Merchant Terms of Service

1. Definitions

• "Services": the Suplify website, dashboard, store builder, hosted stores, AI tools, email tools, domains and mailboxes, fulfilment arrangements and support.
• "Store": an online shop you create with the Services, on a Suplify address or your own domain.
• "Customer" or "shopper": a person who visits or buys from your Store.
• "Products": the goods offered in your Store, including private-label supplements and beauty products produced by our suppliers under your brand.
• "Supplier": an independent manufacturer, packer or fulfilment company we use to produce and ship Products.
• "Your Content": everything you or anyone acting for you adds to or generates for your Store, including names, logos, label designs, texts, images, claims, prices and policies.

2. Who can use Suplify

The Services are for business use only. You must be at least 18 years old and use the Services to run a business (as a company or as a sole trader). You are not a consumer when you use Suplify, so consumer-protection rules for buyers do not apply to this agreement, except where the law says they must.

You must give us true, complete and current information (including your legal name, business address and contact email) and keep it up to date. We may ask for proof of identity or business details where the law or our payment and fulfilment partners require it.

You are responsible for your account, your login codes and everything done through your account, including by team members you invite. Tell us at support@scale1.app straight away if you think your account has been misused.

3. Plan, billing and cancellation

Using Suplify requires a paid plan. Plans are billed in US dollars (plus any tax we must charge), monthly or yearly in advance, by card through Stripe. The price of each plan is shown on our pricing page and in your dashboard before you pay. Unless a free trial is offered to you before you subscribe, there is no free trial. Plan payments may be processed through Stripe Managed Payments; where that applies, Stripe acts as the merchant of record for your plan payment, issues your receipt and its own terms apply to that payment.

Free trials: if we offer you a free trial, you add a card when you start it and your paid plan begins automatically when the trial ends, unless you cancel before then. Cancelling during the trial costs nothing. We email you about a day before the trial ends. During a trial, AI credits are limited to a small trial allowance, credit packs can't be bought, and plan perks (below) and affiliate rewards unlock only with your first paid plan invoice. One trial per account.

Your plan renews automatically every month (or every year for yearly plans) on the same day until you cancel. You can cancel anytime in your dashboard. Cancellation takes effect at the end of the current billing period; you keep access until then. Fees already paid are not refunded, except as stated in our credit and refund rules shown in your dashboard or where the law requires a refund.

Plan perks: after your first paid plan invoice, eligible plans include (a) one free sample of one of your own branded products, shipped to an address you give us in a country we can ship that product to, once per account, and (b) for Basic yearly and Pro, one domain per account at a time, registered and renewed at no cost while you stay on an eligible plan, up to a registrar cost of USD 20 per year (above that you pay only the difference). If your plan stops including a domain (for example you move to Basic monthly or cancel), the domain stays yours and renews at the normal renewal price; we tell you at least 30 days before the first renewal at that price, and you can turn auto-renew off. Perks are not available if your first plan payment was refunded or disputed, and we may check a claim before we ship a sample.

Non-refundable after a claim: claiming a plan perk makes the plan payment for your current billing period non-refundable, including any partial or pro-rata refund. For yearly plans this is the whole paid year (a full-term commitment). You confirm this with a checkbox when you claim, and we store the time you did. You can still cancel the renewal of your plan at any time; it then ends at the end of the paid period.

If a payment fails we will retry and tell you. After a short grace period we may pause AI tools, publishing or the Store until the payment succeeds.

AI credits: your plan includes AI credits for each billing period, which expire at the end of that period. You can buy credit packs and top-ups, which stay valid for 12 months from purchase and are non-refundable. Credits have no cash value and cannot be transferred. Some AI features use a fixed number of credits per action, shown in your dashboard before you use them.

AI support replies: when a customer emails your Store, the AI support agent writes a reply for you. Each reply it writes to a routine email uses the credit amount shown in the app, charged when the reply is written, whether or not it is sent. Sending, editing or copying a paid reply costs nothing extra. Emails the agent skips (such as spam and automatic messages) are free. Replies it hands to you because an email needs your decision (for example a refund or another action, a legal question, or an email it is unsure about) are free unless you send them. The agent sends replies on its own only if you turn on "Send without asking me"; otherwise nothing goes to your customer until you send it.

We may change plan prices or what a plan includes with at least 30 days' notice by email. A price change applies from your next billing period after the notice period. If you don't agree, you can cancel before it applies.

4. Store payments, fees and payouts (Stripe Connect)

Customer payments in your Store are processed by Stripe through Stripe Connect. To receive payouts you must open a Stripe Express connected account and accept the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. That agreement is between you and Stripe. We are not a bank or payment provider and never hold your funds ourselves.

You authorise us to share information about you, your business and your transactions with Stripe, and to instruct Stripe on your behalf to create charges, collect our fees, make refunds and transfers, and recover amounts you owe under these terms.

Each customer payment is a charge made on your behalf: you are the merchant of record and the seller, and your business details appear on the transaction. For each order we collect our fee from the payment before it reaches you. Our fee is: (a) the product cost and (b) the shipping cost for that order, both as shown in your dashboard when the order is placed, plus (c) 0.85% of the order total. Stripe's payment processing fees for the charge are passed on to you at cost. Your dashboard shows every deduction per order.

If you take payments through your own Stripe account or PayPal instead of Stripe Connect, you keep a prepaid fulfilment balance with us. The first top-up is at least EUR 100 (USD 110, GBP 90 or CHF 100). For each order we deduct the product cost, the shipping cost and 0.85% of the order total from that balance, and orders wait until the balance covers them. Unused balance is refundable on request.

Payouts of your remaining balance are made by Stripe to your bank account on a weekly schedule, subject to Stripe's rules, payout delays in your country and any reserve described below.

Currency conversion, if any, is done by Stripe at its rates. You are responsible for checking your payouts and reporting errors to us within 60 days.

5. Refunds, chargebacks, negative balances and set-off

Toward Stripe, Suplify is responsible for losses on connected accounts (for example chargebacks and refunds that your balance cannot cover). Between you and us, those losses are yours when they relate to your Store, and you agree to repay them.

You are responsible for: refunds you give or must give to customers (including after a withdrawal or a valid complaint); chargebacks and disputes, including Stripe's dispute fees, unless the dispute was caused by our failure to fulfil a correctly placed order; fines, assessments or fees imposed by card networks or Stripe because of your Store; and any other amount you owe us under these terms.

We may recover these amounts by: (a) deducting them from future sales and payouts; (b) asking Stripe to debit your Stripe balance or, where Stripe supports it, the bank account linked to your connected account; (c) charging the card on file for your plan; or (d) invoicing you, payable within 14 days. You agree that we may set off any amount you owe us against any amount we owe you.

Where we reasonably see a high risk of losses (for example an unusual dispute or refund rate, a suspected prohibited product, or a Store being closed), we may ask Stripe to delay payouts or hold a reasonable reserve for up to 120 days after the last order. We will tell you why and release what is not needed.

When a customer opens a dispute we will submit evidence we hold (order, tracking and delivery data). You will help us with any information we ask for in time.

6. You are the seller: your responsibilities

You sell Products in your own name to your customers. The sales contract is between you and the customer; Suplify is not a party to it. You are responsible for your Store and everything shown on it, including content created with our AI tools or templates. Before you publish, and whenever you change something, check that your Store is accurate, complete and lawful in every country you sell to.

In particular you are responsible for:

• Product compliance: offering only Products that may be lawfully sold in each country you sell to, in the form offered.
• Claims: making only claims that are true, can be supported and are allowed. In the EU/EEA, food supplements may use only authorised health claims under Regulation (EC) No 1924/2006 and only under their conditions of use; no claim may state or imply that a Product prevents, treats or cures a disease. In the United States, statements must be truthful and supported by competent and reliable scientific evidence, structure/function statements need the required FDA disclaimer, and disease claims are not allowed.
• Labelling: your brand name and your business name and address appear on the label as the business responsible for the Product (in the EU, the food business operator under whose name the food is marketed). You must check every label and product page before publishing and tell us of any error. We prepare labels from the supplier's product data and our templates, but we do not give legal advice and cannot guarantee that a label meets every national rule.
• Notifications and registrations: making any notification or registration your country or your customers' countries require before you sell (for example notifying food supplements to the competent authority, or registering a cosmetic product's responsible person where required). We can provide product data, ingredient lists and label files to help.
• Taxes: registering for, charging, reporting and paying sales tax, VAT and other taxes on your sales, including under the EU VAT One-Stop-Shop (OSS) where it applies to you, and income taxes. Stripe Tax can be switched on to calculate tax, but you remain responsible for registrations and filings. Our fees are charged to you and do not include taxes on your sales.
• Consumer law: giving customers the information and rights the law requires, including your identity and contact details, total prices including taxes and delivery costs, the 14-day right of withdrawal for consumers in the EU/EEA (and its exceptions), legal guarantee rights for faulty goods, and fair subscription and renewal terms. Suplify generates policy pages from your store data to help, but you must review them.
• Imprint: publishing a legal notice (imprint) with your legal name, address, email and, where you have one, VAT ID and company register number, where required (for example in Germany and Austria). Your Store's legal notice is filled from the business details you give us; keep them correct.
• Customer service: answering customers within a reasonable time and handling returns, refunds and complaints in line with your published policies and the law.
• Your own licences, permits and insurance (including product liability insurance where advisable).

Suplify may show you checks, warnings or suggestions (for example our claims check). They are help, not a guarantee, and never replace your own review. Publishing is your decision.

6a. Selling to other countries: taxes, VAT and product rules

Each country has its own rules for taxes on goods sold to its consumers, and for which products may be sold there. They are your responsibility as the seller; this section is a short guide, not tax or legal advice. Check them with your tax adviser before you open a market, and open only the countries you are ready for.

• United Kingdom: for goods sent from abroad to UK consumers in consignments worth up to £135, the seller must be registered for UK VAT with HMRC and charge UK VAT (20% for most supplements) at checkout; there is no minimum turnover for sellers outside the UK. Above £135, import VAT and any duty are normally collected on delivery. Suplify does not register for UK VAT for you and does not add UK VAT at checkout today: set prices that already include any VAT you must account for, and register with HMRC before you sell to the UK. Where a marketplace sells on your behalf, the marketplace is responsible instead.
• European Union: orders shipped from our EU supplier to consumers in another EU country are normal EU sales, so EU VAT rules apply, including the VAT One-Stop-Shop (OSS) once you pass the EU-wide threshold. Orders shipped from outside the EU to EU consumers in consignments up to €150 are subject to VAT in the destination country, collected either at checkout by a seller registered for the Import One-Stop-Shop (IOSS) or from the customer on delivery by the carrier, who may add a handling fee. Suplify does not register for IOSS for you today, so these customers may pay import VAT on delivery; your Shipping & Returns page says so.
• Norway, Switzerland and other countries: Norway (VOEC), Switzerland, Australia (GST), New Zealand (GST) and Canada (GST/HST) have their own registration thresholds for foreign sellers of low-value goods. Check them with your tax adviser. Unless you register and charge the tax, customers may have to pay import tax, duties or customs fees on delivery.
• Product rules by country: a product that may be sold in one country may need a registration, a licence or a different label in another (for example a Natural Product Number in Canada, TGA rules in Australia, or a notification of the food supplement in some EU countries). You decide which countries to open. The countries we offer for a product follow where our Suppliers can ship it; that is not a check of the product rules of the destination country, so you must check them for every country you open. Sellers who ship to California should also check whether the product needs a Proposition 65 warning.

7. Products, production and fulfilment

When a customer orders from your Store, we place the order for the Products with a Supplier on your behalf, with your branding, and pay the Supplier from the fee described in section 4. You appoint us as your agent for placing and managing these orders. Depending on the Product, orders are produced and shipped from the European Union (Germany) or from the United States. The Supplier, not Suplify, manufactures and packs the Products. We select Suppliers carefully and ask them to work under applicable good manufacturing and food safety standards, but we do not manufacture Products ourselves.

Product data (ingredients, nutrition facts, allergens, directions, warnings, shelf life) comes from the Supplier. We pass it on as received and show it in your dashboard and on labels. Tell us at once if you notice anything wrong.

Delivery times shown in your dashboard and Store are estimates based on Supplier and carrier data, not guarantees. Shipments to countries outside the shipping region may be sent delivered duties unpaid (DDU), which means customers may have to pay import duties, taxes or customs fees on delivery; your Store's shipping page explains this.

Damaged, faulty or lost orders: if a customer reports an order damaged, faulty or not delivered, send us the order number, a description and photos within 7 days after the customer tells you, and no later than 45 days after the estimated delivery date. Where the Supplier or carrier is responsible, we will arrange a replacement or credit the product and shipping cost of that order. Where they are not (for example a wrong address entered by the customer, or a parcel refused or not collected), any reshipment is charged to you.

Returns: Suppliers do not accept returned goods for resale. When a customer withdraws from a contract or returns a Product under your returns policy, you handle the return and the refund, and the product and shipping cost of the original order are not refunded to you, unless the return is due to a defect for which the Supplier is responsible. Your returns policy must match these terms and the law; the policy pages we generate do.

Recalls and safety: if we or a Supplier learn that a Product may be unsafe or non-compliant, we may stop selling it, remove it from your Store and inform you. You will cooperate with any recall, withdrawal or authority request concerning Products sold under your brand. If a recall is caused by the Supplier's manufacturing fault, we will pass on to you any compensation we receive from the Supplier.

We may change Suppliers, Product formulas, packaging or availability when Suppliers change them. We will tell you in advance where we can, especially when a change affects the label or claims.

8. Prohibited products and content

You must follow our Acceptable Use & Prohibited Products Policy, which is part of these terms. Among other things, it prohibits medicines, CBD and other controlled substances, unauthorised novel foods, disease claims, counterfeit goods, and misleading or unlawful content.

9. AI features

Suplify uses artificial intelligence to suggest brand names, logos, label designs, product texts, images, translations, emails and policy pages. AI output can be wrong, incomplete, similar to other people's content or unsuitable for your market. We do not guarantee the accuracy, legality, originality or results of AI output.

You decide what to publish. Review all AI output before you use it, especially health and product claims, translations and legal texts. Our claims check compares texts against the EU list of authorised health claims and common risk patterns; it reduces risk but does not catch everything and is not legal advice.

Do not enter information into AI tools that you are not allowed to share, such as other people's confidential or sensitive personal data. We process your prompts and AI output with our AI providers as described in our Privacy Policy; they do not use it to train their models under our agreements with them.

10. Your content and our intellectual property

You keep all rights in Your Content and your brand. You give Suplify a worldwide, non-exclusive, royalty-free licence to host, copy, adapt (for example resize or translate), display and distribute Your Content as needed to provide the Services, including printing it on labels and packaging through Suppliers and showing it in your Store, emails and ads you choose to run. With your permission we may show your Store as an example; you can withdraw that permission anytime.

You confirm you have all rights needed for Your Content (including names, trademarks, images and fonts) and that it does not infringe anyone's rights. Before you invest in a brand name, check it is available as a trademark in your markets; our name suggestions are not trademark searches.

Subject to these terms and your plan, AI output generated for you belongs to you to the extent the law allows, and we claim no rights in it. Similar output may be generated for others.

Suplify keeps all rights in the Services, our software, templates, designs and documentation. You may not copy, resell, reverse engineer or misuse them, or use them to build a competing service.

If you believe content on a Suplify Store infringes your rights or is illegal, email support@scale1.app with details; we will review and act on valid notices. For the EU Digital Services Act, support@scale1.app is also our single point of contact for authorities and for users of the Services, in English.

11. Domains, mailboxes and emails to customers

Domains: you can connect your own domain or buy one through Suplify. A domain you buy through us is registered for you through our registrar partner for one year and renews automatically each year while your plan is active. Domain prices include our service fee. You authorise us to charge the yearly renewal price shown on your Domains page to your saved payment method about five weeks before the domain expires; we email you before each renewal. If the charge fails, we retry and show you how to pay; if the renewal is still unpaid, the domain is not renewed. The registrar's terms and the rules of the domain registry apply. You can ask us to transfer a domain you paid for to another registrar, from 60 days after registration and as long as all amounts owed are paid and the registry allows it. If your plan ends, the domain is not renewed and expires unless you transfer it.

Mailboxes: each live Store domain can get a store mailbox (for example hello@yourdomain). We send and receive these emails through our email provider. You must not use mailboxes or our email tools for spam, phishing or unlawful content. We may limit sending to protect deliverability.

Marketing emails: you are responsible for emails sent to your customers and subscribers, including automated flows (for example abandoned-cart or win-back emails), which are switched on by default and which you can turn off. Send marketing emails only where you have the recipient's consent or another lawful basis (for example the "soft opt-in" for existing customers in the EU), identify your business, include a working unsubscribe link (we add one automatically) and honour opt-outs promptly. In the United States, follow the CAN-SPAM Act; in the EU, the ePrivacy and data protection rules of the recipient's country.

12. Data protection

Our Privacy Policy explains how we use personal data about you as our customer. For personal data of your customers that we process for your Store, you are the controller and we are your processor; our Data Processing Addendum applies and is part of these terms. You must have a privacy notice in your Store (we generate one you can review), a lawful basis for your processing, and consent for cookies or tracking where the law requires it (our cookie banner helps with this).

13. Availability and changes to the Services

We work to keep the Services available and secure, but we do not guarantee they will be uninterrupted or error-free. We may carry out maintenance, which we try to schedule at quiet times.

We may improve, change or stop features. If we remove a feature that is essential to your plan, we will give you reasonable notice and, if you cancel because of it, refund any prepaid fees for the unused period.

Back up content that matters to you. We back up our systems, but you are responsible for keeping your own copies of Your Content.

14. Suspension and termination

You can stop using Suplify at any time by cancelling your plan and closing your Store.

We may suspend your Store, payouts or account, or remove content, immediately and without prior notice if: you breach the Acceptable Use Policy; a Product or claim may be unsafe or unlawful; we must do so by law or at the request of an authority, Stripe or a Supplier; your account shows signs of fraud or a high risk of losses; or you fail to pay amounts due. In other cases of a material breach we will give you notice and at least 7 days to fix it before suspending.

We may terminate this agreement for convenience with 30 days' notice, or immediately for a serious or repeated breach. We will always tell you the reasons, unless the law forbids it, and you can reply to support@scale1.app if you think we made a mistake.

When the agreement ends: your Store goes offline; orders already placed are fulfilled if paid; fees and amounts owed (including later refunds and chargebacks on your sales) remain payable; for 30 days you can ask us to export Your Content and your order and customer data; after that we delete or anonymise data as described in our Privacy Policy and the DPA. Sections that by their nature should survive (including 5, 10, 15, 16, 17 and 19) survive.

15. Disclaimers

Except as expressly stated in these terms, the Services are provided "as is" and "as available". To the extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not promise any level of sales or profit; examples and calculators in Suplify are estimates. Nothing in these terms limits warranties or rights that cannot be limited by law.

16. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or wilful misconduct, or any other liability that cannot be limited by law.

Subject to that: (a) neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue, goodwill or data, even if it was told they were possible; and (b) each party's total liability arising out of or relating to these terms in any 12-month period is limited to the greater of the fees you paid to Suplify in the 12 months before the event giving rise to the claim (excluding product and shipping costs passed on to Suppliers) and USD 500.

The limits in (a) and (b) do not apply to your obligations to pay fees and amounts owed under sections 3 to 5, or to your indemnity in section 17.

17. Indemnity

You will defend and indemnify Healis LLC, its members, staff and partners against claims, fines, penalties, losses and reasonable costs (including legal fees) arising from: Your Content and your Store, including product claims and labels you approved; your sale of Products and your dealings with customers; your breach of these terms or the law (including tax, consumer, product and data protection law); and your infringement of anyone's rights. We will tell you promptly about a claim, let you control the defence where reasonable, and cooperate; you will not settle a claim that admits fault on our behalf without our consent.

18. Changes to these terms

We may update these terms, for example when the law or our Services change. We will tell you about material changes by email or in your dashboard at least 30 days before they apply, unless a change is required sooner by law or to address a security or fraud risk. The date at the top shows the current version. If you don't agree, you can cancel before the change applies; if you keep using the Services after it applies, you accept the new terms. We keep a record of the version you accepted and when.

19. Governing law and disputes

These terms are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, please contact us at support@scale1.app so we can try to resolve the issue informally within 30 days. Courts located in Wyoming, United States, have exclusive jurisdiction over any dispute arising from these terms, except that either party may seek urgent interim relief in any competent court, and we may bring claims for unpaid amounts in the courts where you are established.

Mandatory rules of the country where you are established that cannot be excluded by contract still apply.

20. General

These terms, together with the Acceptable Use Policy, the Data Processing Addendum and any order or plan details shown in your dashboard, are the entire agreement between you and us about the Services. If a provision is invalid, the rest remains in force. A failure to enforce a right is not a waiver. You may not transfer this agreement without our consent; we may transfer it to an affiliate or to a buyer of our business with notice to you. Neither party is liable for delays caused by events beyond its reasonable control (for example carrier strikes, supplier outages or natural disasters). We are independent contractors; nothing in these terms creates a partnership or employment relationship. Notices to you are sent to your account email; notices to us go to support@scale1.app. If these terms are translated, the English version prevails. If you join our optional Affiliate Program, the Affiliate Program Terms also apply to it.

21. Contact

Healis LLC, 5830 E 2nd St, Ste 7000 #36257, Casper, WY 82609, United States. Email: support@scale1.app.