Terms of Service

01Who you contract with

Shoppi Cloud is operated by three companies of the same group. The one you contract with depends on where your business is established:

• Shoppi Inc. — 1 Radisson Plaza, Suite 800, New Rochelle, NY 10801, USA — for customers in the United States, Canada and the rest of the Americas.
• Shoppi UG — Kolonnenstr. 8, 10827 Berlin, Germany — for customers in the European Union and the EEA.
• Shoppi Ltd — 5 Brayford Square, London E1 0SG, United Kingdom — for customers in the United Kingdom and the rest of the world.

In these Terms, “Shoppi”, “we” and “us” mean whichever of those entities is your counterparty. Your invoice states which one.

02Definitions

• Service — the Shoppi Cloud platform: the CMS, APIs, dashboard, POS software, marketplace distribution and everything else we make available under a Plan.
• Touchpoint — a single sales surface you switch on: a store, a QR menu, a booking page, a payment link, a kiosk. Each touchpoint is billed on the Plan you choose for it.
• Merchant, “you” — the business that holds the account. Shoppi Cloud is sold to businesses only.
• End Customer — a person who buys from you through a touchpoint. They are your customer, not ours.
• Merchant Content — everything you put into the Service: products, prices, media, page templates, code, and End Customer data.

03Account and eligibility

You must be a business or a self-employed professional acting in a commercial capacity, and legally able to enter into contracts. Shoppi Cloud is not offered to consumers. You are responsible for the accuracy of your registration data, for the security of your credentials, and for everything done under your account.

You may create additional users. Each remains under your control and your responsibility.

04Plans, touchpoints and billing

Plans are billed monthly in advance, per touchpoint. You can switch a touchpoint off at any time; billing for it stops at the end of the current period. There is no minimum term and no exit fee.

Add-ons marked as one-time purchases are perpetual licences tied to your account: once paid, they remain available to you for as long as you hold an active Plan. They are not refundable once activated and not transferable to another account.

Prices are exclusive of VAT and any other applicable taxes, which are added at the rate in force for your jurisdiction. Failure to pay may lead to suspension under section 12.

05Payments, funds and fees

We never hold your money. Payments from your End Customers are processed by Stripe and settle directly into your own Stripe account, under Stripe's terms, which you accept separately. Shoppi is not a payment institution and is not a party to the sale between you and your End Customer — you are the merchant of record.

Our commercial fees, as applicable to your Plan:

• 0.4% on transactions through your direct channels — your own domains, QR stores, payment links and in-person POS.
• 10% referral fee on orders we originate for you through the Shoppi Marketplace. This covers marketplace distribution, buyer guarantee and chargeback handling on those orders.

These are in addition to Stripe's own processing fees, which Stripe charges you directly. Chargebacks, refunds and disputes on your direct sales are yours to handle; we give you the tools, not the liability.

06What you are responsible for

• The legality of what you sell, and of how you describe it, in every market where your touchpoints are reachable.
• Your relationship with your End Customers: pricing, delivery, returns, warranties, customer service.
• Your tax, fiscal and invoicing obligations, including fiscal receipts where your country requires them.
• Consumer-law information duties, where they apply to you.
• Any code, templates or third-party integrations you deploy on your touchpoints.

07Acceptable use

You may not use the Service to sell goods or services that are unlawful in the relevant market, to infringe someone else's intellectual property, to send unsolicited bulk messaging, to probe or interfere with the infrastructure or with other merchants' data, or to resell the Service as your own platform without a written partner agreement.

Automated access through our APIs is expected and welcome. Automated access designed to degrade the Service is not.

08Your data stays yours

Merchant Content remains your property. You grant us only the licence we need to run the Service for you: to host, process, translate, index, cache, back up and distribute that content across the touchpoints and channels you have switched on, including the Shoppi Marketplace.

No lock-in. Your storefronts are standard HTML. You can export your templates, catalog and order data at any time, through the dashboard, the REST API or a WebDAV mount. We do not charge for export and we do not withhold it on termination.

Where we process End Customer personal data on your behalf, we act as your processor and you as controller. That processing is governed by our Privacy Policy and, on request, a Data Processing Agreement.

09Our intellectual property

Shoppi® is a registered trademark. The platform, the TagCode system, the SDKs, the marketplace and their underlying software remain ours. Your Plan grants you a non-exclusive, non-transferable right to use them for the term of your subscription — it does not transfer ownership of anything.

10AI features

Parts of the Service use automated systems: catalog translation, keyword generation, semantic categorization, data cleaning, and assistant features you connect yourself. In line with the EU AI Act, these are transparency-tier tools that support your decisions — they do not take decisions producing legal effects for you or your End Customers.

AI output can be wrong. You remain responsible for reviewing what is published on your touchpoints, in particular prices, ingredients, allergens, certifications and any regulated claim.

11Availability and support

Availability targets, planned maintenance, support response times and service credits are set out in the Service Level Agreement, which forms part of these Terms.

12Suspension and termination

You may terminate at any time by switching off your touchpoints and closing your account. We may suspend or terminate if you fail to pay after written notice and a reasonable cure period, if your use breaches section 7, or if we are required to by law.

Where suspension is not for an urgent safety, security or legal reason, we will give you notice and an opportunity to fix the problem first. After termination we keep your data available for export for 30 days, then delete it, except where law requires us to retain it.

13Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, in line with the SLA. Beyond that, and to the extent the law allows, the Service is provided as-is: we do not warrant that it will be uninterrupted, error-free, or that it will produce any particular commercial result.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

14Limitation of liability

Neither party is liable for indirect or consequential loss, loss of profit, loss of goodwill or loss of anticipated savings. Our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid us in the twelve months preceding the event giving rise to the claim.

We are not liable for outages or losses caused by third parties you rely on — including Stripe, delivery carriers, aggregators and social platforms — nor for code or integrations you deploy yourself.

15Changes to these Terms

We may update these Terms. For changes that materially affect your rights, we will give you at least 30 days' notice by email and in the dashboard. If you do not accept a material change, you may terminate before it takes effect and we will refund any prepaid fees for the unused period.

16Governing law and disputes

• Shoppi Inc. — laws of the State of New York; courts of New York County, NY.
• Shoppi UG — laws of the Federal Republic of Germany; courts of Berlin.
• Shoppi Ltd — laws of England and Wales; courts of England and Wales.

The UN Convention on Contracts for the International Sale of Goods does not apply. If a provision is held unenforceable, the rest stays in force.

17Contact

Questions about these Terms: contact us. Notices to us must be sent in writing to the registered address of your contracting entity in section 1 — email alone is not valid notice.