ShopPro Commerce
Retail Platform Terms & Conditions

These Retail Platform Terms & Conditions (“Agreement”) are a business-to-business contract between:

(referred to as “ShopPro”, “we”, “us”, or “our”)

and

the convenience-store or retail business that has agreed to use the ShopPro Commerce platform (referred to as the “Merchant”, “you”, or “your”).

In this Agreement the following terms have the following meanings:

• “Platform” means the ShopPro Commerce white-label rapid-delivery commerce platform, including the storefront software, merchant admin dashboard, order-management tooling, and any APIs provided by ShopPro to the Merchant.
• “Services” means the provision and hosting of the Platform, and any related onboarding, configuration, or support services agreed between the parties.
• “Merchant” means the business entity that has agreed to these Terms in order to operate a branded retail storefront using the Platform. The Merchant is the contracting party; ShopPro does not contract directly with individual consumers.
• “Merchant Storefront”means the Merchant's white-label website or app, powered by the Platform, through which the Merchant's End Customers place orders.
• “End Customer”means a member of the public who places an order through the Merchant Storefront. End Customers are the Merchant's customers, not ShopPro's. ShopPro has no direct contractual relationship with End Customers.
• “PSP” (Payment Service Provider) means Viva.com / Viva Wallet, the regulated payment service provider that processes card payments made by End Customers through the Merchant Storefront.
• “Commercial Agreement” means the separate order form, proposal, or commercial agreement between ShopPro and the Merchant setting out fees, subscription terms, and any agreed service levels.
• “Age-Restricted Goods” means any goods restricted by UK law from sale to persons below a specified age, including (without limitation) alcohol, tobacco, nicotine products, and knives.

ShopPro Commerce provides the Merchant with a white-label rapid-delivery commerce platform. The Platform allows the Merchant to:

• Operate a branded online storefront on the Merchant's own domain, displaying the Merchant's own products and pricing.
• Receive, manage, and fulfil delivery orders placed by End Customers.
• Accept card payments from End Customers via the PSP integration.
• Manage product catalogue, stock levels, pricing, delivery zones, and opening hours through the merchant admin dashboard.

ShopPro is a technology provider only. We are not a marketplace, a retailer, or a delivery operator. We do not set the Merchant's prices, hold or supply stock, or employ delivery drivers. The commercial relationship for any goods sold through the Merchant Storefront is between the Merchant and the End Customer.

We provide the Platform on a reasonable-efforts basis. We do not guarantee uninterrupted or error-free operation; however we will endeavour to minimise planned downtime and communicate any material service interruptions to the Merchant in advance where practicable.

The Merchant agrees to:

• Accurate listings: Maintain accurate and up-to-date product listings, including descriptions, prices, allergen information where applicable, and stock availability. The Merchant is solely responsible for the accuracy and legality of all content on the Merchant Storefront.
• Legal compliance: Comply with all applicable UK laws, regulations, and codes of practice relevant to the operation of a retail business, including but not limited to the Consumer Rights Act 2015, trading standards legislation, and HMRC obligations.
• Age-restricted goods:Where the Merchant sells Age-Restricted Goods through the Merchant Storefront, the Merchant is solely responsible for implementing and operating an appropriate age-verification process at the point of delivery, in compliance with the Licensing Act 2003, the Licensing (Scotland) Act 2005, and any other applicable legislation. ShopPro provides a platform only; the Merchant must not sell Age-Restricted Goods to persons below the legal age and must hold all necessary licences and permissions (including a premises licence for alcohol sales and, where applicable, a late-hours refreshment licence). The Merchant indemnifies ShopPro against any regulatory penalty, fine, or liability arising from the Merchant's failure to comply with age-restriction or licensing obligations.
• Licences and permits: Hold and maintain in good standing all licences, permits, and registrations required to operate its retail business, including any alcohol premises licence, tobacco retail registration, or similar regulatory authorisation applicable to goods sold through the Merchant Storefront.
• Fulfilment: Fulfil orders accepted through the Platform in a timely manner and in accordance with the delivery commitments displayed on the Merchant Storefront. The Merchant is responsible for all fulfilment, packaging, delivery, and any applicable food safety obligations.
• Refunds and complaints:Handle End Customer refund requests and complaints in accordance with the Merchant's own terms and applicable consumer protection law. ShopPro is not a party to the Merchant's contractual relationship with End Customers and has no liability for the Merchant's failure to fulfil orders or handle complaints.
• PSP compliance:Comply with the PSP's merchant terms, acceptable use policy, and anti-money-laundering requirements as a condition of accepting payments through the Platform.
• Acceptable use: Not use the Platform for any unlawful purpose, to list prohibited goods, or in any way that could damage the Platform or bring ShopPro into disrepute.

Card payments from End Customers on the Merchant Storefront are processed by Viva.com / Viva Wallet (the PSP), a regulated Payment Service Provider authorised and supervised by the Bank of Greece under the EU Payment Services Directive and passported to operate in the United Kingdom.

KEET TECHNOLOGY SOLUTIONS LTD is not a bank and is not a Payment Service Provider. We facilitate the integration between the Platform and the PSP, but we do not hold, process, or have custody of Merchant funds or End Customer payment card data at any point. All payment processing, card-data handling, fraud detection, and settlement are the exclusive responsibility of the PSP.

Settlement of End Customer payments is made by the PSP directly to the Merchant, in accordance with the PSP's merchant agreement with the Merchant. ShopPro does not participate in the settlement flow except where a platform fee or service charge is explicitly agreed in the Commercial Agreement.

The Merchant is responsible for entering into and maintaining a valid merchant account agreement with the PSP. ShopPro accepts no liability for payment failures, delays, or disputes arising from the PSP's services.

The fees payable by the Merchant for access to the Platform are as set out in the Commercial Agreement between ShopPro and the Merchant. These Terms do not specify fee amounts; the Commercial Agreement is the definitive record.

Where the Platform displays a delivery fee or service charge to End Customers, that fee structure is configured by and is the responsibility of the Merchant, in accordance with the Merchant's own pricing decisions.

ShopPro reserves the right to vary its fees for the Platform upon reasonable written notice to the Merchant. Where the Merchant does not accept a fee change, the Merchant may terminate this Agreement in accordance with clause 12.

Merchant account data:ShopPro is the data controller for the Merchant's own business contact and account data (e.g. the Merchant's trading name, contact name, email, phone number, and billing information). We process this data to deliver the Services and manage the commercial relationship. See our Privacy Policy for full details.

End Customer data:The Merchant is the data controller for all personal data collected from End Customers through the Merchant Storefront (including names, addresses, order history, and contact details). ShopPro acts as a data processor on the Merchant's behalf, processing End Customer data only to the extent necessary to provide the Platform services. The Merchant is responsible for its own UK GDPR compliance obligations in relation to End Customer data, including providing End Customers with an appropriate privacy notice.

The PSP (Viva.com / Viva Wallet) acts as an independent data controller for payment card data and as a sub-processor for transaction data, subject to its own privacy policy and PCI DSS obligations. Where required, ShopPro will enter into a data processing agreement with the Merchant on reasonable request.

The Platform, including all underlying software, code, designs, trademarks, and proprietary content created by ShopPro, is the intellectual property of KEET TECHNOLOGY SOLUTIONS LTD or its licensors. The Merchant is granted a limited, non-exclusive, non-transferable licence to use the Platform solely for the purpose of operating the Merchant Storefront during the term of this Agreement. The Merchant may not copy, reverse-engineer, resell, or sublicense the Platform.

The Merchant retains ownership of its own product data, product images, pricing, branding assets, and other content uploaded to the Platform. By uploading content, the Merchant grants ShopPro a limited licence to display, process, and reproduce that content for the purpose of operating the Platform.

The Merchant must not use the Platform:

• In any way that is unlawful, fraudulent, or harmful, or in connection with any unlawful, fraudulent, or harmful activity.
• To list or sell any goods that are prohibited under UK law or that would violate the PSP's acceptable use policy.
• To attempt to gain unauthorised access to ShopPro's systems or any third-party systems.
• In any manner that could damage, disable, overburden, or impair the Platform.

ShopPro reserves the right to suspend the Merchant's access to the Platform immediately if ShopPro reasonably believes the Merchant is in material breach of this Agreement, is engaged in fraudulent or unlawful activity, or the Platform's integrity or security is at risk. ShopPro will give the Merchant notice of suspension as soon as reasonably practicable.

The Platform is provided “as is” and “as available”. To the maximum extent permitted by applicable law, ShopPro gives no warranty, express or implied, as to the fitness of the Platform for any particular purpose, uninterrupted availability, or freedom from errors.

To the maximum extent permitted by applicable law, KEET TECHNOLOGY SOLUTIONS LTD shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages arising from the Merchant's use of or inability to use the Platform.
• Any loss of Merchant revenue, profits, data, goodwill, or business opportunity.
• Any regulatory penalty, fine, or licence revocation arising from the Merchant's failure to comply with applicable law, including age-restriction or licensing obligations.
• Any acts or omissions of the PSP or any other third-party service provider.
• Service interruptions, outages, or data loss caused by circumstances outside ShopPro's reasonable control.

ShopPro's total aggregate liability to the Merchant in respect of any claims arising out of or in connection with this Agreement or the Platform shall not exceed the greater of: (a) £500 GBP; or (b) the total fees paid by the Merchant to ShopPro in the three months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other matter that cannot lawfully be excluded or limited under applicable law.

The Merchant shall indemnify, defend, and hold harmless KEET TECHNOLOGY SOLUTIONS LTDand its officers, employees, and contractors against any claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal costs) arising from: (a) the Merchant's breach of this Agreement; (b) the Merchant's breach of any applicable law or regulation, including age-restriction, licensing, trading standards, or consumer protection obligations; (c) any claim by an End Customer arising from the Merchant's fulfilment, pricing, or conduct; or (d) any inaccuracy in the Merchant's product listings or content uploaded to the Platform.

This Agreement commences on the date the Merchant first accesses the Platform and continues until terminated by either party in accordance with this clause or the Commercial Agreement.

Either party may terminate this Agreement on written notice as specified in the Commercial Agreement. In the absence of a specified notice period, either party may terminate on 30 days' written notice.

ShopPro may terminate this Agreement with immediate effect on written notice if the Merchant: (a) is in material breach that is incapable of remedy or is not remedied within 14 days of notice; (b) becomes insolvent, enters administration, or ceases to trade; (c) engages in fraudulent or unlawful activity; or (d) loses any licence or permit necessary for the lawful operation of its retail business.

On termination, the Merchant's access to the Platform will cease. ShopPro will make the Merchant's data available for export for a reasonable period following termination, after which it may be deleted in accordance with our data retention policy.

Notices under this Agreement must be in writing and sent to ShopPro at admin@shoppro.tech or by post to Suite 211, The North Quarter, 496 Ferry Road, Edinburgh, Scotland, EH5 2DL. Notices to the Merchant will be sent to the email or postal address registered on the Merchant's account.

This Agreement is governed by and construed in accordance with the law of Scotland. The parties submit to the exclusive jurisdiction of the Scottish courts to settle any dispute arising from or in connection with this Agreement.

Where UK-wide statutory provisions apply (for example, consumer protection legislation that is UK-wide), those provisions apply in addition to Scots law and do not affect this choice of law clause.

ShopPro may update these Terms from time to time. We will notify Merchants of material changes by email and will indicate the updated date at the top of this page. Continued use of the Platform after the effective date of any change constitutes acceptance of the updated Terms. If the Merchant does not accept the changes, it may terminate this Agreement on notice before the effective date of the change.