Supplementary Terms of Service for E.U. Merchants

Last updated on: July 9, 2020

As used in these Supplementary Terms of Service (“P2B Terms”), “we”, “us” and “Shopify” means Shopify International Limited, and “you”, “your” and “Merchant” means you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity).

These P2B Terms supplement and amend the Shopify Terms of Service (“Shopify Terms of Service”) solely for E.U. based Merchants who use the P2B Services (as defined below). If you do not use the P2B Services, then these P2B Terms do not apply to you.

The “P2B Services” mean the core Shopify services that enable an E.U. based Merchants to host their online Store(s) in order to sell products and services to consumers located in the E.U. and which Shopify services are subject to the “Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online information services” (“P2B Regulation”). The P2B Services do not include the Out of Scope Services (as defined below).

If the P2B Terms apply to you, then the Shopify Terms of Service, including all of the documents incorporated by reference in the Shopify Terms of Service, govern your use of the P2B Services generally, except as supplemented and amended by these P2B Terms. You may also be subject to other written agreements respecting your use of the P2B Services (for example, if you use Shopify Plus such agreements are “Additional Agreements” for the purposes of these P2B Terms). In the event of a conflict between the Shopify Terms of Service or any Additional Agreements and these P2B Terms, the P2B Terms will govern, but only to the extent required to resolve such conflict or inconsistency.

Capitalized terms used but not defined in these P2B Terms shall have the meaning given to them in the Shopify Terms of Service or the Additional Agreements, as applicable. The Shopify Terms of Service, these P2B Terms, and, if applicable any Additional Agreements, in each case to the extent (but only to the extent) they apply to your P2B Services, are collectively referred to as the “EU Terms”. By using the P2B Services, you agree that the EU Terms (and any terms and conditions incorporated into them, including the Acceptable Use Policy ("AUP"), Privacy Policy, API License and Terms of Use and Data Processing Addendum) constitute a binding agreement between you and Shopify.

Additionally, if you use additional Shopify services, products, applications and tools, such as Shopify Payments, Shopify Capital, and Shopify Shipping (“Out of Scope Services”), the separate terms, conditions and policies applicable to those Out of Scope Services are not subject to the P2B Terms and are not EU Terms unless specifically stated in these P2B Terms.

The P2B Services and all Out of Scope Services are collectively referred to in these P2B Terms as the “Services”.

1. Changes to the EU Terms

If we change the EU Terms applicable to your P2B Services, we will provide you with notice as follows, unless the P2B Regulation permits us to provide no notice or a shorter period of notice: (a) if we change the pricing for any of the P2B Services, we will provide you with at least 30 days advance written notice; (b) if the changes to the EU Terms would require you to make technical or commercial adaptations to the goods or services you offer to buyers through the applicable P2B Services, we will give you a minimum of 15 days advance written notice (or such longer notice period that is reasonable and proportionate in the circumstances); and (c) if we otherwise substantively modify the EU Terms we will provide you with at least 15 days advance written notice.

Subject to the exception below, if you do not agree with any of these changes, before the notice period expires you have the right to cancel your Account and terminate the EU Terms in accordance with the applicable termination provisions of the EU Terms (without prejudice to any accrued rights or obligations) and you agree that this is your sole remedy in respect of such changes. If we provide you with notice of a change to the EU Terms under Section 1(c) above, and you make new or further Products (as defined in Section 2 below) available to your customers through the P2B Services (after you have been provided with written notice) you will have waived your right to terminate your P2B Services for that change in accordance with the P2B Regulation.

2. When Can Shopify Restrict, Suspend or Terminate Your Account?

Under the EU Terms, Shopify may restrict, suspend or terminate your Account, your access to the Services, or certain products and services (“Products”) you make available through your Store. Restriction can include removal of Products from the Shop App search results. Such restriction, suspension or termination may happen for the following reasons:

  1. If you breach or violate any of the EU Terms (as determined in the sole discretion of Shopify) as described in Section 1.7 of the Shopify Terms of Service, including (without limitation): (i) the AUP; or (ii) any terms and conditions applicable to your use of the Out of Scope Services;

  2. If your Fees remain outstanding for longer than 60 days (as described in Section 14.4 of the Shopify Terms of Service);

  3. If there is a dispute about the rightful ownership of your Account and Shopify, acting reasonably, is not able to determine the rightful Store Owner (as described in Section 5.8 of the Shopify Terms of Service);

  4. If you engage in verbal or written abuse of any kind (including abuse or retribution) with a Shopify or Merchant customer, or Shopify or Merchant employee, member or officer (as described in Section 5.4 of the Shopify Terms of Service); or

  5. If we suspect that you (by conviction, settlement, insurance or escrow investigation or otherwise) have engaged in fraudulent activity in connection with your use of the P2B Services (as described in Section 15.6 of the Shopify Terms of Service).

If you disagree with our actions regarding the restriction, suspension or termination of your Account (in its entirety) or your ability to make certain Products available through the P2B Services, you may use our complaints handling system (described in Section 8 below) in order to clarify the facts and circumstances surrounding our decision.

3. Merchant Termination Rights

You can cancel your Account and (without prejudice to any accrued rights or obligations) terminate the EU Terms (or any Additional Agreements) as described in the Shopify Terms of Service, or any Additional Agreements (to the extent that they are applicable).

4. Access to and Use of Store Data

(1) Your access

You can view and export the following information from within your Store by logging in to your Account:

  • information that you provide when setting up and managing your Store, such as your contact information, your staff contact information, your store policies, your product information, your customer information, apps installed on your Store, and any customizations on your Store’s theme; and
  • business information that is generated from the use of your Store by you and/or your customers, such as details of Store transactions, payouts, invoices for subscription payments for our Services or Third Party Services, and analytics reports about your Store.

You can contact us to access the following other information that is not accessible by logging in to your Account (i.e., the following information is “contractually accessible”):

  • information that you provide when setting up your Shopify Account, such as your payment and banking information, and information collected pursuant to Know-Your-Customer checks or to comply with other legal obligations such as your ID; and
  • other information generated through your use of the P2B Services, such as your tax documentation about your Store, a record of your interaction with our customer support team, and usage data that we retain about your access to your Store, such as IP logs.

Except as stated above, you do not have the technical ability or any right to access personal information or Confidential Information relating to third parties. For example, you do not have the right to access information relating to other Merchants, or to customers interacting with other Merchants' Stores or Shopify Services independent from your Store. You also cannot, and do not have the right to, access any information on Shopify’s decisions about or investigations into your eligibility for any of the P2B Services.

Upon request, and within 60 days after your termination of the P2B Services, Shopify will provide personal information that relates to you, pursuant to our Privacy Policy. Within 90 days of termination all personal information within your Store is deleted except as legally required. Non-personal and aggregated information is retained.

(2) Shopify’s access

Shopify has the technical ability and right to access all data provided by you and/or by your customers and/or generated through Shopify's provision to you of the P2B Services. Shopify’s collection, use and disclosure of personal information about you and your customers is governed by our Privacy Policy and our Data Processing Addendum.

(3) Third Party Service’s access

If you install or enable Third Party Services for use with the P2B Services, you permit us to allow the applicable Third Party Provider to access your data and other Materials and to take other actions as required for the interoperation of the Third Party Service with the P2B Services (as more fully described in Section 17 of the Shopify Terms of Service). Any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider.

Third Party providers, used by Shopify to provide the P2B Services, may have the technical ability to access the data referred to in (2) above, but this is necessary for the proper functioning of the P2B Services and Shopify imposes contractual restrictions on such providers' access to and use of that data (and, to the extent such data is personal information, please see further our Privacy Policy and our Data Processing Addendum).

For a list of cookies used by us and third parties on our sites, and cookies that we place when we power a Merchant’s store, and an explanation of how you can opt out of certain types of cookies, please see our Cookie Policy.

5. Intellectual Property Rights

Section 9 of the Shopify Terms of Service outlines your rights regarding your ownership and control of your intellectual property (such as logos, trademarks or brand names) in relation to your use of the P2B Services, together with any rights you may give to Shopify in connection with such use.

6. Additional Distribution Channels

In addition to the online Store functionality made available to you as part of the P2B Services, your Products will be marketed to consumers who download and access the mobile application known as the “Shop App”. Users of the Shop App may search for specific Merchants by name. On any termination of your Account, your Products will no longer be displayed in the Shop App.

7. Store and Product Ranking

Currently the P2B Services rank Stores and the Products you sell through your Store on a limited basis as follows:

The Shopify mobile application known as the “Shop App” is available for download by Merchants' customers (“Buyers”), and contains functionality which may list, feature, promote or otherwise organize the display of Merchant Stores and/or Products to Buyers in a variety of different ways.

The main parameters for Store/Product ranking and display within the Shop App are set out below:

  1. The Shop App allows Buyers to: (a) search for Stores within the Shop App by name (e.g. “ABC Stationery”); (b) search for Stores in close proximity to the Buyer’s location; (c) search for Stores based on certain business characteristics; and (d) "follow" individual Stores. Users cannot search for individual Products.

    A Buyer is considered to be “following” a Store if they: (i) purchase anything from a Shop-App enabled Store and do not choose to unfollow that Store; or (ii) find a Store through the Shop App and elect to follow them.

  2. When a Buyer opens the Shop App and selects the “Shops” section, Stores and Products are displayed as follows: (a) at the top of the page the different Stores a Buyer is following are listed in the order of the Stores most recently followed by the Buyer; and (b) below the general listing of Stores, specific Products are featured based on all the different Stores the Buyer is following – the Products are selected at random from each Store based on the following four categories and presented in a random order:

    (i) ‘new’ Products (meaning those Products that were published online in the previous 30 day period); (ii) ‘on sale’ Products from Merchant Stores that a Buyer follows; (iii) recommended Products that are relevant to the Buyer (based on Shopify’s proprietary algorithms and using the Buyer’s purchase history as inputs – for more information on recommended Products please see https://help.shopify.com/en/manual/online-store/legacy/using-themes/change-the-layout/theme-settings/product-recommendations); and (iv) trending Products (meaning Products that have seen an increase in sales in the last 30 days).

    If a Buyer is not following any Stores, then no Products will be displayed.

  3. Within your Store’s unique profile in the Shop App, your Products are displayed according to the parameters described above, and according to your Buyer purchase-history data.

8. Ancillary Good and Services

Merchants are permitted to offer goods and services which are ancillary to their primary Products (e.g. repair services), provided that such ancillary goods or services comply with the EU Terms.

9. Internal Complaint-Handling System

Shopify has an internal complaint-handling system that is available to you free of charge. If you wish to make a complaint related to any of the following, where they affect you in particular: (1) concerns about Shopify’s compliance with its obligations under the P2B Regulation; (2) technological issues directly related to Shopify’s provision of the P2B Services to you; or (3) measures taken by Shopify in respect of its provision of the P2B Services which affect you; please complete the form available here.

Your complaint will be reviewed and forwarded to the appropriate internal resources to consider the concern you have raised.

10. Mediators

In addition to the complaint-handling system described in these P2B Terms, mediation may be an option to resolve any disputes that could arise between us with respect to the P2B Services, including complaints that could not be resolved by means of our internal complaint-handling system.

In the event of a dispute, either of us can request the other party to engage in mediation. The P2B Regulation requires both you and us to engage in good faith throughout any mediation attempts.

If we agree to mediate, we would be willing to engage in mediation using either of the following 2 mediators:

  1. ICDR: https://www.icdr.org/about_icdr

  2. CEDR: https://www.cedr.com/commercial/cedrmediators/

You do not have to use one of the mediators set out above. Together, you and we may also agree on another mediator.

11. General

  1. Applicable Law. The EU Terms are governed by and construed in accordance with the laws of the country of Ireland. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. You agree to resolve any judicial disputes arising under the EU Terms in accordance with Section 4(3)(b) of the Shopify Terms of Service.

  2. Severability. If any provision of the EU Terms is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of the EU Terms shall remain in full force and effect.

  3. Waiver. The failure of either party to exercise or enforce any right or provision of the EU Terms shall not constitute a waiver of such right or provision or any other provision of the EU Terms or otherwise affect the rights of such party.

  4. Entire Agreement. The EU Terms and any documents incorporated by reference constitute the entire agreement between the parties respecting your use of the Services and supersede any prior written or oral agreements between the parties with respect to the Services.

  5. Survival. All sections of the EU Terms that by their nature should survive termination will survive such termination.