Supplementary Terms of Service for E.U. and U.K. Merchants
Last updated on: February 14, 2022
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. and U.K. 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 E.U. and U.K. based Merchants to host their online Store(s) in order to sell products and services to consumers located in the E.U. and the U.K. 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”) and the “Retained Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services and corporate website users of online search engines” (“UK P2B Regulation”), respectively. 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.