1. Definitions
Service Fee – A percentage fee per transaction between a Merchant and a Customer facilitated through the Services (not including Payment Processing Fees and VAT).
Customer(s) – A customer purchasing products or services from Merchants.
Customer Data – All Customer data generated via the SOUS OS and Services.
Direct Agreement – The direct agreement between a Customer and a Merchant constituted by the purchase of a product or service.
Embedded Commerce – Storefront and checkout functionality embedded in Merchant's own digital channels.
Merchant – Any business that is a registered user of the Portal.
Payment Processing Fees – All fees imposed by the SOUS Payment Service, card networks, payment schemes, and acquiring banks.
Services – Any service provided by SOUS to Merchant, including the SOUS OS, SOUS Portal and SOUS Payment Services.
SOUS – Acroya B.V., Vijzelstraat 77A (1017HG) Amsterdam, the Netherlands.
SOUS OS – Software, infrastructure, modules, APIs, and platform services relating to the Portal and the Services.
SOUS Payment Service – Third-party payment processing services made available through the Services, including Stripe.
Subscription Fee – The recurring fee payable by the Merchant for the Subscription Plan, exclusive of VAT.
Subscription Plan – The module(s) and tier(s) of Services selected by the Merchant upon registration.
Portal – The interface used to access and operate SOUS OS and the Services.
Third Party – Any third party engaged by the Merchant or SOUS to facilitate delivery of products and services.
2. Services and License Grant
SOUS provides Merchants with the Services as a cloud-based SaaS to grow commerce, manage operations, and sell directly to Customers via an embedded storefront. SOUS grants Merchant a non-exclusive, non-transferable right to access and use the Services during the Term. Merchant may not reverse engineer or decompile the Services. SOUS shall maintain the Minimum Functionality Baseline; if permanently removed without a functional equivalent, Merchant may terminate and receive a pro-rata refund.
3. Subscription Plan
Subscriptions commence on the earlier of: (i) completion of onboarding; or (ii) seven (7) days after acceptance of these Terms. SOUS may adjust Subscription Plans and Fees with at least thirty (30) days' advance notice for material changes. Merchant may terminate within fourteen (14) days of such notification.
4. Third Party Services
Third-Party Services are not included in the Subscription Plan. Merchant is solely responsible for obtaining required licences. SOUS is not liable for the performance, availability, or security of any Third-Party Service.
5. Fees & Billing
Subscription Fees are billed monthly in advance.
Service Fee is 1% of gross transaction value per transaction, unless a different rate is set out in the Subscription Plan.
Payment Processing Fees are the sole responsibility of the Merchant.
All fees are exclusive of VAT.
SOUS may increase Subscription Fees once per year by the greater of 5% or CPI, upon 30 days' written notice.
On non-payment: statutory commercial interest plus €40 fixed fee and €50 penalty per unpaid invoice.
6. Term and Termination
The initial minimum term is three (3) months. Monthly contracts auto-renew unless cancelled with at least 30 days' notice. Annual plans auto-renew unless cancelled at least 30 days prior to renewal. Upon termination, access ends and all outstanding payments are immediately due.
7. Registration and Account
Merchants must register an account and are solely responsible for the security of their credentials. SOUS may close an account immediately in case of abuse or violation of these Terms.
8. Accuracy of Information
Merchants are solely responsible for the accuracy of all information published through the Portal, including product details, pricing, allergens, and availability.
9. Merchant Responsibilities
Merchant is solely responsible for the legality, safety, and compliance of what it sells. Merchant agrees not to list illegal goods, violate third-party IP, spread malware, or misuse the Services. During the Term and for six (6) months thereafter, Merchant shall not solicit SOUS merchants or partners for directly competitive services.
10. Direct Agreements
Merchant is the merchant of record for all Direct Agreements. SOUS is not responsible for their fulfilment. Merchant is solely responsible for order fulfilment, customer communication, allergen information, cancellations, returns, and refunds. Settlements are visible in the Portal immediately; transfers typically occur within 3–7 business days.
11. Logistics & Delivery
Merchant is solely responsible for product labelling, packing, quality controls, and selecting delivery providers. SOUS acts solely as a digital intermediary and is not the carrier or seller of goods. For any alleged loss or non-delivery, Merchant must notify SOUS within 48 hours with supporting evidence.
12. Data Processing and Privacy
Merchant acts as the controller and SOUS acts as a processor under the GDPR. SOUS shall not use Customer Data for its own direct marketing. The Parties shall enter into a Data Processing Agreement (DPA). SOUS shall notify Merchant within 48 hours of a personal data breach. Upon termination, SOUS shall return or delete all Customer Data within 30 days.
13. Customer Data Processing
Merchant is the controller of all Customer personal data and shall ensure a valid legal basis exists for each processing purpose. Customer Data shall be used solely for the performance of Direct Agreements.
14. Service Levels & Availability
SOUS targets a monthly uptime of at least 99%. This is a reference target only and does not constitute a contractual guarantee. Standard support is available on Dutch business days, 10:00–18:00 CET.
15. Updates
SOUS may modify the Portal at any time, provided updates do not have a materially adverse effect on the functionality of the Services.
16. Intellectual Property Rights
SOUS holds all IP rights in the Services. Use of the Services does not grant Merchant any IP rights. Merchant grants SOUS a non-exclusive licence to use Merchant's name, logo, and images for marketing purposes.
17. Confidentiality
Merchants shall keep confidential all information received from SOUS, including all information relating to the Portal, SOUS OS, and Services.
18. Indemnification & Liability
Neither party is liable for indirect or consequential damages. SOUS's total liability is capped at the total fees paid by Merchant in the preceding year. Merchant must maintain commercially reasonable product liability and cargo/transport insurance.
19. Force Majeure
Neither party is liable for failure due to events beyond its reasonable control. If a force majeure event persists for more than forty (40) consecutive days, the other party may terminate by written notification.
20. Other
These Terms are severable. Merchant may not assign its rights without SOUS's prior written consent. Material changes will be notified at least thirty (30) days in advance.
21. Governing Law & Jurisdiction
These Terms are governed by the laws of the Netherlands. All disputes shall be exclusively submitted to the competent court of Amsterdam.
22. Complaints, Comments & Suggestions
Acroya B.V.
Vijzelstraat 77A, 1017 HG Amsterdam, The Netherlands
Email: [email protected]