Merchant Terms

In these terms:

• “we”, “us” and “OraSpot” mean ORASPOT LTD; “you” means the business that sells on OraSpot;
• “the OraSpot app” means the OraSpot sales channel app for Shopify;
• “your store” means the Shopify store you connect to OraSpot;
• “your dashboard” means your OraSpot seller dashboard on oraspot.co.uk;
• “a buyer” is someone who buys your products on OraSpot;
• “your share” is what we pay you for an order, as set out in section 6 (How and when you are paid).

The OraSpot app is made and run by OraSpot, not by Shopify. As between you, OraSpot and Shopify:

• OraSpot alone is responsible for the OraSpot app;
• Shopify is not liable for any fault in the OraSpot app or for any harm that may result from installing or using it;
• except where Shopify expressly says otherwise, Shopify cannot help you install or use the OraSpot app, so please contact us at team@oraspot.co.uk instead; and
• OraSpot alone is responsible for any liability that may arise from your access to or use of the OraSpot app, including its development, use, marketing, distribution, support and access, and our access to, use, distribution and storage of your store's data.

This section does not change the limits on our liability to you in section 17 (Our responsibility to you). Your use of Shopify itself is governed by your agreement with Shopify.

When you link your store, OraSpot:

• lists the products you publish to the OraSpot sales channel in your Shopify admin: we copy their titles, descriptions, images, options, variants, prices, SKUs, tags and stock levels into OraSpot, and update them when you change them in Shopify. If nothing is published to the channel, each catalogue sync (the first when you link your store, and any you start again) copies your whole catalogue, including draft and archived products, so you can see it in your OraSpot dashboard, but lists none of it. When the OraSpot sales channel is first created in your store, Shopify itself publishes your active products to it. After that, we list only the products you publish to OraSpot in Shopify, and a product you unpublish leaves OraSpot. If Shopify refused to add the OraSpot sales channel to your store, or we cannot read which products are published to it, we list nothing new. Draft and archived products are never listed, and gift cards are never copied or listed;
• shows them to buyers on oraspot.co.uk, including on your own OraSpot storefront;
• takes buyers' orders and payments for your products through OraSpot's own checkout, on your behalf: buyers pay OraSpot through Stripe, and we pass your share on to you;
• creates each paid order in your Shopify admin, marked as paid and attributed to the OraSpot channel, with the buyer's delivery details, so you can send it;
• emails the buyer an order confirmation and, when you fulfil the order in Shopify, a shipping email with tracking. We tell Shopify not to email the buyer, so the buyer hears only from OraSpot;
• records refunds on those orders when OraSpot refunds the buyer, and cancels an order you have not started to fulfil when its buyer is refunded in full;
• creates the OraSpot sales channel in your store when you first link it. The channel stays, with your publishing choices, if you disconnect, and is removed when you link a different store to your OraSpot account or uninstall OraSpot.

We never change or delete orders OraSpot did not create. By connecting your store you allow OraSpot to do the things listed above.

To sell on OraSpot you must:

• be 18 or over and sell as a business: a sole trader, a partnership or a limited company;
• be a brand based in the UK, selling your own products;
• sell physical goods that you own or have the right to sell;
• send OraSpot orders from a Shopify store that you own or are authorised to run;
• deliver to addresses in the UK;
• complete Stripe's identity checks for your payout account;
• give us your business's legal name, business type, business address, email address and phone number, and keep them up to date. UK law requires buyers to see who they are buying from, so we show your legal name, business type, business address and email address on your product pages, at checkout and in order confirmations;
• set up your Stripe payouts, your delivery charges and your business details (your business type, legal name, business address and business email, under "Details shown to buyers" in your Settings) in your OraSpot dashboard. Your products go live on OraSpot once your Stripe payouts, delivery charges and business details are set up, and until then buyers cannot see or buy them;
• be approved by us. We may refuse any application.

We do not accept:

• digital products, subscriptions or bundles;
• products that are illegal to sell in the UK, unsafe or counterfeit, or that infringe someone else's rights;
• weapons, tobacco and vapes, alcohol, medicines or adult products.

For example, a UK clothing brand that sells its own designs from its Shopify store and delivers across the UK can apply. A store that sells digital downloads, a brand based outside the UK, or a store that cannot deliver to UK addresses, cannot.

These are all the charges for selling on OraSpot and using the OraSpot app.

• You need a Stripe Connect Express account to be paid. Stripe sets it up with you and checks your identity, and Stripe's Connected Account Agreement applies to it.
• When a buyer pays, we work out your share of the order: the price of your items, less our commission, plus your delivery charge. We send it to your Stripe account, where it is held. If Stripe does not accept it when the buyer pays, your Payments page shows it as pending and we send it by hand.
• It becomes available 7 days after your parcel is delivered. When Shopify shows the order as delivered (from your carrier's tracking, or because you marked it delivered in Shopify), we record the delivery automatically. If it does not, for example for a parcel sent without tracking, mark your parcel as delivered on your OraSpot Orders page once your carrier confirms delivery. If an order also has items from other brands, you mark only your own parcel, and your share does not wait for theirs. If you cannot mark it, email team@oraspot.co.uk and we will.
• Every Monday we pay the money that has become available into your bank account through Stripe, once your available balance is at least £10. A smaller balance waits for the next Monday. How long the money then takes to reach your bank depends on Stripe and your bank.
• If a buyer disputes a payment, we may hold your share of that order while the dispute is open, as section 5 (Charges) explains.
• Your Payments page shows each order, its commission, your share and its status.

• Send each OraSpot order from your Shopify admin within the dispatch time you set on your Delivery tab. Buyers see that time at checkout.
• Add tracking to the Shopify fulfilment whenever your carrier provides it. When you mark the order fulfilled in Shopify, we email the buyer that it is on its way.
• If Shopify does not show the order as delivered (for example, a parcel sent without tracking), mark your parcel as delivered on your OraSpot Orders page once your carrier confirms delivery, or email team@oraspot.co.uk if you cannot (see section 6 (How and when you are paid)).
• Do not send an order that shows as cancelled in Shopify.
• Set your delivery charges on your Delivery tab. Your products are not shown to buyers until you have saved them. Buyers see them on your product pages, in their basket and at checkout, and you must deliver for the charge you set.
• Under UK law you must deliver within 30 days of the order, unless a different time was agreed with the buyer.

OraSpot handles cancellations, returns and refunds for buyers under our Refund and Returns Policy and UK consumer law. You agree to follow that policy, including the duties it sets for brands.

• Buyers contact OraSpot, not you. We contact you when we need you to act, at the email address on your account. Answer within 3 business days.
• Refunds are made by OraSpot through Stripe, to the buyer's original payment method. When we refund a buyer, we record the refund on the order in your Shopify admin (no money moves in Shopify), and cancel the Shopify order if nothing has been sent. An order that also holds other brands' items and is refunded only in part is not recorded in your Shopify admin.
• Do not refund or cancel an OraSpot order in Shopify yourself: that does not refund the buyer or change your payout. To cancel an order or agree a refund, email team@oraspot.co.uk.
• When a buyer cancels or returns items, we give them the business address you show buyers as the return address, unless you give us a different return address when we contact you about the return. Tell us as soon as the items arrive, so that we can refund the buyer within the 14 days the law allows.
• Accept the returns the law requires, including cancellations for any reason within 14 days of delivery and faulty or wrong items, and pay the return postage for faulty, damaged or wrong items.
• You bear the refunds of your own items and delivery charge, as section 5 (Charges) explains.

• OraSpot looks after buyers for you. Only contact a buyer directly about an OraSpot order when you need to in order to deliver it, for example about a courier problem.
• Buyers can review products they have bought on OraSpot once the items have been sent. You cannot change, hide or remove reviews, and you must not review your own products, ask for or reward reviews, or post fake ones. If you think a review breaks our rules, email us.
• Your listings must follow the content rules in our Terms and Conditions.

These are the main things that decide where your products appear:

• Main feed (Featured): one product from each brand in turn, in an order shuffled for each visit, so every brand gets a place near the top. Shoppers can instead sort it by newest or by price.
• Popular: the products ordered most in the last 30 days, then those with the best average rating, then the newest.
• New in: the newest products added in the last 30 days.
• Top rated: the highest average review rating, then the most reviews.
• Recommended for you: products from categories a shopper has shown interest in, through the interests they chose and their wishlist, orders and reviews.
• Search: products whose title, description, category, brand or tags match the shopper's words, newest first.
• Your storefront: in the order you choose in your storefront settings.
• Featured collections: chosen by our team.
• The Popular, New in and Top rated sections show only products that are in stock.

Brands cannot pay to rank higher: there is no paid placement on OraSpot. We rank this way so shoppers see a wide range of brands and the products other shoppers rate well.

• We show your products on oraspot.co.uk and on your OraSpot storefront.
• We may also feature them in OraSpot's own marketing, for example on our social media, in emails to people on our mailing lists and in online adverts.
• Shoppers who have bought your products may post videos about them and share links to them. What a sale they bring you costs is in section 5 (Charges).
• You are free to sell your products anywhere else, at any price. Nothing in these terms stops you selling to anyone through your own channels, including people who have bought from you on OraSpot.

You keep ownership of your product content, including titles, descriptions, photos, videos, logos and brand names. You give OraSpot a non-exclusive, royalty-free licence to copy, store, resize and format, show and promote that content on OraSpot and in OraSpot's own marketing while you sell on OraSpot. The licence ends when you leave, except that we do not have to withdraw marketing already published, and we may keep what we need for orders already placed and for our legal records.

You promise that you have the right to give us this licence, and that our use of your content as these terms allow will not infringe anyone's rights.

You promise that:

• you own, or are authorised to run, the Shopify store you connect;
• you have the right to sell every product you list, and each one is genuine, safe, lawful to sell in the UK and labelled as UK law requires;
• your listings, prices and stock levels are accurate, and you have the right to share your product data with us;
• you will tell us at once about any product recall or safety problem affecting a product you sell on OraSpot, and take it off sale;
• you will comply with the law, including consumer, product safety, data protection and tax law;
• the information you give us about your business is true and kept up to date.

Stripe checks the identity of each brand before paying it. OraSpot does not otherwise verify brands, and does not promise buyers or anyone else who a brand is beyond the details the brand gives us.

You will repay OraSpot for any loss, damage, fine, cost (including reasonable legal costs) or claim that OraSpot suffers because of: the products you list, including their safety and labelling and any breach of someone else's rights; your product content; your failure to send an order or to honour a buyer's legal rights; your breach of these terms; or your breach of the law, including data protection law. This does not apply to the extent that the loss was caused by OraSpot's own breach of these terms or negligence.

• Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow us to limit.
• We are not liable to you for loss of profit, loss of business, loss of goodwill or any indirect or consequential loss.
• Our total liability to you in any 12 months is limited to the commission and fees we charged you in that period, including those taken from your payouts. This limit does not apply to your share of buyers' payments, which we must pay you under these terms.
• We work to keep OraSpot and the OraSpot app running, but we cannot promise they will never be interrupted. We may pause them to make changes or repairs.

We may restrict your account or listings, take products off sale or suspend your account only if:

• you break these terms or our content rules;
• we receive credible reports that a product is illegal, unsafe or counterfeit, or infringes someone's rights;
• you repeatedly send orders late, cancel orders or leave refund requests unanswered;
• we suspect fraud or a security risk;
• Stripe or Shopify suspends your account with them; or
• the law or a regulator requires it.

When we do this, we email you our reasons at the time or before, unless the law does not allow us to, and you can reply to explain or put things right. If we restrict only some of your listings, we tell you which ones and why.

We may close your account for any reason by giving you at least 30 days' notice by email, with our reasons. We may close it straight away, with reasons, only if the law requires it or you have repeatedly broken these terms.

Orders already placed must still be sent. Once the holds on your last orders end, we pay you what we owe, less any refunds.

• You can disconnect at any time from your OraSpot dashboard or from the OraSpot page in your Shopify admin. We delete our copy of your access tokens straight away, stop syncing and take your products off sale on OraSpot. Uninstalling OraSpot from Shopify also ends our access on Shopify's side.
• Orders already in your Shopify admin stay there for you to send. After you disconnect we no longer hear when you send them, so mark each open OraSpot order as shipped, with its tracking number, on your OraSpot Orders page, or email the tracking to team@oraspot.co.uk and we will tell the buyer.
• If you disconnect but keep the app installed, we keep your product data, hidden from buyers, so you can reconnect without losing your listings. If you uninstall the app or close your account, we delete it within 30 days.
• To close your OraSpot account, email team@oraspot.co.uk. We confirm by email, take your products off sale and pay any money due once the holds on your last orders end.
• These terms end when your account closes, but the parts about money owed, personal data, your promises, responsibility for losses and the law continue to apply.

If you have a complaint about OraSpot, email team@oraspot.co.uk with “Complaint” in the subject. We acknowledge it, look into it and tell you the outcome and our reasons. If we cannot resolve it, either of us can go to court, as section 22 (Law, notices and general) explains.

• We may change these terms to reflect changes in the law, in our services or in how we run OraSpot, or to correct mistakes.
• We email you any change at least 15 days before it takes effect, and give you longer if you need time to adapt, for example to change your products or prices. The email says what is changing.
• If you do not agree, you can close your account before the change takes effect.
• We make a change sooner only if the law or a regulator requires it, or to deal with an unforeseen risk of fraud, malware, spam or a security breach.
• We record which version of these terms you accepted. The version and date are at the top of this page.

• These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute about them.
• We send notices to the email address on your account. You send them to team@oraspot.co.uk.
• Nothing in these terms makes us partners, or makes you our employee or agent.
• You may not transfer your account or these terms to anyone else without our written agreement.
• If a court decides that part of these terms cannot be enforced, the rest still applies. If we do not enforce a term straight away, we can still enforce it later.