.
- You and we may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, you or we give the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.4, you or we take into account the reasonable requests of the other party in relation to the content of such disclosure.
- You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
- We acknowledge that the Merchant Data is your Confidential Information.
- Neither you nor we shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
- The above provisions of this clause 14 shall survive termination of this agreement, however arising.
Without prejudice to our obligation to perform our obligations in accordance with the terms of this agreement, you shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:
- your use of the Services, Deliverables and/or Documentation;
- any claim that our use of the Merchant Branding and/or Merchant Content infringes the Intellectual Property Rights of any third party;
- any claim that the goods or services offered for sale by you via the Services infringes the Intellectual Property Rights of any third party;
- (to the extent that they follow your requirements or include any Merchant Branding, Merchant Content or other materials provided by you) any claim that the Deliverables infringe the Intellectual Property Rights of any third party;
- any claim that the Merchant Branding, Merchant Content, Merchant Data, or goods or services offered for sale by you via the Services, constitutes Inappropriate Content;
- any claim related to goods or services offered for sale by you, or sold by you to third parties, via the Services;
- any breach by you of Your Applicable Laws;
- any breach of clause 2.12 or clause 2.18(f) in relation to Viruses and Vulnerabilities; or
- any breach of your obligations under clause 5 in relation to StorLoyalty.
In relation to the indemnity set out in clause 15.1 (but not as a precondition to it), we shall:
- give you notice of any such claim as soon as is reasonably practicable;
- provide you with reasonable cooperation in the defence and settlement of such claim, at your expense; and
- give you sole authority to defend or settle the claim.
- The above provisions of this clause 15 shall survive termination of this agreement, however arising.
Limitation of liability
Except as expressly and specifically provided in this agreement:
- you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Our Applicable Laws, excluded from this agreement; and
- the Services and the Documentation are provided to you on an "as is" basis.
Nothing in this agreement excludes our liability:
- for death or personal injury caused by our negligence; or
- for fraud or fraudulent misrepresentation.
Subject to clause 16.1 and clause 16.2:
- we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.
- The above provisions of this clause 16 shall survive termination of this agreement, however arising.
- Where you chose an annual plan, this agreement shall, unless otherwise terminated as provided in clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term and thereafter unless terminated by either you or us giving to the other notice of termination at least equal to the Notice Period.
Where you chose a monthly plan, this agreement shall, unless otherwise terminated as provided in clause 18, commence on the Effective Date and shall continue for successive periods of one month unless terminated by either you or us giving to the other notice of termination, in which event the agreement will terminate at the end of the then current subscription month. To avoid being charged for an additional month, you must give notice of termination to us on or before the last day of the current subscription month (this can be done by contacting our support team by live chat, telephone or by email to [email protected].
Suspension and termination
Without affecting any other right or remedy available to us, we may suspend the Services, without prior notice to you, if:
we determine (in our sole discretion) that:
- such action is necessary to safeguard our interests, the Services, your interests, or the interests of any third party (including, without limitation, your customers);
- the Merchant Branding, Merchant Content, or Merchant Data constitutes Inappropriate Content; or
- your use of the Services contravenes (in letter or in spirit) the Acceptable Use Policy;
- you breach any term of this agreement;
- required to do so by any law enforcement agency, governmental or regulatory body or authority, court, or other body with competent jurisdiction,
provided always that you shall remain liable to pay the Subscription Fees and Other Fees throughout any such period of suspension.
Without affecting any other right or remedy available to you or us, you or we may terminate this agreement with immediate effect by giving written notice to the other party if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
- the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
- the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- the other party (being an individual) is the subject of a bankruptcy petition, application or order;
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 18.2(c) to clause 14.2(j) (inclusive);
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
Without affecting any other right or remedy available to us, we may terminate this agreement with immediate effect by giving written notice to you if (in our sole discretion) we determine that:
- the Merchant Branding, Merchant Content, or Merchant Data constitutes Inappropriate Content; or
- your use of the Services contravenes (in letter or in spirit) the Acceptable Use Policy.
On termination of this agreement for any reason:
- all licences granted by us under this agreement shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;
- you and we shall each return and make no further use of any Documentation and other items (and all copies of them) belonging to the other party;
- we may (without notice to you) immediately and irretrievably destroy or otherwise dispose of the Merchant Branding, Merchant Content, Merchant Data, Merchant Personal Data, and any other data or materials held on the Platform or otherwise in our possession, except that you may export relevant data in the formats offered by the Platform during the period of seven days from the effective date of the termination of this agreement;
- any rights, remedies, obligations or liabilities of your or ours that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination, shall not be affected or prejudiced; and
- any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement (including clause 7.10(a)(iii), clause 14, clause 15, and clause 16) shall remain in full force and effect.
On termination of this agreement by:
- us pursuant to clause 6.4, clause 18.2 or clause 18.3; or
- you pursuant to clause 17.1 or clause 17.2; or
- you or us pursuant to clause 19.2,
you shall not be entitled to any refund of the Subscription Fees or the Other Fees.
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network or internet service provider, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event), provided that you are notified of such an event and its expected duration.
- If a Force Majeure Event prevents us from providing the Services for a continuous period of more than four weeks, either you or we may terminate this agreement by giving written notice to the other party.
- We may make changes to the terms of this agreement (including changes that materially adversely affect your use of the Platform) at any time and with immediate effect by notifying you of such changes by any reasonable means, including by posting revised terms on the Platform, where necessary for legal or regulatory reasons, to prevent fraud or abuse, for security reasons, or to restrict goods, services or activities that are unlawful, unsafe, inappropriate or offensive.
- We may make other changes to the terms of this agreement from time to time by notifying you of such changes by any reasonable means (before they take effect), including by posting revised terms on the Platform (provided that, for material changes not falling within clause 20.1, we will seek to supplement such notice by email, by a message delivered within the Platform, or by other means).
- Any changes to the terms of this agreement will not apply to any dispute between you and us arising prior to the date on which we posted the revised terms incorporating such changes or otherwise notified you of such changes. Your use of the Platform following any changes to the terms of this agreement will constitute your acceptance of such changes.
- If you do not wish to continue using the Platform under the updated terms of this agreement and the change is materially detrimental to you (but not where the change is made under clause 20.1), you may terminate your account by contacting us.
No failure or delay by you or us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
- If any provision or part-provision of this agreement is deemed deleted under clause 23.1 you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- This agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
- You and we each acknowledge that in entering into this agreement you and we do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
- You and we each agree that you and we shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Nothing in this clause shall limit or exclude any liability for fraud.
- You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
- We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement.
- No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between you and us, or authorise either you or us to act as agent for the other, and neither you or us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than you and us and, where applicable, your and our successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address, being (in the case of notices sent to us) [email protected] and (in the case of notices sent to you) the email address used to register for the Services.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
- Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
You and we each irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
to the extent necessary to provide the Services.
storage of personal data.
Purpose of processing:
provision of the Services
Duration of the processing:
whilst an Authorised User is registered to use the Services and for such period thereafter as is required by law.
Types of Personal Data:
Name, user name and email address of Authorised Users; name, user name, email address, geographic address, delivery address of customers of the Merchant, IP Address, orders and history thereof, Platform related information such as loyalty points, credits;
Categories of Data Subject:
Employees and other staff of the Merchant; customers of the Merchant;