Terms of Service

These terms govern your use of SetupShop (the "Service"). By opening an account you agree to them. If you do not agree, do not use the Service.

1. Who we are

1.1 The Service is provided by SetupShop Ltd, trading as SetupShop ("we", "us", "our"), a company registered in United Kingdom under number 17392903.

1.2 Registered office: 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

Contact: setupshop.online/contact, or by post to the registered office above. Formal notices must be posted — see clause 19.6.

2. Definitions

2.1 "Store" means an online shop created by you through the Service. "Shopper" means a customer of your Store. "Store Data" means data you or your Shoppers put into a Store, including catalogue, orders and Shopper personal data. "Subscription" means the plan you have selected for a Store.

2.2 You contract with us as a business. The Service is not offered to consumers, and consumer cancellation rights do not apply to your Subscription.

3. The Service

3.1 We provide hosted ecommerce software that lets you operate one or more Stores. We host the software, apply updates and maintain the shared product catalogue.

3.2 Which features are available to a Store depends on its Subscription. We may add features, and may withdraw a feature on 30 days' notice where it is no longer viable to provide.

3.3 We aim to make the Service available at all times but do not guarantee uninterrupted availability. We may suspend access for maintenance, and will give notice where the work is planned.

4. Your account

4.1 You must give accurate registration details and keep them current.

4.2 You are responsible for your account credentials, for the staff accounts you create, and for everything done under them.

4.3 You must tell us promptly if you believe an account has been accessed without authority.

5. Subscriptions, fees and payment

5.1 Each Store requires its own Subscription. Prices are those published at setupshop.online/pricing at the time you subscribe.

5.2 Subscriptions are billed in advance, monthly or annually according to the interval you choose, and renew automatically until cancelled.

5.3 In addition to the Subscription, we take a platform fee on each online sale your Store makes, and on each sale your Store makes through the eBay sync tool. The fee is a percentage set by the plan. What each is calculated on differs, and is set out in clauses 5.4 and 5.9:

Plan	Platform fee per online sale	Platform fee per eBay sync sale
Starter	1.5%	1.5%
Pro	1%	1%
Ultimate	0.5%	0.5%

5.4 Where the Shopper pays through the Service's online checkout, the platform fee is collected automatically through Stripe at the time of the sale, as an application fee on the payment. It is calculated on the total the Shopper pays, and is separate from Stripe's own processing charges, which you pay to Stripe.

5.5 The fee applies to sales taken through the Service's online checkout, and to Marketplace sales under clauses 5.8 and 5.9. It does not apply to takings on the point-of-sale till, which are settled through your own card terminal provider and do not pass through your connected Stripe account.

5.6 We may change prices and fees on 30 days' notice. A change takes effect at your next renewal. If you do not accept it you may cancel under clause 9 before it applies.

5.7 If a payment fails we may retry it and may suspend the Store until the account is settled. Your Store Data is retained during suspension in accordance with clause 10.

5.8 Marketplace sales. "Marketplace" means a third-party sales channel that the Service lists your stock on and that you connect under your own seller account, such as eBay. The Shopper pays you through the Marketplace and not through the Service, so the platform fee cannot be taken from the payment. Instead we record each Marketplace sale and add the platform fee for those sales to your next Subscription payment, shown as a separate line on that invoice. No separate payment is due and nothing is taken at the time of the sale. Where a Subscription ends before that payment is taken, the fee for sales already made remains payable.

5.9 What the fee on a Marketplace sale is calculated on. For Marketplace sales the platform fee is calculated on your own selling price for the item in your Store, at the quantity sold — not on the price the item was listed or sold at on the Marketplace. Anything the item fetches on the Marketplace above your own price is yours. The Marketplace's own fees, and any postage, are a matter between you and the Marketplace, and we neither collect them nor take a share of them.

5.10 Product allowance. Each plan includes a number of Products. A "Product" is anything your Store has on sale — both an item you create yourself and a card you claim from the shared catalogue. Where your Store holds more Products than your plan includes, we add a monthly charge for each Product above the allowance to your next Subscription payment, shown as a separate line on that invoice. Nothing is taken at the time you add a Product.

Plan	Products included	Each Product above the allowance, per month
Starter	300	£0.10
Pro	3,000	£0.07
Ultimate	Unlimited	n/a

5.11 The count is taken at each renewal, so removing Products before your renewal date reduces or removes the charge for the period that follows. Clause 5.6 applies to the allowance and the rate as it does to any other price or fee.

6. Payments to you, and Stripe

6.1 The Service does not process your Shoppers' payments. Payments are processed by Stripe, and you connect your own Stripe account to your Store.

6.2 Your relationship with Stripe is directly between you and Stripe, governed by the Stripe Services Agreement that you accept when you connect. We are not a party to it.

6.3 Payment processing services for shops on SetupShop are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (together, the "Stripe Services Agreement"). By agreeing to these terms, or by continuing to operate a Store on SetupShop, you agree to be bound by the Stripe Services Agreement, as Stripe may modify it from time to time. As a condition of us enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it, and transaction information relating to your use of those services, with Stripe.

6.4 You are the merchant of record for every sale your Store makes. We do not hold your funds, and money from your sales is paid by Stripe into your own account on Stripe's payout schedule. Refunds, chargebacks, disputes and any resulting liability are yours.

6.5 You are responsible for complying with the Stripe Services Agreement, including its list of restricted businesses and activities. Where Stripe restricts or closes your account, the Service will be unable to take payments for your Store, and clause 9 applies.

6.6 You authorise us to collect the platform fee in clause 5.3 as an application fee on payments processed through your connected account, and to obtain from Stripe the information about your account and its transactions that we need in order to provide the Service.

6.7 We may disconnect a Store from Stripe where required by Stripe or by law.

7. Your obligations

7.1 You are responsible for your Store: what you sell, how you describe it, the prices you set, the tax you charge, and the terms and policies you publish to your Shoppers.

7.2 The starter Terms & Conditions, Shipping & Returns and Privacy Policy provided with a new Store are a drafting aid only. They are not legal advice, and we do not warrant that they are suitable for your business. You are responsible for reviewing and completing them.

7.3 You must comply with all law applicable to your Store, including consumer protection, distance selling, tax and data protection law.

7.4 You must not use the Service to sell anything you are not lawfully entitled to sell, nor to sell into a jurisdiction where doing so would be unlawful.

7.5 Connected social accounts. The Service can post to a Facebook Page, and to an Instagram business account linked to that Page, where you connect one. You connect it under your own Facebook account, you choose which Page to use, and you decide what is posted and when. By connecting one you authorise us to publish that content to it on your behalf until you disconnect it.

7.6 What is posted is yours. Everything published to a connected social account is content you created in your Store — your events, your descriptions, your images — and you are responsible for it, for holding the rights to it, and for it complying with the platform's own rules. Your relationship with Facebook and Instagram is directly between you and Meta, governed by their terms, and we are not a party to it.

7.7 You can disconnect a social account at any time from your Store's settings, or by removing our application from your Facebook account. Doing either stops us posting and removes any post we had queued but not yet sent.

8. Acceptable use

8.1 You must not: attempt to gain unauthorised access to the Service or to another customer's data; probe or test its security without our written consent; introduce malicious code; place unreasonable load on it; scrape it by automated means beyond ordinary search-engine indexing; resell or sublicense access to it; or use it to send unsolicited bulk email.

8.2 You must not use the Service to store or transmit material that is unlawful, infringing, defamatory or obscene.

8.3 We may suspend a Store immediately where we reasonably believe this clause has been breached, or where continuing to host it would expose us or another customer to risk. We will tell you why.

9. Term, cancellation and suspension

9.1 A Subscription continues until cancelled by you or by us.

9.2 You may cancel at any time from your account. Cancellation takes effect at the end of the period you have already paid for; the Store continues to operate until then. We do not refund the unused part of a period — see our Refunds & Cancellation policy.

9.3 We may terminate on 30 days' notice, and will refund the unused part of any period paid in advance where we do so.

9.4 We may suspend or terminate immediately where you materially breach these terms, where payment remains outstanding after 14 days, or where required by law.

9.5 On termination your Store stops serving and your licence to use the Service ends.

10. Your data

10.1 Store Data is yours. We claim no ownership of it.

10.2 You grant us a licence to host, copy, transmit and display Store Data to the extent necessary to provide the Service, and to keep backups.

10.3 Where Store Data includes personal data of your Shoppers, you are the controller and we are the processor. Our Data Processing Agreement governs that processing and forms part of these terms.

10.4 After a Subscription ends we retain Store Data for 30 days so that you can export it, and then delete it from live systems. Backups age out on our ordinary backup cycle.

10.5 We may use aggregated, anonymised data about how the Service is used to operate and improve it. Such data does not identify you, your Store or any Shopper.

11. The shared catalogue

11.1 The Service includes a shared catalogue of games, sets and products, which we maintain.

11.2 Card names, artwork and trade marks belong to their publishers. Catalogue prices are indicative market data supplied for convenience: we do not warrant their accuracy, and the price at which you sell is always yours to set.

11.3 The catalogue is licensed to you for use within the Service only.

12. Intellectual property

12.1 The Service, and all software and materials we provide, remain our property or that of our licensors. You receive a non-exclusive, non-transferable licence to use it for the term of your Subscription.

12.2 You retain all rights in the content you publish to your Store.

12.3 You may not copy, decompile or reverse engineer the Service except to the extent the law permits despite this clause.

13. Confidentiality

13.1 Each party shall keep confidential the other's non-public information disclosed in connection with these terms, and use it only to perform them.

13.2 This does not apply to information that is public through no fault of the recipient, or which must be disclosed by law.

14. Warranties and disclaimers

14.1 We warrant that we will provide the Service with reasonable skill and care.

14.2 Otherwise the Service is provided "as is". To the extent the law allows, we exclude all other warranties, including that the Service will be uninterrupted, error free, or fit for a particular purpose.

14.3 We are not responsible for third party services you connect to your Store, including Stripe, eBay, Facebook, Instagram, carriers and payment terminals.

14.4 Where a third party changes, restricts or withdraws access to its service, we may have to change or stop the part of the Service that depends on it. We will tell you if that happens, but we are not liable for it, and it does not entitle you to a refund of fees already paid.

15. Liability

15.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

15.2 Subject to clause 15.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business, or any indirect or consequential loss.

15.3 Subject to clause 15.1, our total liability in any 12 month period is limited to the Subscription fees you paid us in the 12 months before the claim arose.

15.4 We are not liable for loss arising from your failure to keep your own records or backups of Store Data, nor for the acts of your Shoppers.

16. Indemnity

16.1 You will indemnify us against claims brought by a Shopper or a third party arising from what you sell, how you describe it, the policies you publish, or your breach of these terms.

17. Events outside our control

17.1 Neither party is liable for failure or delay caused by an event outside its reasonable control. Where such an event continues for more than 30 days either party may terminate on notice.

18. Changes to these terms

18.1 We may change these terms. Where a change is material we will give 30 days' notice by email or in the admin.

18.2 Continuing to use the Service after a change takes effect is acceptance of it. If you do not accept it, you may cancel under clause 9.

19. General

19.1 If a provision is unenforceable, the remainder continues in force.

19.2 A delay in enforcing a provision is not a waiver of it.

19.3 We may assign these terms in connection with a sale or reorganisation of our business. You may not assign without our written consent, which will not be unreasonably withheld.

19.4 No third party may enforce these terms.

19.5 These terms, with the documents they refer to, are the entire agreement between us and replace anything said beforehand.

19.6 Formal notices to us must be given in writing and sent by pre-paid first-class post to our registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. A notice sent by post is treated as received on the second working day after posting. Notices to you go to the email address on your account.

20. Governing law

20.1 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.