Terms of Service.

1. Acceptance & eligibility

These Terms of Service (“Terms”) form a binding agreement between you (“Customer”, “you”) and Huup Ltd, a company registered in England and Wales under company number 08708494, with its registered office at 22 Old Montague Street, London, United Kingdom (“Huup”, “we”, “us”). By creating an account, accessing or using the Huup platform (the “Services”), you accept these Terms and our Privacy Policy.

You may only use the Services if you are at least 18 years old and authorised to bind the legal entity on whose behalf you are signing up. You must not use the Services if you are barred from doing so under applicable law.

2. Definitions

• Services — the Huup software-as-a-service platform, including web app, APIs and documentation, available at huup.com and its subdomains.
• Order — an electronic or written subscription order accepted by Huup that identifies the plan, term and fees.
• Customer Data — all data uploaded by you or generated by your use of the Services on your behalf, including listings, orders, messages and configuration.
• Marketplace — any third-party channel you connect through Huup (e.g. eBay, Amazon, Shopify, Etsy).
• Documentation — the technical and user documentation we make available at docs.huup.com.

3. Account

To use the Services you must register an account and provide accurate, current and complete information. You are responsible for maintaining the confidentiality of your credentials, for all activity that occurs under your account, and for promptly notifying us of any unauthorised use.

You must enable multi-factor authentication for administrative users where we make it available. You agree to keep your contact and billing information up to date.

4. Subscription & payments

The Services are provided on a subscription basis. By placing an Order you agree to pay the fees set out in that Order.

• Billing cycle — fees are billed monthly or annually in advance, depending on the plan. Subscriptions renew automatically for successive periods of equal length unless cancelled before the renewal date.
• Payment method — payments are processed by Stripe. You authorise us to charge your nominated payment method for all fees due.
• Late payment — overdue amounts may accrue interest at 4% above the Bank of England base rate per annum, and we may suspend the Services until paid.
• Taxes — fees are exclusive of VAT and other applicable taxes, which we will add where required.
• Refunds — except where required by law, fees are non-refundable. Pro-rata refunds are not provided for early cancellation.

5. Free trial

Eligible new customers may use the Services free of charge for 14 days, with no credit card required. At the end of the trial, you must select a paid plan to continue using the Services; otherwise your account will be suspended and Customer Data may be deleted after the retention window described in section 14.

6. Acceptable use

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful, infringing, fraudulent or harmful purpose.
• Upload or transmit malware, viruses or any code designed to disrupt the Services.
• Reverse-engineer, decompile or attempt to extract the source code of the Services, except to the extent expressly permitted by law.
• Scrape, crawl or use automated means to access the Services other than via our documented APIs.
• Abuse, harass or send spam to other users, end customers or marketplace contacts.
• Use the Services to send unsolicited commercial communications in breach of applicable law (including PECR/GDPR).
• Circumvent rate limits, security controls or marketplace policies.

We may suspend or terminate access where we reasonably believe these obligations have been breached.

7. Customer data & content

As between you and Huup, you own all rights, title and interest in your Customer Data. You grant Huup a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data solely as necessary to provide and improve the Services, comply with law, and as otherwise authorised by you.

You are responsible for the legality of your Customer Data, including ensuring you have all rights and consents necessary to upload and process it through Huup.

8. Marketplace integrations

The Services allow you to connect to third-party marketplaces and platforms. Your use of those marketplaces is governed by the marketplace’s own terms of service, including (without limitation) eBay, Amazon, Shopify and Etsy. You are solely responsible for complying with each marketplace’s policies, and Huup is not responsible for actions or decisions taken by any marketplace (including listing removals, account suspensions or fee changes).

We may modify, suspend or remove a marketplace integration if a third party changes its API, withdraws access, or where required to comply with law.

9. Intellectual property

Huup and its licensors own all intellectual property rights in the Services, including software, designs, trademarks, documentation and any improvements, derivatives or feedback. Nothing in these Terms transfers ownership of the Services to you. You receive only a limited, non-exclusive, non-transferable right to use the Services during your subscription. You retain ownership of your Customer Data.

10. Confidentiality

Each party may receive confidential information from the other (“Confidential Information”). The receiving party will protect Confidential Information using the same degree of care it uses for its own (and no less than reasonable care), and will use it only to perform its obligations under these Terms. Customer Data is treated as your Confidential Information; the Services, pricing and roadmap are treated as Huup’s Confidential Information.

11. Warranties & disclaimers

Huup warrants that it will provide the Services with reasonable skill and care and in accordance with the Documentation. Except for the express warranties in these Terms, the Services are provided “as is” and “as available” without warranty of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that the Services will be uninterrupted, error-free or meet your specific requirements.

12. Limitation of liability

Nothing in these Terms limits either party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be limited under applicable law.

Subject to that, to the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data.
• Each party’s total aggregate liability arising out of or in connection with these Terms is capped at the fees you paid to Huup in the 12 months preceding the event giving rise to the claim.

13. Indemnity

You will indemnify and hold Huup harmless from any third-party claims arising out of (a) your Customer Data, (b) your use of the Services in breach of these Terms, or (c) your violation of any law or third-party right, including marketplace terms. We will notify you promptly of any such claim and give you reasonable cooperation in the defence.

14. Term & termination

These Terms remain in force while you have an active account. You may cancel at any time from your billing settings; cancellation takes effect at the end of the current billing period. We may suspend or terminate the Services with immediate effect if you materially breach these Terms and fail to remedy within 14 days of notice, or if required by law.

On termination: (i) your right to use the Services ends; (ii) we will make Customer Data available for export for at least 30 days; and (iii) we will delete Customer Data within 90 days of termination unless we are required to retain it for legal reasons. Provisions that by their nature should survive termination (including IP, confidentiality, liability and indemnity) will survive.

15. Governing law

These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of London, United Kingdom in respect of any dispute arising from or in connection with these Terms, except that either party may seek injunctive relief in any competent jurisdiction to protect its intellectual property or Confidential Information.

16. Changes to terms

We may update these Terms from time to time. For material changes we will give at least 30 days’ notice by email or in-product banner. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may cancel before the changes take effect.

17. Contact

Notices and legal correspondence should be sent to: