Terms and conditions

1. Who we are and how you accept these Terms

These Terms and conditions (the "Terms") govern the contract between you, as a Seller, and Weston Trade SL, the company that provides the cataloop Service. In these Terms, "we" and "the Provider" mean that company.

Our details: tax ID (CIF) B64950371; registered office at Paseo de la Ribera 44, 08870 Sitges (Barcelona); registered in the Registro Mercantil (the Spanish Commercial Registry) [COMPLETAR CO-04: Commercial Registry entry: volume, folio, sheet and registration]. You can write to us at support@cataloop.app.

The Data processing agreement (the "DPA") forms part of these Terms. It governs how we process, on your behalf, the personal data of your Buyers.

You accept these Terms and the DPA by ticking the box on the signup form. If you do not agree with them, you may not use the Service.

These Terms are standard contract terms. We have written them to be understood without help. If a clause can be read two ways, it is read in your favour (Art. 6(2) of Ley 7/1998 de Condiciones Generales de la Contratación, the Spanish Standard Contract Terms Act, LCGC).

Some words have a fixed meaning in this text:

• Service: the cataloop platform, which we provide as cloud software.
• Seller: the business or professional that publishes a Shop with the Service. In these Terms, that is you.
• Owner: the person who created the Seller account. Team user: another person the Owner gives access to the Back office.
• Buyer: the business or professional that places Orders with a Seller, and its contact people.
• Shop: the Seller's public or private Catalogue, at its own address within cataloop.app.
• Back office: the private area where the Seller manages its Catalogue, its Buyers and its Orders.
• Customer link: the personal link the Seller gives a Buyer. It identifies the Buyer and shows them their terms.
• Access code: the key that protects a private Shop.
• Catalogue: the list of products, with prices, photos and stock, that the Seller publishes in its Shop.
• Order: the purchase request that a Buyer sends to a Seller through the Service.
• Seller Content: everything you upload or write in the Service, such as products, prices, photos, texts and notes.
• Buyer Data: the personal data of your Buyers that we process on your behalf.
• Plan: the paid option of the Service that you take out. Subscription: your paid contract for a Plan. Billing period: the month or year you pay for in advance.
• Free trial: the first 30 days of the Service, at no cost.
• Read-only mode: the state in which your Buyers can see the Shop but cannot place Orders, and you can enter the Back office and export your data.
• Suspension: the state in which the Shop is not available because a payment is outstanding.
• Cancellation: the cancellation of your Subscription. Effective cancellation date: the day the Cancellation takes effect.
• Operator: a person on our team. Support access: an Operator's entry into your Back office to give you support. Operations console: the internal tool our team uses to manage the Service.
• Demo shop: the test Shop that anyone can visit to get to know the Service.
• Invoicing module: the optional feature for issuing invoices from the Service described in section 8.
• Day: a calendar day.

2. What the Service is

cataloop is a tool for selling wholesale through an order form. With the Service you can:

• publish your Catalogue, with prices, photos and stock;
• open a public Shop, or a private Shop protected by an Access code;
• give each Buyer a Customer link, which shows them their terms without their having to create an account;
• receive your Buyers' Orders in the Back office, and accept, adjust or decline them.

The Service does not take payments or ship anything between you and your Buyers. You and your Buyers agree payment and delivery between yourselves, outside the Service. The sale is a contract between you and your Buyer, and we are not a party to it.

The Service records the Order and delivers it to your Back office. We do not guarantee that a Buyer will pay or that an Order will be delivered.

3. Who may sign up

The Service is only for businesses and professionals established in Spain who use it in their trade. Consumers may not sign up for it (Art. 3 of the consolidated text of the Spanish General Act for the Protection of Consumers and Users, approved by Real Decreto Legislativo 1/2007).

When you sign up, you declare that you do so as a business or professional. When you take out a Plan, you give us your registered name and your tax ID (NIF). If it turns out that you signed up as a consumer, we may close your account, and we refund what you paid for the period you have not used.

The Owner creates the account and runs it. The Owner may give Team users access to the Back office. You answer for what the Owner and the Team users do with your account.

Keep your credentials safe. These are credentials:

• the password of each person who signs in to the Back office;
• each Customer link, because whoever holds it opens the Shop as that Buyer;
• the link to each Order, because whoever holds it sees that Order;
• the Access code of a private Shop.

Share each link only with the person it is meant for. If you think someone has obtained one of your credentials, tell us straight away at support@cataloop.app.

4. How the contract is made

Before you sign up, we tell you the steps (Arts. 27 and 28 of Spanish Law 34/2002 on Information Society Services and Electronic Commerce, LSSI):

1. You fill in the signup form with your email, the name and address of your Shop, a password, your language and your country.
2. Before you send it, you can review all the details and correct any mistake in the form itself.
3. You tick the box in which you declare that you sign up as a business or professional and the box in which you accept these Terms and the DPA. When you send the form, you accept the version in force at that moment.
4. We confirm your signup by email, within 24 hours at most, with a link to the version of the Terms and the DPA that you accepted.

You can read, save and print these Terms on this page before you sign up. You can sign up in Spanish or in English. The contract is governed by the Spanish version, as the "Language" section explains.

We keep the version of the Terms and the DPA that you accepted, the date and the person who accepted them. You can ask us for a copy whenever you like.

5. Free trial

You can try the Service free for 30 days. To start, we do not ask for a card or any other means of payment. If you add a card during the trial, we charge you nothing until it ends. We email you before it ends.

When the Free trial ends without your having added a card, your Shop goes into Read-only mode: your Buyers can see it, but cannot place Orders. You can enter the Back office, export your data and add a card to take out a Plan. If you do not do so within the 90 days after the end of the Free trial, we delete your account and your Shop. We email you at least 7 days beforehand. If you do not take out a Plan, we charge you nothing.

Each business may have only one Free trial. If we see repeated accounts opened to extend it, we may close the new accounts or ask for a Plan to be taken out.

6. Plans and prices

The price depends on the size of your Catalogue:

Prices exclude IVA (Spanish VAT), as the "Payments and invoices" section explains. The yearly price equals 10 months.

The Grande Plan also includes:

• set-up, once, when the Plan starts: from the spreadsheet you send us, we import your Catalogue and its photos, load your Buyers and complete the basic settings, within 5 working days of receiving the files;
• priority support: we deal with your requests before those of the other Plans. We do not guarantee a response time.

Catalogue size is the number of products your Shop holds, including hidden ones. Products you delete stop counting.

If your Catalogue goes over your Plan's limit, you can keep adding products: we cut nothing off during the Billing period. We move you to the matching Plan from your next renewal. If the change raises the price, we email you at least 30 days before the renewal at which it applies. If your Catalogue drops below the limit, we move you to the lower Plan, also from the next renewal. Plan changes are not prorated: we neither charge nor refund differences for the current period.

The price of your Plan is the one in force when you take it out or renew it. We change the price only at renewal, and we tell you at least 30 days beforehand, as the "Changes to these Terms" section explains.

We may offer some Shops a founders' price. It lasts while the Subscription stays active and is lost if the Subscription is cancelled, through Cancellation or non-payment. We may also offer the Service free or at a discount by written agreement, for example in a pilot. In that case these Terms apply, except for what that agreement says.

7. Payments and invoices

You can pay monthly or yearly. You pay for each Billing period in advance, when it starts. The Subscription renews automatically at the end of each Billing period, for another period of the same length, unless you cancel before then. If you pay yearly, we email you at least 30 days before each renewal.

Payments are made through our payment provider, Stripe, which is on the Sub-processor list. You can pay by credit or debit card, including Apple Pay or Google Pay. You type your payment details on Stripe's page, not on ours, so we never see or store your card number.

Prices exclude IVA (Spanish VAT). Whether we add it depends on where your business is established (Arts. 3 and 69 of Ley 37/1992 del IVA, the Spanish VAT Act):

• on the Spanish mainland or in the Balearic Islands: we add Spanish IVA at the applicable rate;
• in the Canary Islands, Ceuta or Melilla: we do not add Spanish IVA, because the supply is not subject to it; you account for the local tax that applies.

For each payment we issue you an invoice in the name of Weston Trade SL, which you can download from the payment portal, reached from Settings > Payments in the Back office.

Refunds

We do not refund what you paid for a Billing period that has already started, except in these cases:

• if we charge you by mistake, we refund the overcharge;
• if we end the contract through no fault of yours, because we close the Service, because we withdraw an essential feature of your Plan or because you object to a new Sub-processor and we do not reach an agreement, we refund the part of the paid period that you will not use;
• if you end a yearly plan early to switch provider, as the "Switching provider" section explains.

8. Invoicing module

The Invoicing module will let you issue invoices to your Buyers from your Orders and send their records to the Agencia Tributaria (the Spanish Tax Agency), under the VERI*FACTU system, through a specialised provider.

It is not yet available to take out. When it is, it will cost €9 a month or €90 a year, plus IVA, and it will be free during the Free trial. Before you can take it out, we will tell you its terms.

While it is in testing, it is used only by the Sellers for whom we switch it on, and only with invented data. The invoices it issues in testing have no tax validity and do not reach the Agencia Tributaria.

If you use it, you issue your invoices and you answer for their data and for the tax treatment you choose. We give you the tool.

9. What happens if you do not pay

If a payment fails, your Shop goes into Read-only mode for 7 days. During that time:

• your Buyers can see the Shop, but cannot place Orders;
• the Owner receives an email and sees a notice in the Back office;
• you can pay and keep exporting your data.

If the payment is still outstanding when those 7 days end, we suspend the Shop. During the Suspension:

• the Shop says only that it is not available, without telling anyone why;
• the Back office is replaced by a notice with a link to pay, a link to export your data and our support address.

To reactivate the Shop, pay the outstanding amount with the link in the email we send you or from the notice in the Back office. The Shop starts working again by itself as soon as Stripe confirms the payment to us, normally within minutes. A suspension we apply for a breach of these Terms is not lifted by paying.

If the amount is still outstanding 30 days after the failed payment, we cancel the Subscription. From that day the "Cancellation and keeping your data" section applies: we keep your data for 90 days and then delete it.

10. Cancellation and keeping your data

You can cancel whenever you like from Settings > Payments in the Back office, which takes you to the payment portal. Cancellation takes effect at the end of the Billing period already paid, and that day is the Effective cancellation date. Until then you can keep using the Service. If we cancel the Subscription for non-payment, the Effective cancellation date is the day of the cancellation.

We keep the data of your account and your Shop for 90 days from the Effective cancellation date. During that time you can enter the Back office, export your data and subscribe again. We email you at least 7 days before the deletion. After that we delete the data of your account and your Shop, including photos and other files.

If you want us to delete your data sooner, write to us at support@cataloop.app. We delete it within 30 days at most, except what the law requires us to keep.

After the deletion, only these remain:

• the invoices we issued to you and their records, for the periods set by commercial and tax law (Art. 30 of the Código de Comercio, the Spanish Commercial Code; Arts. 66 to 70 of Ley 58/2003 General Tributaria, the Spanish General Tax Act);
• if you used the Invoicing module with tax validity, your invoices and their tax records, blocked for the legal period, so that you can prove them to the Agencia Tributaria;
• data we must keep blocked to deal with possible liabilities, only for the legal period (Art. 32 of Spanish Organic Law 3/2018, LOPDGDD);
• an internal record of the deletion, with the name and address of your Shop and the date;
• the data Stripe keeps as controller, under its own policy;
• backups, which our database provider keeps for 7 days and which are deleted automatically when that period ends. We use them only to restore the Service after a failure.

11. Exporting your data

The Owner can export the Shop's data from the Back office. Team users cannot. The export includes:

• a CSV file of products;
• a CSV file of Buyers, with all their data;
• a CSV file of Orders and their lines;
• the full Catalogue in an XLSX file.

We send you the photos of your products if you ask for them.

You can export while the Subscription is active, in Read-only mode, during the Suspension and until we delete your data.

Switching provider

You can ask us at any time to help you move your data to another provider or to your own systems (Chapter VI of Regulation (EU) 2023/2854, the Data Act). Write to us at support@cataloop.app. You do not need to give us notice.

From your request:

• we have a transitional period of up to 30 calendar days to complete the switch. During that period we help you, the Service keeps working and we keep your data secure. If the switch is not technically feasible within that period, we tell you within 14 working days and propose another, of 7 months at most;
• after that you have at least 30 more calendar days to download your data;
• when that period ends, the contract ends, if you have asked for that, and we delete your exportable data.

If you ask, we hand your data directly to the provider you name.

You can export the products with their photos, the Buyers with all their data, the Orders and their lines, and the Catalogue. We give them to you in CSV and XLSX, and the photos in their original format. We do not export our internal operating data: server and security logs, attempt counters and internal statistics.

Switching provider is free of charge. If you end a yearly plan early to switch provider, we refund the unused part, after deducting the months used at your Plan's monthly price.

On the Sub-processor list we state where the infrastructure we use is located and what measures we take against access by governments outside the European Union.

12. Support

You can ask for support in three ways:

• by email, at support@cataloop.app;
• with the chat in the Back office;
• with the feedback form in the Back office.

We provide support in Spanish and in English, on working days. We reply as soon as we can, but we do not guarantee a response time.

Support access. To resolve a request of yours, or a fault affecting your Shop, an Operator may enter your Shop's Back office. They do so only for that. Only authorised Operators may enter, and they sign in with two-step verification.

• The access is read-only by default: the Operator can see the information, but not change it.
• The Operator may make changes only if you ask, and only during that access. Before allowing them, the Operator notes your request.
• We email you every time an Operator enters your Back office.
• Every access is logged: who enters, when it starts and ends, your request if changes are allowed, and the kind and time of each change, not its content. The pages the Operator views are not logged. You can ask us for the log of accesses to your Shop.
• The Operator can see, but never change, your Plan and your payments (Settings > Payments) and the Owner's contact details. The Operator can never use the passwords, the export, user management, the Invoicing module or the chat with our team.

The details are in the part on Support access in the DPA.

13. Availability and changes to the Service

We do what is reasonable to keep the Service available, but we do not guarantee that it will always work or work without errors. We do not offer a service level agreement.

We may interrupt the Service for maintenance or for security reasons. We announce planned outages by email or in the Back office, where possible 48 hours in advance.

The Service evolves, and we may add, change or withdraw features. If we withdraw an essential feature of your Plan, we tell you at least 30 days beforehand and you may cancel. In that case we refund the unused part of the paid period.

14. Your obligations to your Buyers

You sell to your Buyers, and we only give you the tool. So these are your responsibility:

• the sale contract with each Buyer and its performance;
• your prices, your discounts and your terms of sale;
• the taxes on your sales and the invoices to your Buyers;
• payments, deliveries, returns and guarantees.

The Shop is only for selling to businesses and professionals. Do not use it to sell to consumers.

It is also up to you to tell your Buyers who you are and how you process their data. Your Shop has a "Seller details" section where you enter your registered name, your tax ID, your address, your email and the link to your privacy information (Arts. 13 and 14 of Regulation (EU) 2016/679, the General Data Protection Regulation, GDPR). We show them in the footer of every page of the Shop, including the Access code gate and the Order page. You must fill it in to publish a public Shop.

For Buyer Data, you are the controller and we are the processor. You need a legal basis to process it, and you must answer your Buyers' requests about their rights. We help you as the DPA sets out.

If a Buyer or anyone else brings a claim against us over Seller Content, your sales or your breach of these Terms, you take on that claim: you pay the reasonable costs of defence and whatever we are ordered to pay. We will tell you about the claim promptly and you may take part in the defence.

15. Acceptable use and content

Use the Service lawfully. You may not use the Service to:

• sell prohibited products, or products that need an authorisation you do not hold;
• publish content that is unlawful, misleading or defamatory, or that infringes the rights of others, such as trade marks or copyright;
• attack the Service, test its defences without permission or get around its limits, such as another Shop's Access code;
• extract data from the Service in an automated, large-scale way;
• process personal data without a legal basis.

If we receive a notice about some content or detect a breach, we may remove that content, limit its visibility or suspend your Shop. If we do so because the content is unlawful or breaches these Terms, we email you, at the latest when we apply the measure, an explanation that says:

• what measure we took, what it covers and how long it lasts;
• which facts we rely on, and whether we acted on a notice or on our own initiative;
• whether we used automated means. Today we do not: a person decides;
• which law or which clause of these Terms is breached;
• how you can appeal.

To appeal, reply to that email or write to support@cataloop.app. We review your appeal without delay and answer you. You can also go to the courts (Arts. 14 and 17 of Regulation (EU) 2022/2065, the Digital Services Act).

To report unlawful content in a Shop, follow the steps in the Legal notice.

16. Data protection

We process personal data in two different roles:

• We are the controller for your account data: that of the Owner, of the Team users and for billing. The Privacy policy explains it.
• We are the processor for Buyer Data, which we process only on your behalf and on your instructions. The DPA governs it.

The providers that help us deliver the Service are on the Sub-processor list. The Service's cookies are explained in the Cookie policy.

17. Intellectual property

The Service, its software, its design and the cataloop name and logo belong to us or our licensors. We give you a non-exclusive, non-transferable right to use the Service for as long as your Subscription or your Free trial lasts. You acquire no other right over it.

Seller Content remains yours. You give us a free, non-exclusive licence to host it, copy it, adapt its format (for example, the size of photos) and display it, only as far as needed to provide the Service and for as long as the contract lasts.

You warrant that you hold the necessary rights over Seller Content, including the photos and texts of your products.

If you send us suggestions, for example through the feedback form, we may use them freely and without paying you for them.

18. Confidentiality

Each party will keep secret the other's confidential information that it learns through this contract, and will use it only to perform the contract.

Information is not confidential if it is already public through no fault of the recipient, if that party already knew it or if it obtains it lawfully from a third party. Either party may disclose it if the law or an authority requires it.

This duty lasts for as long as the contract does and also after it ends.

19. Liability

We answer for the damage we cause you by breaching these Terms, within these limits:

• our total liability will not exceed what you have paid us for the Service in the 12 months before the event that causes the damage, or €100, if that figure is higher;
• we are not liable for indirect loss, such as loss of profit or loss of business;
• we are not liable for the sales between you and your Buyers, or for Seller Content.

These limits do not apply if we act with intent (dolo) or with gross negligence. Liability for intent cannot be excluded (Art. 1102 of the Código Civil, the Spanish Civil Code), and case law treats gross negligence the same as intent. Nor do these limits affect the rights of the people whose data we process.

20. Force majeure

Neither party is liable for a failure caused by events it could not foresee or that, if foreseen, were unavoidable (Art. 1105 of the Spanish Civil Code). For example, natural disasters, conflicts, widespread power or communications outages, or serious failures of providers beyond our control.

The affected party will tell the other as soon as possible and do what is reasonable to limit the consequences. If the situation goes on, either party may end the contract.

21. Changes to these Terms

We may change these Terms, for example because of changes in the law or in the Service. The version in force is always on this page, with the date shown at the top.

If the change is significant, we tell you by email, at the Owner's email, at least 30 days before it takes effect.

If you do not agree with the change, you can cancel before it takes effect, and the previous Terms keep applying to you until the Effective cancellation date. If you keep using the Service afterwards, the change applies to your contract.

Price changes apply only when your Subscription renews, never to a Billing period already paid.

22. Term and termination by us

The contract starts when you sign up and lasts while your Subscription is active, including the Free trial. Each renewal extends it by one more Billing period.

We may end the contract:

• for non-payment, as the "What happens if you do not pay" section explains;
• if you seriously breach these Terms, especially the acceptable use rules, after telling you and giving you time to put it right where possible;
• if we stop providing the Service as a whole. In that case we tell you at least 60 days beforehand and refund the unused part of the paid period.

When the contract ends, what the "Cancellation and keeping your data" section says about keeping and deleting data applies.

23. Notices

We send notices about the contract to the Owner's email shown in your account. Keep it up to date: a notice sent to that email counts as received.

To tell us something about the contract or to ask for support, write to support@cataloop.app.

24. Assignment, partial invalidity and entire agreement

You may assign this contract to another business only if we agree in writing. We may assign it to a company in our group or to whoever takes over the Service, telling you beforehand.

If a court declares a clause void, the rest of these Terms stays in force, and the void clause is replaced by the applicable legal rule (Art. 10 LCGC).

These Terms, the DPA, the Plan you take out and, where applicable, the written agreement for a pilot or a special price form the entire agreement between you and us about the Service. They replace any earlier agreement on the same matter.

If we do not exercise a right at a given moment, that does not mean we waive it.

25. Governing law and courts

This contract is governed by Spanish law. Any dispute about it goes to the courts that have jurisdiction under the law.

Before going to court, whoever wants to make a claim will write to the other party explaining the claim and what they ask for. The other party has 30 calendar days to reply. That exchange of emails is the prior attempt at negotiation required by Spanish Organic Law 1/2025 on measures for the efficiency of the Public Justice Service.

26. Language

These Terms are written in Spanish and translated into English. The Spanish version is the one that binds the parties. If the two versions differ, the Spanish one prevails.