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 E1 5NG, 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, submitted or generated by or on behalf of the Customer through use of the Services, including listings, orders, buyer messages, configuration and any personal data processed therein.
• Marketplace — any third-party sales channel, platform or API you connect through the Services (including eBay, Amazon, Shopify), whose terms of service govern your use independently of these Terms.
• Documentation — the technical and user documentation we make available at docs.huup.com.
• Confidential Information — information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential given the context, excluding: (i) information that becomes publicly known through no breach of this agreement; (ii) information the recipient already knew at the time of disclosure; (iii) information received from a third party free of restriction; or (iv) information the recipient develops independently without using the disclosing party's Confidential Information.
• Fees — the subscription and other charges payable by the Customer as set out in the applicable Order or our published pricing schedule.

3. Account

To use the Services you must register an account and provide accurate, current and complete information. You're responsible for keeping your credentials confidential, for all activity under your account, and for telling us promptly about 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 you cancel before the renewal date. For annual plans, we will send a renewal reminder no less than 14 days 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 shall accrue interest at 4% above the Bank of England base rate per annum (as a contractual derogation from the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998), and we may suspend the Services on 7 days' written notice until all outstanding amounts are paid.
• Taxes — fees are exclusive of VAT and other applicable taxes, which we will add where required.
• Refunds — Except where required by applicable law, all fees are non-refundable once a billing period has commenced. No pro-rata refunds are provided for early cancellation within a billing period; however, cancellation before the next renewal date prevents further charges.

4.6 Fee changes

We may increase Fees on renewal with at least 30 days' prior written notice. If you do not accept the increase, you may cancel your subscription before the effective date of the increase without penalty. Continued use of the Services after the effective date constitutes acceptance of the revised Fees.

5. Free trial

Eligible new customers may use the Services free for 14 days, with no credit card required. At the end of the trial, select a paid plan to continue; otherwise your account will be suspended. If you do not upgrade to a paid plan within 30 days of suspension, your account will be downgraded to inactive and Customer Data will be deleted in accordance with 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 in your Customer Data. You grant Huup a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data only as needed to: (a) provide, maintain and support the Services; (b) comply with applicable law; and (c) as otherwise expressly authorised by you. Huup may use aggregated, anonymised data derived from Customer Data to improve the Services, provided no individual Customer or end-customer can be identified.

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.

Where Customer Data includes personal data (as defined in the UK GDPR), the processing of that personal data by Huup on your behalf is governed by our Data Processing Agreement (DPA), which is incorporated into and forms part of these Terms. A copy of the DPA is available at huup.com/dpa or on request from [email protected]. You accept the DPA by entering into these Terms.

8. Marketplace integrations

The Services allow you to connect to third-party marketplaces and platforms. Your use of each connected marketplace or platform is governed by that provider’s own terms of service. 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.

8.1 Amazon Selling Partner API

When you connect an Amazon Selling Partner account, Huup is registered as an Amazon Solution Provider and processes any Amazon Information accessed through the Services in accordance with the Amazon Selling Partner API Data Protection Policy and the Amazon Selling Partner API Acceptable Use Policy, including the requirements for encryption, retention, access controls and incident notification. You remain responsible for complying with Amazon's seller-facing policies, including the Selling on Amazon Agreement and any marketplace-specific terms applicable to your account.

8.2 Google Ads & Google Tag Manager

When you connect a Google Ads or Google Tag Manager account, you authorise Huup to create, manage and report on advertising and to set up conversion tracking on your behalf through Google's APIs. You remain responsible for the campaigns run on your accounts and for complying with Google's advertising policies and terms. Huup's access to Google user data is governed by the Google API Services User Data Policy, including the Limited Use requirements, as described in our Privacy Policy.

8.3 Etsy

The term 'Etsy' is a trademark of Etsy, Inc. This Application uses Etsy's API, but is not endorsed or certified by Etsy. DISCLAIMER: THIS APPLICATION IS SOLELY PROVIDED BY HUUP LTD. YOU ACKNOWLEDGE THAT ETSY, INC. AND ITS AFFILIATES ARE NOT THE APPLICATION DEVELOPER, DO NOT PROVIDE THE APPLICATION SERVICE, AND MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE APPLICATION OR DATA ACCESSED THROUGH IT.

8.4 Squarespace

When you connect a Squarespace site, Huup accesses order, product and inventory data through the Squarespace Commerce APIs under the authorisation you grant, and processes that data in accordance with the Squarespace Developer Terms and Squarespace Developer Policy. If that authorisation is removed, Huup stops accessing the site immediately and deletes or anonymises the buyer personal data it holds from that site within 24 hours, unless we are required by law to keep it. The term 'Squarespace' is a trademark of Squarespace, Inc. This Application uses the Squarespace APIs but is not endorsed or certified by Squarespace.

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 terms of satisfactory quality, fitness for 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 shall be liable for any indirect, incidental, special or consequential loss or damage, including loss of profits, revenue, anticipated savings, goodwill or data, howsoever arising (whether in contract, tort, breach of statutory duty or otherwise).
• 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 Huup against any third-party claims, losses, damages and costs (including reasonable legal costs) arising from: (a) your Customer Data; (b) your use of the Services in breach of these Terms; or (c) your violation of applicable law or third-party rights, including marketplace terms. Huup will: (i) notify you promptly of any such claim; (ii) give you sole control of the defence and settlement (subject to Huup's approval, not to be unreasonably withheld); and (iii) cooperate reasonably at your cost.

13.1 Huup IP indemnity

Huup shall indemnify and hold you harmless from any third-party claims alleging that the Services as provided by Huup directly infringe any UK or EU intellectual property right, provided that: (i) you notify Huup promptly in writing of any such claim; (ii) you give Huup sole control of the defence and settlement; and (iii) you provide reasonable cooperation at Huup's cost. This indemnity does not apply where the alleged infringement arises from: (a) your modification of the Services; (b) your combination of the Services with materials not provided by Huup; (c) your use of the Services other than in accordance with the Documentation; or (d) any Customer Data.

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 immediately on written notice, or terminate on 14 days' written notice if you commit a material breach and (where the breach is remediable) fail to remedy it within 14 days; or terminate immediately if the breach cannot be remedied 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 or irreversibly anonymise Customer Data within 90 days of termination, except to the extent we are required to retain it by applicable law or regulation (in which case we will isolate that data and limit its processing to the purposes required by law). 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 irrevocably submit to the exclusive jurisdiction of the courts of England and Wales 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.

18. Service levels

Huup will use commercially reasonable endeavours to maintain availability. Uptime commitments, service credits and maintenance windows are set out in the Service Level Schedule for your plan, which forms part of your Order. Where no Service Level Schedule applies, Huup gives no contractual uptime guarantee. Uptime figures in our marketing materials are targets, not contractual commitments.

19. Force majeure

Neither party is liable for any failure or delay (other than a payment obligation) to the extent caused by circumstances beyond that party's reasonable control — including acts of God, pandemic, governmental action, war, civil disturbance, terrorism, internet or telecoms failures, or the acts of third parties such as AWS. The affected party will notify the other promptly and use reasonable endeavours to mitigate.

20. Assignment

Neither party may assign or transfer this agreement without the other's prior written consent, except that Huup may assign without consent to: (i) an Affiliate; or (ii) a successor in a merger, acquisition, reorganisation or asset sale, provided the successor assumes Huup's obligations under these Terms. Any assignment in breach of this clause is void. 'Affiliate' means any entity that controls, is controlled by, or is under common control with Huup Ltd.

17. Contact

Notices and legal correspondence should be sent to: