Terms of Service

1. About these Terms

These Terms of Service (the “Terms”) are a legally binding contract between you (“you”, “your”, or the “Vendor”) and Orbit Technologies Limited, a company incorporated in England and Wales with company number 07259336 and registered office at 2-6 Abington Square, Northampton, England, NN1 4AA, trading as Orbit Commerce (“Orbit Commerce”, “we”, “us”, or “our”).

By creating an account, signing in, accessing the Service, or clicking to accept these Terms, you confirm that you have read, understood, and agree to be bound by these Terms and by every document incorporated into them by reference, including our Acceptable Use Policy, Privacy Policy, Cookie Policy, Data Processing Addendum, Service Level Agreement, Refund and Cancellation Policy, and any product- or programme-specific terms that apply to features you choose to use. If you do not agree to these Terms, you must not access or use the Service.

If you accept these Terms on behalf of a company, partnership, or other legal entity, you confirm that you have authority to bind that entity, and the words “you” and “Vendor” in these Terms refer to that entity.

2. Definitions

In these Terms:

• “Service” means the Orbit Commerce platform (including our websites, vendor dashboards, page builder, hosted storefronts, APIs, themes, apps, partner programmes, and any related software, documentation, and support).
• “Vendor Account” means the account you register to access and use the Service.
• “Vendor Content” means any text, images, video, audio, code, product data, design files, or other materials you upload, publish, or store on the Service.
• “Storefront” means the customer-facing online shop you operate using the Service.
• “Customer” means an end-customer who visits or purchases from your Storefront.
• “Customer Personal Data” means personal data relating to your Customers that we process on your behalf as your processor under UK GDPR.
• “Fees” means the subscription, transaction, and other fees payable for the Service, as set out on our pricing page or in your order.
• “UK GDPR” means the United Kingdom General Data Protection Regulation as defined in the Data Protection Act 2018.
• “Third-Party Services” means apps, themes, payment gateways, shipping providers, marketplaces, and other services provided by parties other than us that you choose to use in connection with the Service.

3. Changes to these Terms

We may amend these Terms from time to time. If we make material changes that adversely affect your rights or obligations, we will give you at least thirty (30) days’ notice before the changes take effect, by posting a notice in the vendor dashboard or by email to the address associated with your Vendor Account. Non-material changes (including clarifications, typographical corrections, or changes required by law) may take effect immediately on posting.

If you do not agree to a material change, your sole remedy is to terminate your Vendor Account before the change takes effect, in accordance with section 22 (Term and Termination). Continuing to use the Service after the effective date constitutes acceptance of the amended Terms.

4. The Service

The Service is a software-as-a-service ecommerce platform that lets businesses create, host, and operate online stores. The exact features and limits available to you depend on the plan or programme you have purchased. We may add, modify, or remove features, integrations, or limits from time to time, and we may make material changes with reasonable advance notice in accordance with section 3.

The Service is provided for business use only. The Service is not designed for, and must not be used for, processing health information regulated under specific health data laws (for example, HIPAA-protected health information in the United States), government-classified information, or any other category of data we expressly do not support.

5. Eligibility and Account

You must be at least eighteen (18) years old, legally able to enter into binding contracts, and not subject to any sanctions regime that would prevent you from using the Service. You must register accurate, complete, and current information when you create your Vendor Account and keep that information up to date.

You are responsible for the security of your account credentials and for all activity that takes place under your Vendor Account, including activity by your staff, contractors, or anyone you authorise. You must notify us promptly at support@orbitcommerce.net if you suspect that your credentials have been compromised or that there has been any unauthorised access to your Vendor Account.

You must not share your credentials with anyone else, and you must not let more than one person use the same set of credentials. Where the Service supports it, you must enable multi-factor authentication on owner and administrator accounts.

6. Subscriptions, Fees, and Taxes

Subscription Fees are charged in advance for the billing period you select (monthly or annual) and renew automatically at the end of each billing period unless you cancel before the renewal date. Transaction-based Fees and usage-based Fees are charged in arrears for the relevant period.

All Fees are stated exclusive of VAT, sales tax, and any other applicable taxes and duties, which we will add at the rate in force at the time of the charge unless we specifically state that VAT or tax is included. You are responsible for any withholding tax, and you must gross up your payment so that we receive the full amount due.

You authorise us (and our third-party payment processors) to charge your chosen payment method for all Fees due. If a charge fails, we may retry the charge, contact you to update your payment method, and suspend or restrict your Vendor Account if Fees remain unpaid for more than fourteen (14) days after the due date.

We may change our pricing from time to time. We will give you at least thirty (30) days’ advance notice before any price change takes effect. Price changes will not apply to any annual term you have already paid for.

7. Payment Processing

The Service integrates with third-party payment processors (for example, Stripe and PayPal) so that you can accept payments from your Customers. Use of those processors is governed by their own terms, which you must accept directly with them. We are not a payment institution and we are not the merchant of record for sales through your Storefront. We do not hold Customer funds.

Chargebacks, refunds, reserve requirements, and any compliance with card scheme rules or applicable financial regulation are matters between you and the relevant payment processor. You are responsible for compliance with PCI-DSS to the extent it applies to your use of the Service.

8. Refunds, Downgrades, and Cancellation

Except where the law requires otherwise and as set out in our Refund and Cancellation Policy, Fees you have paid are non-refundable. You may cancel your subscription at any time through the vendor dashboard or by contacting accounts@orbitcommerce.net. Cancellation takes effect at the end of your current billing period, and we will not pro-rate Fees you have already paid.

You acknowledge that these Terms are entered into between you (acting as a business) and us, and that consumer protection laws and rights (including the statutory cancellation rights for distance contracts in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) do not apply to your purchase of the Service. Nothing in this section limits any non-excludable rights your end customers may have when they buy from your Storefront.

9. Your Storefront, Your Customers

You are solely responsible for your Storefront, the products and services you sell, the prices you charge, the descriptions and imagery you publish, the fulfilment of orders, your returns and refunds policies, customer support, and your compliance with all laws that apply to your business, including consumer protection law (such as the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 in the United Kingdom), advertising and product safety law, tax law, and any sector-specific rules.

You are the “trader” or “seller” for the purposes of consumer law. We have no contractual relationship with your Customers as a result of their purchases through your Storefront and we are not party to those transactions.

You must publish accurate trader information, complaint handling information, and a valid contact route to your Customers in line with applicable law (including the Electronic Commerce (EC Directive) Regulations 2002 and the Provision of Services Regulations 2009 where they apply).

10. Customer Personal Data and Data Protection

When you use the Service to operate your Storefront, you are the data controller of Customer Personal Data and we act as your processor. Our Data Processing Addendum forms part of these Terms and sets out the obligations we owe under Article 28 UK GDPR, including security measures, sub-processor arrangements, international transfers, audit rights, and breach notification.

You are responsible for: (a) having a lawful basis for processing Customer Personal Data; (b) providing your Customers with the required privacy information; (c) honouring data subject requests; (d) configuring the Service to reflect your data protection choices (for example, cookie banners, marketing consent, retention settings); and (e) registering with the Information Commissioner’s Office and paying the data protection fee if required.

We will not use Customer Personal Data, your Vendor Content, or your transaction data to train any artificial intelligence model or large language model without your explicit prior consent. We may use aggregated, anonymised, and de-identified data to operate, secure, and improve the Service in line with the Privacy Policy and DPA.

11. Vendor Content

You retain all ownership and intellectual property rights in your Vendor Content. To let us provide the Service, you grant us a non-exclusive, worldwide, royalty-free, sublicensable (to our hosting and content delivery providers) licence to host, reproduce, transmit, adapt, and display Vendor Content for the limited purposes of operating, securing, backing up, and supporting the Service for you. This licence ends when the Vendor Content is deleted from the Service, except for retention of backup copies or where retention is required by law.

You represent and warrant that you own, or have all rights necessary to license to us, all Vendor Content, and that Vendor Content does not infringe the rights of any third party. We may remove or restrict access to Vendor Content if we receive a credible complaint, court order, or regulator request, or where we reasonably believe the Vendor Content breaches these Terms, the Acceptable Use Policy, or applicable law. We will notify you where it is lawful and practicable for us to do so.

12. Acceptable Use

Your use of the Service must comply with our Acceptable Use Policy, which forms part of these Terms. Breach of the Acceptable Use Policy is a material breach of these Terms and may result in suspension or termination under sections 21 and 22.

13. Third-Party Services and Integrations

The Service may make Third-Party Services available to you (for example, payment gateways, shipping carriers, marketing tools, themes, apps, and AI features provided by third parties). Third-Party Services are governed by the terms of the provider of that service, not by these Terms. You are responsible for accepting those terms and for any fees that provider charges you directly.

We do not guarantee the availability, quality, or accuracy of Third-Party Services. We are not responsible for any loss or damage arising from your use of Third-Party Services, except to the extent caused directly by our negligence or breach.

14. Service Availability and Support

We will use commercially reasonable efforts to make the Service available, and we aim for high availability, as described in our Service Level Agreement. We do not, however, guarantee any particular level of uptime or that the Service will be uninterrupted.

The Service is provided “as is” and “as available” as set out in section 18, and we do not provide service credits or other financial compensation if the Service is unavailable. Our total liability is limited as set out in section 19.

15. Confidentiality

Each party may receive Confidential Information from the other. “Confidential Information” means non-public information that, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential, including pricing, technical information, security information, business plans, and Customer Personal Data.

Each party will use the other’s Confidential Information only to perform its obligations and exercise its rights under these Terms, will protect it with at least the same care it uses for its own confidential information (and in no event less than reasonable care), and will not disclose it except to its personnel, professional advisers, or sub-processors who need to know it and are bound by confidentiality obligations. These obligations apply during the term and for five (5) years after termination.

16. Intellectual Property

The Service, and all intellectual property rights in the Service, are and remain owned by us or our licensors. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service in accordance with these Terms for the duration of your subscription.

You must not (and must not allow any third party to): (a) copy, modify, distribute, sell, sublicense, or rent any part of the Service; (b) reverse engineer, decompile, or attempt to extract the source code of the Service except to the limited extent permitted by law; (c) remove or alter any proprietary notices; (d) use the Service to build a competing service; or (e) use the Service or any Service-generated data to train, fine-tune, or develop any machine learning model or artificial intelligence system without our prior written consent. The Orbit and Orbit Commerce names and logos are our trade marks and you must not use them except in accordance with our brand guidelines or with our written permission.

17. Feedback

If you give us suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback for any purpose without obligation to you. We will not identify you as the source of any feedback without your consent.

18. Warranties and Disclaimers

We warrant that we will provide the Service with reasonable skill and care.

Except for that warranty, and to the maximum extent permitted by law: the Service is provided “as is” and “as available”; we make no other representations, warranties, conditions, or guarantees, whether express, implied, statutory, or otherwise, including any implied terms or warranties of satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, or arising from a course of dealing or usage of trade; we do not warrant that the Service will be uninterrupted, secure, error-free, free of viruses or malicious code, available at any particular time or to any minimum level of availability, or that defects will be corrected; and we do not warrant any results from the use of the Service, including any sales, revenue, search ranking, or business outcome.

You acknowledge that you are responsible for the choice of the Service for your business and for the results you obtain from using it.

19. Limitation of Liability

This section sets out our total financial responsibility to you under or in connection with these Terms. Please read it carefully.

19.1 Liabilities we do not exclude

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability under section 2(3) of the Consumer Protection Act 1987; or (d) any other liability that cannot be excluded or limited under applicable law.

19.2 Losses we exclude

Subject to section 19.1, we will not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

• loss of profits, revenue, business, sales, or anticipated savings, whether direct or indirect;
• loss of goodwill or reputation, whether direct or indirect;
• loss of customers, contracts, or opportunities, whether direct or indirect;
• loss or corruption of data (other than data we hold on your behalf, which is governed by the Data Processing Addendum);
• business interruption or wasted management time, whether direct or indirect; or
• any indirect, special, exemplary, punitive, or consequential loss.

19.3 Overall cap on our liability

Subject to sections 19.1 and 19.2, our total aggregate liability arising out of or in connection with these Terms in any twelve (12) month period will not exceed the greater of (a) the Fees you have actually paid to us under these Terms during that twelve (12) month period, or (b) one thousand pounds sterling (£1,000).

19.4 Acknowledgement

You acknowledge that the allocation of risk in this section 19 (including the limits and exclusions) is fair and reasonable in the context of the commercial nature of the Service, the Fees, the availability of insurance, and your ability to insure against risks not allocated to us. You acknowledge that the Fees would be materially higher if we were to accept a wider allocation of risk.

20. Indemnification

20.1 Our indemnity to you. Subject to section 19, we will defend you against any third-party claim that your use of the Service in accordance with these Terms infringes that third party’s United Kingdom copyright, registered trade mark, or registered design right, and we will pay damages and reasonable legal costs finally awarded against you (or the amount of any settlement we approve in writing). This indemnity does not apply to claims arising from: (a) Vendor Content; (b) your use of Third-Party Services; (c) modifications to the Service made by anyone other than us; (d) use of the Service in breach of these Terms; or (e) use of the Service after we have notified you to stop because of an actual or alleged infringement.

20.2 Your indemnity to us. You will defend, indemnify, and hold us and our officers, employees, contractors, and affiliates harmless from any third-party claim, demand, or proceeding, and any damages, fines, penalties, and reasonable legal costs arising out of: (a) Vendor Content; (b) your products, services, or business operations; (c) any claim brought by your Customers, suppliers, employees, contractors, or other counterparties; (d) your breach of these Terms or any law; or (e) your tax, consumer protection, or data protection obligations.

21. Suspension

We may suspend all or part of the Service or your Vendor Account where we reasonably believe that: (a) you have materially breached these Terms (including the Acceptable Use Policy); (b) there is a credible threat to the security, integrity, or stability of the Service or our other vendors; (c) we are required to do so by law, regulator demand, or court order; (d) Fees remain unpaid for more than fourteen (14) days after the due date; or (e) the activity on your Vendor Account exposes us or any third party to material legal, regulatory, financial, or reputational risk.

Where the circumstances allow, we will give you advance notice of the suspension and a reasonable opportunity to remedy the issue before suspending. Where the risk is imminent or serious (for example, a security incident, sanctions exposure, sale of prohibited items, or a regulator demand), we may suspend immediately and notify you as soon as reasonably practicable afterwards.

We will lift the suspension once the issue has been resolved to our reasonable satisfaction. Continued breach without remediation may lead to termination under section 22.

22. Term, Termination, and Effect of Termination

These Terms apply from the date you first accept them and continue until terminated in accordance with this section.

You may terminate for convenience at any time by cancelling your subscription through the vendor dashboard. Cancellation takes effect at the end of your current billing period.

Either party may terminate for cause with immediate effect by written notice if the other party: (a) commits a material breach of these Terms and (if the breach is capable of remedy) fails to remedy it within thirty (30) days of written notice requiring it to do so; (b) becomes insolvent, enters administration, has a receiver or liquidator appointed, or undergoes an analogous event in any jurisdiction; or (c) ceases or threatens to cease to carry on business.

We may terminate on at least thirty (30) days’ notice if we decide to withdraw the Service generally, or where required to do so by law, regulator demand, or sanctions.

On termination: (a) your right to access and use the Service ends; (b) any Fees that accrued before termination remain due; (c) you may export your Vendor Content and a copy of your Customer Personal Data for a period of thirty (30) days after termination using the tools we make available, after which we may delete Vendor Content and Customer Personal Data (subject to the retention provisions of the Data Processing Addendum and any legal retention obligations); and (d) any clauses that by their nature should survive termination (including sections 10, 11, 15, 16, 19, 20, 26, and 31) will survive.

23. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that the failure or delay is caused by an event beyond its reasonable control, including: act of God; war, terrorism, civil disorder, sabotage; epidemic, pandemic, or public-health emergency; flood, fire, earthquake, or extreme weather; act of any government or regulator; failure of internet backbone, public utilities, telecommunications, electricity, or third-party hosting, cloud, or content delivery networks; cyber attack or distributed denial-of-service attack on infrastructure outside the affected party’s reasonable control; and labour disputes other than those involving the affected party’s own workforce (a “Force Majeure Event”).

The affected party must notify the other party as soon as reasonably practicable, use reasonable endeavours to mitigate the effect, and resume performance as soon as reasonably possible.

Section 23 does not apply to the extent that the failure or delay was caused or contributed to by the affected party’s own breach, negligence, or wilful misconduct, or by something the affected party should reasonably have prevented. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms on written notice without further liability.

24. Sanctions, Export Control, and Anti-Bribery

You confirm that you, your owners, your directors, and your beneficial owners are not on any UK, EU, US, or UN sanctions list, and that you will not use the Service to process transactions for any sanctioned person, in or for a sanctioned territory, or in breach of UK, EU, or US export control laws.

Each party will comply with applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010. Neither party will offer, give, or accept any improper financial or other advantage in connection with these Terms. Our Anti-Bribery and Corruption Policy sets out the expectations that apply to vendors, partners, and suppliers.

25. Notices

Notices to you may be given by email to the address registered on your Vendor Account or by posting in the vendor dashboard. Notices to us must be sent by email to support@orbitcommerce.net and, for formal notices (including notices of breach, termination, or proceedings), also by post to our registered office addressed to “The Company Secretary”. Notices are deemed received on the next business day after sending (for email) or two business days after posting (for first-class post).

26. Assignment

You may not assign, transfer, sub-contract, or otherwise dispose of any rights or obligations under these Terms without our prior written consent (not to be unreasonably withheld). We may assign, transfer, or sub-contract any of our rights or obligations to any member of our group of companies or to a successor on a sale, merger, or reorganisation, on written notice to you.

27. Subcontracting

We may use subcontractors (including sub-processors for the purposes of UK GDPR) to perform our obligations under these Terms. We remain responsible for the acts and omissions of our subcontractors as if they were our own.

28. No Partnership or Agency

These Terms do not create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to act in the other’s name.

29. Third-Party Rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

30. Severability

If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision will be deemed deleted. The remainder of these Terms will continue in full force and effect.

31. Entire Agreement

These Terms, together with the documents incorporated by reference in section 1, constitute the entire agreement between you and us in relation to the Service and supersede any prior agreement, understanding, or arrangement (whether written or oral) between you and us in relation to the Service. Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in these Terms.

32. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, except that we may bring proceedings against you in any court of competent jurisdiction to enforce our intellectual property rights or to obtain interim or protective relief.

33. Company Information