Terms of Service

1. Definitions and Interpretation

"Agreement" means these Terms of Service together with any Order Form, Service Schedule, or other documents expressly incorporated by reference. "Customer", "you", and "your" refer to the business entity or individual accepting this Agreement. "Services" means the ShopyWave software platform, APIs, dashboards, and any associated support services. "Hardware" means any physical POS terminals, peripherals, or accessories supplied by ShopyWave. "ShopyWave", "we", "us", and "our" refers to ShopyWave Ltd.

2. Acceptance of Terms

By creating an account, subscribing to a plan, ordering hardware, or using any ShopyWave service, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a business entity, you represent that you have authority to bind that entity.

These Terms of Service constitute a legally binding agreement. If you do not agree to these terms, you must not use our services.

3. Services

3.1 Platform Access

Subject to payment of applicable fees and compliance with this Agreement, ShopyWave grants you a non-exclusive, non-transferable, revocable licence to access and use the ShopyWave platform for your internal business operations during the subscription term.

3.2 Availability

We target 99.9% monthly uptime for the ShopyWave platform, excluding scheduled maintenance windows (which we will notify you of at least 24 hours in advance) and events beyond our reasonable control. Our current uptime performance is published on our status page.

3.3 Updates and Changes

We continuously develop the ShopyWave platform. We may add, modify, or remove features with reasonable notice. We will not make changes that materially reduce core functionality without providing at least 30 days' written notice.

4. Account Registration and Security

You must provide accurate and complete information when creating an account and keep this information current. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately of any suspected unauthorised access. We are not liable for losses resulting from unauthorised account access where you have failed to take reasonable security precautions.

5. Fees and Payment

5.1 Subscription Fees

Subscription fees are as specified in your Order Form or on our pricing page at the time of purchase. Fees are payable monthly or annually in advance depending on your chosen plan. All prices are exclusive of applicable taxes (including VAT) unless stated otherwise.

5.2 Hardware Fees

Hardware is invoiced separately at the point of order. Title to hardware passes to you upon full payment. Risk of loss or damage passes to you upon delivery.

5.3 Payment Terms

Invoices are due within 14 days of issue. We reserve the right to suspend access to the platform for accounts with overdue balances of more than 30 days. We will provide at least 7 days' written notice before suspension. Interest on late payments may be charged at 8% per annum above the Bank of England base rate.

5.4 Price Changes

We will provide at least 30 days' written notice of any fee increases. If you do not accept the new pricing, you may terminate your subscription without penalty before the new pricing takes effect.

6. Acceptable Use

You agree to use ShopyWave services only for lawful business purposes and in accordance with all applicable laws and regulations. You must not:

• Use the platform to process transactions for illegal goods or services
• Attempt to reverse-engineer, decompile, or extract source code from our software
• Share your account credentials with unauthorised third parties
• Use the platform in a way that could damage, disable, or impair our infrastructure
• Misrepresent your identity or business when using our services
• Violate any applicable payment card industry rules or regulations

7. Data and Privacy

Our processing of personal data is governed by our Privacy Policy and, where applicable, a Data Processing Agreement (DPA). As a platform customer, you are the data controller for your customers' personal data processed through ShopyWave. We act as your data processor. Our DPA sets out the terms of this arrangement and is available upon request.

You retain ownership of all data you input into the platform. Upon termination, we will make your data available for export for 90 days, after which it will be securely deleted.

8. Intellectual Property

ShopyWave retains all intellectual property rights in the platform, software, hardware designs, documentation, and brand assets. Nothing in this Agreement transfers any ownership of intellectual property to you. You grant ShopyWave a limited licence to use your business name and logo for case studies and marketing purposes, which you may revoke at any time in writing.

9. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is reasonably understood to be confidential. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. Warranties and Disclaimers

ShopyWave warrants that the platform will perform materially in accordance with our documentation under normal use. Hardware is warranted against manufacturing defects for 3 years from the date of delivery (see our Hardware Warranty Policy for details).

Except as expressly stated, the services are provided "as is". We disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose, to the maximum extent permitted by law.

11. Limitation of Liability

To the maximum extent permitted by law, ShopyWave's total aggregate liability to you for any claims arising under or in connection with this Agreement shall not exceed the total fees paid by you in the 12 months preceding the claim. We shall not be liable for any indirect, consequential, special, or incidental losses including loss of revenue, profit, or business opportunity, even if we have been advised of the possibility of such losses. Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

12. Term and Termination

This Agreement commences when you accept these terms and continues until terminated. Monthly subscriptions may be cancelled with 30 days' written notice. Annual subscriptions may be cancelled at end of the subscription year. Either party may terminate immediately on written notice if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of notice. Upon termination, your access to the platform will cease at the end of your paid period.

13. Governing Law and Disputes

This Agreement is governed by and construed in accordance with the laws of England and Wales. Any disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales. We encourage you to contact us first to resolve disputes informally before initiating formal proceedings.

14. General

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. If any provision is found to be unenforceable, the remaining provisions continue in full force. No failure or delay in exercising any right constitutes a waiver. Notices under this Agreement must be in writing and sent to the addresses specified in your Order Form or to our registered office.

15. Contact

For legal enquiries, please contact: contact@shopywave.com or write to ShopyWave Ltd, 2534 W Ridge Rd, Rochester, NY 14626.