Terms & Conditions

In these terms:

• "Operator", "we", "us" means J J Cunningham, sole trader, registered in Scotland at 25A Fa'side Avenue South, Wallyford, EH21 8AN, trading as shoppa.uk.
• "Platform" means the software-as-a-service product made available at shoppa.uk and at the subdomains and (where applicable) custom domains it serves.
• "Vendor" means an independent UK seller who has signed up to the Platform, operates a Storefront on it, and sells goods to Customers using their own connected Stripe account.
• "Storefront" means a Vendor's online shop hosted on the Platform — typically at {vendor-slug}.shoppa.uk or, on the Pro tier, a Vendor-owned custom domain. Each Storefront is branded with the Vendor's name and managed by that Vendor.
• "Customer", "you", "your" means an end-consumer who places an order through a Vendor's Storefront.
• "Stripe" means Stripe Payments Europe, Limited, the payment processor used by Vendors to collect payment from Customers.
• "Subscription" means a Vendor's monthly or annual subscription to the Platform.

This is the most important clause in this document. The Operator is a software provider. The Operator is not a seller, marketplace, agent, broker or merchant of record for any goods sold through any Vendor's Storefront.

Specifically, the Operator does not:

• List, sell, advertise, ship, deliver, refund, exchange or warrant any physical or digital goods.
• Receive, hold, custody, transfer, escrow or otherwise touch Customer funds. Customer payments are processed by the Vendor's own connected Stripe account and are credited directly to that account.
• Set the prices, descriptions, availability, shipping methods, refund policy, returns policy or terms of sale of any goods offered on a Storefront. Each Vendor sets all of those.
• Authorise, confirm, package, dispatch or track the delivery of any individual order. Order fulfilment is undertaken by the Vendor (or the Vendor's chosen suppliers).
• Act as the supplier, importer of record, or party of record for VAT or any other tax in respect of goods sold by Vendors.

The Operator's product is the software that Vendors use to run their Storefronts. The Operator's contractual relationship is with the Vendor (under their Subscription) and, to the limited extent set out in Part B below, with the Customer in respect of basic site availability, account features and the Customer's use of the Platform's software interfaces.

Under HMRC guidance (VAT Notice 700/12, s5A VATA 1994 and related), an "Online Marketplace" or "OMP" is a person who controls a platform that facilitates the sale of goods to consumers and which (broadly) sets the terms of sale, authorises payment, or authorises delivery of the goods. For the avoidance of doubt:

• The Operator does not set the terms of sale. Each Vendor sets their own prices, descriptions, refund policy, shipping terms and customer service terms on their own Storefront and in the Vendor's own published terms (where the Vendor publishes them).
• The Operator does not authorise the customer's payment. The Customer's payment is authorised by the Customer through the Vendor's own connected Stripe account. The Operator's software passes the payment intent to Stripe with the Vendor's keys; the Operator has no authority to capture, refund, reverse or release the funds.
• The Operator does not authorise delivery. The Operator does not hold inventory and does not instruct any carrier or supplier on the Vendor's behalf. The Vendor (or their chosen supplier) decides when to ship and which carrier to use.

On that footing, the Operator is not an OMP for the goods sold on Vendors' Storefronts and is not the deemed supplier for VAT purposes under the OMP rules. Each Vendor is responsible for their own VAT registration, charging, accounting and reporting, including (where applicable) the rules for goods imported into the United Kingdom in consignments not exceeding £135.

Vendors warrant they will comply with all applicable VAT and tax obligations and indemnify the Operator against any tax liability the Operator might incur as a result of a Vendor's sales (see section 14).

When a Customer places an order on a Storefront, the contract for the supply of goods is formed exclusively between the Customer and the Vendor. The Operator is not a party to that contract.

Each Vendor is required, as a condition of their Subscription (see section 13), to display on their Storefront — at minimum at checkout and on the order confirmation — their full legal trading name and a UK geographical address at which they can be contacted, in compliance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("CCRs 2013"). If you cannot find this information on the Vendor's Storefront, you may contact us at [email protected] and we will assist.

Customer-protection statutory rights — including the Consumer Rights Act 2015 and the CCRs 2013 — apply between the Customer and the Vendor as the seller. None of these terms affect those rights.

If you create an account on a Vendor's Storefront, that account exists only on that Storefront. We do not link or share account credentials between Vendors. The same email address may exist as a separate account on multiple Storefronts; each is independent.

You agree to keep your password confidential and to notify the relevant Vendor (or, in the case of suspected platform-level abuse, the Operator at [email protected]) of any unauthorised access to your account.

Payments on Vendors' Storefronts are processed by Stripe. Your contract with Stripe (the Stripe Consumer Terms ) governs the payment instrument used. The funds are credited to the Vendor's own Stripe account directly. The Operator does not receive, hold, transfer or refund the funds at any point.

6.1 Refunds, returns and customer service are the Vendor's

If you need a refund, a return, a replacement, a tracking update, an exchange or any other order-related action, you must contact the Vendor. The Vendor's contact details are on their Storefront and on your order confirmation, and the platform provides an order-message thread between you and the Vendor for that purpose. The Vendor handles complaints about their own orders in full. The Operator cannot and will not issue a refund, intervene in a return, accept a complaint about a specific order, mediate a dispute between you and the Vendor, or compel the Vendor to take any particular action — the Operator never received the money in the first place and is not a party to your contract with the Vendor.

6.2 If the Vendor is unresponsive: chargeback

If you have made a reasonable attempt to contact the Vendor and have not received a satisfactory response, your recourse is to raise a chargeback or dispute with your card issuer (your bank, credit-card provider or equivalent). Card-issuer chargeback procedures, time limits and the burden of evidence are set by your card network (Visa, Mastercard, American Express) and your card issuer; the Operator is not a party to that process. If the Vendor's Stripe account is found liable for the chargeback, Stripe recovers the funds directly from the Vendor's Stripe balance.

6.3 Reporting a Vendor for AUP breach

The above is for ordinary order-level issues with a Vendor. Separately, if you believe a Vendor is operating in breach of our Acceptable Use Policy (section 13) — for example, you suspect fraud, counterfeit goods, prohibited products, taking payment with no intent to ship, or persistent failure to honour statutory consumer obligations — you may report the Vendor to the Operator on the shoppa.uk contact page (apex shoppa.uk/contact) or by email to [email protected]. We investigate AUP reports and, where substantiated, we may suspend or terminate the Vendor's Subscription. AUP enforcement is a remedy by the Operator against the Vendor; it is not a remedy by you against us, it does not by itself refund your money, and it is wholly distinct from any individual order-level complaint.

6.4 Stripe chargebacks

Stripe chargebacks raised on the original payment instrument are governed by Stripe's rules and the rules of the Customer's card network. The chargeback is, in substance, between the Customer, the Customer's card issuer, and the Vendor's Stripe account. The Operator is not a party to the chargeback.

6.5 Recommended order of recourse

If something goes wrong with an order: (1) message the Vendor directly through the order's message thread on shoppa.uk or via the Vendor's contact form on their Storefront — they handle complaints in full; (2) if no resolution within a reasonable time, raise a chargeback with your card issuer; (3) if you believe the Vendor is operating in breach of our Acceptable Use Policy, separately report the Vendor to us at [email protected] for AUP investigation; (4) if applicable, contact UK Trading Standards or the Citizens Advice consumer helpline.

Shipping costs, methods, delivery times and origin are set by the Vendor and shown on the Vendor's Storefront before checkout. Where a Vendor offers items shipped from outside the United Kingdom (for example, items dropshipped from international suppliers), the following applies in addition:

• You as the Customer are the Importer of Record for those goods upon their arrival in the United Kingdom.
• You may be liable to UK Import VAT and Customs Duty when the parcel arrives, payable to the carrier (Royal Mail, DHL, Parcelforce or similar) before the parcel is released.
• The Vendor (and the Operator's software on the Vendor's behalf) will attempt to display the country of origin and a customs notice on the product page and at checkout for affected items. If you do not see this information clearly and have any doubt, contact the Vendor before placing the order.
• Failure to pay the carrier's import charges may result in the parcel being returned to the supplier; in that case the Vendor's standard refund policy applies (typically a refund of the goods, minus return shipping).

For the avoidance of doubt, the Operator does not collect, remit or account for UK Import VAT or Customs Duty. The Vendor is responsible for accurate origin disclosure and for any compliance obligations related to the import of goods sold to UK Customers through their Storefront.

Where a Vendor sells digital content (a download, a licence key, a digital file or similar), the Customer's statutory right to cancel under the CCRs 2013 is lost once the download or supply begins, provided the Customer has expressly consented to the immediate supply and acknowledged the loss of the cancellation right at the point of purchase. Vendors who sell digital content must surface a tick-box or other express acknowledgement at checkout to that effect; if a Vendor fails to do so, the Customer's 14-day right to cancel is preserved as against that Vendor.

You agree not to use the Platform to:

• Place fraudulent orders, use stolen payment credentials, or attempt to charge back legitimate transactions in bad faith.
• Submit, transmit or host unlawful, abusive, defamatory, discriminatory, harassing or sexually explicit content.
• Probe, scan, attack or attempt to circumvent the security, authentication or rate limits of the Platform.
• Scrape, harvest, copy or reverse-engineer the Platform's content or software except as permitted by applicable law.
• Use the Platform to harass, threaten, defame or impersonate a Vendor or another user.

Breach of these rules may result in suspension or removal of your account and, where appropriate, referral to law enforcement.

The Platform software, the shoppa.uk wordmark, the marketing copy on apex pages and the underlying database structure are the property of the Operator. Vendor branding (storefront name, logo, banner, product images, product descriptions) is the property of the Vendor (or their licensors). Customer-submitted content (reviews, messages, support tickets) remains the Customer's property; by submitting it, the Customer grants the Operator and the relevant Vendor a non-exclusive, royalty-free licence to host, display and process it as required to operate the Platform.

This Part C applies to Vendors. By creating a Vendor account and paying (or starting a trial of) a Subscription, the Vendor accepts these terms in their entirety.

11.1 What we provide

We grant the Vendor a non-exclusive, non-transferable, non-sub-licensable right to use the Platform during the term of their Subscription, in accordance with these terms and the feature list of their chosen plan (as published on the Platform's Pricing page from time to time).

11.2 Subscription fees

Subscription fees are billed monthly (or annually, where applicable) by Stripe Billing on our own Stripe account. Prices, trial periods and tier features are set out on the Pricing page and may change with at least 30 days' notice in line with regulation (EU) 2019/1150 (the Platform-to-Business Regulation, as retained in UK law).

Payment is taken in advance for each billing period. Fees are non-refundable for partial periods. Where a Vendor cancels mid- period, their Storefront remains live until the end of the period already paid for and is then taken offline.

11.3 No commission, no platform fee on sales

The Operator takes no commission, percentage cut, success fee or transaction fee on a Vendor's sales. The Vendor's Subscription fee is the entirety of what the Vendor pays the Operator. Stripe's own card-processing fees apply separately to the Vendor's Stripe account.

11.4 Trial

A 14-day free trial is offered to new Vendors. No card is required during the trial. At the end of the trial the Vendor's Storefront is taken offline unless the Vendor has selected and paid for a tier.

Each Vendor warrants and undertakes to the Operator that:

• They are a legitimate UK trader, lawfully able to sell the goods listed on their Storefront, and they hold all licences, registrations and consents required for those goods.
• They will display, on their Storefront and at checkout, their full legal trading name, a UK geographical address, a contact email or contact form, and any statutory trading information required by the Companies Act 2006 (s.82) and the CCRs 2013.
• They are responsible for setting their prices, displaying accurate VAT-inclusive prices to consumers in line with the Price Marking Order 2004, accounting for VAT to HMRC where they are or become VAT-registered, and ensuring lawful country-of-origin labelling.
• They will operate a refund and complaints process compliant with the Consumer Rights Act 2015 and the CCRs 2013, and will action customer refunds promptly through their own connected Stripe account.
• They will not list goods that are illegal in the United Kingdom, that breach intellectual property rights, that are counterfeit, that require unattainable licences, that breach the Operator's Acceptable Use Policy (a copy of which is at section 13 of these terms) or that are otherwise prohibited by Stripe's restricted-business list.
• They are the data controller for their Customers' personal data, will comply with the UK GDPR and Data Protection Act 2018 in that capacity, and will execute the Operator's Data Processing Addendum (incorporated by reference in our Privacy Policy) on request.
• They will not impersonate the Operator, or hold themselves out as the Operator, or use the Operator's branding outside what the Platform's own software automatically displays.

Vendors and Customers must not use the Platform to list, sell, purchase, advertise or promote any of the following:

• Counterfeit, replica or unauthorised brand-name goods, including but not limited to unlicensed designer items and unlicensed sports merchandise.
• Weapons, ammunition, replica firearms (including unmarked toys), or any item restricted under the Offensive Weapons Act 2019.
• Tobacco, e-cigarettes, vaping products, e-liquid or any age-restricted nicotine product.
• Prescription-only medicines, controlled drugs, research chemicals, novel psychoactive substances, or paraphernalia primarily designed for drug use.
• Cannabis or cannabis-derived products above the legal UK THC threshold.
• Adult content, pornography, sexual services or escort services.
• Live or processed animal products or wildlife items regulated by CITES.
• Solvents, hazardous chemicals, fireworks (Cat F2, F3, F4) and explosives.
• Stolen goods, items from a confiscated supply chain, or items subject to UK or international sanctions.
• Cryptocurrency, security tokens, ICO offerings or investment instruments of any kind.
• Multi-level-marketing recruitment, get-rich-quick schemes, lotteries or unlicensed gambling products.
• Any item whose sale would breach Stripe's restricted- business list.

The Operator may at its sole discretion remove a listing, suspend a Vendor's Storefront, or terminate a Vendor's Subscription for breach of this Acceptable Use Policy. The Operator may also cooperate with law enforcement, Trading Standards, the Competition and Markets Authority or other regulators.

Each Vendor agrees to indemnify, defend and hold harmless the Operator (and the Operator's directors, employees and contractors) from and against any and all claims, demands, actions, proceedings, fines, penalties, losses, damages, costs and expenses (including reasonable legal costs) arising out of or in connection with:

• Any goods or services the Vendor sells, attempts to sell or fails to deliver through the Platform.
• Any breach by the Vendor of consumer protection law, product-safety law, advertising standards, intellectual- property rights or sanctions law.
• Any tax liability — including UK VAT, Import VAT, Customs Duty or income tax — arising from the Vendor's sales.
• Any chargeback, fraud claim, or refund liability raised against the Vendor's Stripe account, including where the liability flows back to the Operator under Stripe's terms.
• Any breach by the Vendor of these terms or of Stripe's Connected Account Agreement, Services Agreement or Restricted Businesses list.
• Any data-protection claim brought by a Customer of the Vendor in respect of personal data the Vendor controls.

This indemnity survives termination of the Vendor's Subscription.

Each Vendor connects their own Stripe account to the Platform (commonly called "BYOG" — bring-your-own-gateway). By doing so the Vendor agrees to Stripe's Stripe Services Agreement and any other Stripe agreement applicable to their account. The Operator is not a party to those agreements and is not responsible for any failure, restriction, hold or termination of any Vendor's Stripe account.

The Operator stores the Vendor's Stripe API keys encrypted at rest using AES-256-GCM with a key the Operator does not transmit. At runtime, the keys are decrypted in memory only to mint a PaymentIntent against the Vendor's account. The Operator does not and cannot move funds from a Vendor's Stripe account.

If the Vendor's Stripe account becomes unable to accept payments (for any reason — Stripe restriction, deauthorisation, balance insufficiency, identity-verification failure), the Storefront's checkout will return an error to the Customer. The Operator will not, and is not obliged to, fund refunds or replace the Vendor's payment processing.

The Operator uses commercially reasonable efforts to keep the Platform available, but does not commit to a specific service level and does not warrant uninterrupted operation. The Operator may take the Platform offline for maintenance from time to time and will give reasonable advance notice of planned downtime where practical.

The Operator may change, add to or remove features of the Platform from time to time. Where a change materially reduces functionality on a Vendor's tier, the Operator will give at least 30 days' notice in line with the Platform-to-Business Regulation and the Vendor may cancel within that notice period without further charge.

A Vendor may cancel their Subscription at any time from inside their dashboard. Cancellation takes effect at the end of the current billing period; the Vendor's Storefront remains live until then.

The Operator may suspend or terminate a Vendor's Subscription:

• Immediately, without notice, where the Vendor materially breaches these terms — including but not limited to listing prohibited goods, fraud, repeated failure to ship paid orders, persistent failure to honour customer refunds, or Stripe account restrictions imposed for the Vendor's conduct.
• On 14 days' notice for any other reason, in line with regulation (EU) 2019/1150, refunding any unused portion of a paid annual subscription where the termination is without cause.

On termination, the Storefront is taken offline. The Vendor's order history and customer list remain available for export from the Vendor's dashboard for 30 days, after which the Operator may delete the data subject to its retention obligations under applicable law and the Privacy Policy.

To the fullest extent permitted by law:

18.1 Liability to Customers

Because the Operator is not the seller of any goods on the Platform, the Operator has no liability to a Customer in respect of goods, fitness for purpose, satisfactory quality, conformity, delivery, refunds, returns or any consumer-protection claim arising from the goods. Such claims lie against the relevant Vendor as the seller. The Customer's statutory rights against the Vendor are unaffected.

The Operator's aggregate liability to any Customer in respect of the Customer's use of the Platform's software (e.g. an availability incident, a software defect that prevents an order, a security incident affecting the Customer's account) is limited to £100, except for liability that cannot be excluded under applicable law.

18.2 Liability to Vendors

The Operator's aggregate liability to a Vendor under or in connection with the Vendor's Subscription, in any 12-month period, is limited to the Subscription fees paid by that Vendor to the Operator in that 12-month period, or £500, whichever is the lower amount.

18.3 Excluded losses

In no event is the Operator liable to a Customer or to a Vendor for: loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of data (other than the Operator's specific obligation under section 17 to retain order history for export for 30 days), or any indirect, consequential or special loss, however arising.

18.4 Carve-outs that cannot be excluded

Nothing in these terms excludes or limits liability for: (i) death or personal injury caused by the Operator's negligence; (ii) fraud or fraudulent misrepresentation by the Operator; (iii) breach of section 12 of the Sale of Goods Act 1979 (title) in respect of any goods the Operator itself supplies; or (iv) any liability that cannot be excluded under applicable law.

Personal data on the Platform is processed in accordance with our Privacy Policy, which forms part of these terms. In summary:

• The Operator is the data controller for Vendor account data, billing data, support requests and platform-wide security/audit logs.
• The Vendor is the data controller for personal data relating to its Customers (including Customer accounts on the Vendor's Storefront, order history, messages and product reviews). The Operator processes that data on the Vendor's behalf as a processor under the UK GDPR.
• Stripe is the data controller for payment-card data; the Operator never sees full card numbers.

The Operator may amend these terms from time to time. For Vendors, material changes take effect 30 days after notice in line with the Platform-to-Business Regulation; non-material changes (typo fixes, clarifications, statutory updates) take effect immediately. For Customers, the version of these terms in effect when an order is placed governs that order.

These terms and any non-contractual obligation arising out of them are governed by the laws of Scotland. Each party submits to the exclusive jurisdiction of the courts of Edinburgh, except that a Customer may bring proceedings in the courts of the Customer's place of habitual residence where required by applicable consumer-protection law.

"Confidential Information" means any information disclosed by one party to the other in the course of operating the Platform that the disclosing party treats as confidential or that a reasonable person would treat as confidential. It includes (but is not limited to): the Operator's source code, security and infrastructure design, internal pricing models and roadmap; and a Vendor's customer lists, supplier relationships, financial information, marketing plans and business operations.

Each party agrees to use the other party's Confidential Information solely to perform its obligations and exercise its rights under these terms, and to take reasonable steps — at least equivalent to the steps it takes to protect its own confidential information of like importance — to prevent the unauthorised disclosure or use of that information.

Confidential Information does not include information that: (i) was already in the public domain at the time of disclosure; (ii) was already lawfully known to the receiving party before disclosure; (iii) was independently developed by the receiving party without reference to the disclosing party's information; or (iv) is required to be disclosed by law, regulator or court order, in which case the receiving party will give the disclosing party prompt written notice where lawfully able to do so and cooperate in seeking confidential treatment.

This clause survives termination of these terms.

For Vendors, the "Primary Email Address" is the email address registered against the Vendor's account at signup or as later updated by the Vendor in their account settings. The Operator may give any notice or communication required under these terms — including service announcements, billing reminders, security alerts, terms-of-service updates, and notices of suspension or termination — by sending an email to the Primary Email Address. Notices sent to the Primary Email Address are deemed delivered to the Vendor when sent.

The Vendor is responsible for maintaining a Primary Email Address that is monitored, deliverable and capable of replies. Failure to receive a notice because the Primary Email Address is invalid, full, blocking the Operator's domain, or otherwise unmonitored does not invalidate the notice.

For Customers, notices are given on the Storefront, on the order-confirmation page, or by email to the address used at checkout, as applicable.

From time to time the Operator may make pre-release, beta, early-access or experimental features of the Platform available to some or all Vendors ("Beta Services"). Beta Services are provided "as is" and on an "as available" basis, may contain defects, may be changed materially without notice, and may be withdrawn at any time at the Operator's discretion. Beta Services are not part of the Services for the purposes of section 18 (Limitation of liability) and the Operator gives no warranty of any kind in relation to them.

A Vendor's use of a Beta Service constitutes acceptance of these terms in respect of that Beta Service. The Operator may designate a Beta Service or any communication relating to it as Confidential Information; in that case, section 22 applies.

If a Vendor or Customer (each a "Submitter") chooses to send the Operator any idea, suggestion, feedback, comment, feature request, bug report, review, or other input relating to the Platform or the Services ("Feedback"), the Submitter:

• grants the Operator a perpetual, irrevocable, worldwide, royalty-free, sub-licensable and transferable licence to use, reproduce, adapt, modify, publish, distribute and otherwise exploit the Feedback in any form, for any purpose;
• waives any moral rights or rights of attribution in the Feedback to the extent permitted by applicable law;
• warrants that the Feedback is original to the Submitter or that the Submitter has the right to grant the licence in this clause; and
• acknowledges that the Operator is under no obligation of confidentiality in respect of the Feedback and is not obliged to compensate the Submitter for it.

The Operator is free to develop, ship or commercialise features that resemble or implement the Feedback without any obligation to the Submitter.

Severability. If any clause of these terms is held by a court of competent jurisdiction to be unenforceable, the remaining clauses remain in full force.

Waiver. No failure or delay by the Operator in enforcing any right is a waiver of that right.

Force majeure. Neither party is liable for failure to perform an obligation where the failure is caused by events outside its reasonable control (acts of God, war, widespread internet outage, pandemic restrictions, Stripe-wide outages).

No agency. Nothing in these terms creates an agency, partnership, joint venture or employment relationship between the Operator and any Vendor or Customer.

Assignment. The Operator may assign, transfer, sub-contract or charge any of its rights or obligations under these terms — including, without limitation, to a successor entity on a reorganisation, merger, sale of assets, or acquisition — without consent and on notice to the Vendor by way of email to the Primary Email Address. A Vendor may not assign, transfer, sub-contract or charge any of its rights or obligations under these terms to any third party without the Operator's prior written consent. A Customer's rights under these terms are personal to that Customer and are not assignable.

Survival. Termination of these terms does not affect any right or obligation that has accrued before termination. The following clauses survive termination for as long as is necessary to give them effect: section 14 (Vendor indemnity), section 18 (Limitation of liability), section 19 (Data protection), section 22 (Confidentiality), section 25 (Feedback), this section 26, and section 21 (Governing law and jurisdiction).

Third-party rights. A person who is not a party to these terms has no right under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce them, except where expressly provided.

Entire agreement. These terms, together with our Privacy Policy and the Pricing page in effect from time to time, constitute the entire agreement between the Operator and the Customer or Vendor (as applicable) and supersede any prior agreement on the same subject matter.

J J Cunningham, sole trader
25A Fa'side Avenue South, Wallyford, EH21 8AN
Email: [email protected]

For order-specific complaints, please contact the Vendor whose Storefront you ordered from. The Vendor's contact details are on their Storefront and on your order confirmation email.