Effective Date: 05 March 2026 | Version 1.1
These Vendor Terms and Conditions (the "Agreement") constitute a legally binding contract between StoreNova Ltd ("StoreNova," "we," "us," or "the Platform") and the business entity or individual registered as a seller ("the Vendor," "you," or "your").
1.2 By registering an account, uploading Listings, accepting orders or accessing the StoreNova Vendor Portal, you acknowledge that you have read, understood, and agreed to be bound by these terms, alongside our Acceptable Use Policy, Vendor Privacy Policy, and Dispute and Refund Policy.
1.3 This Agreement governs your professional use of the StoreNova digital marketplace to list, sell, and distribute Goods to Customers within the United Kingdom. StoreNova operates as the Merchant of Record and facilitates payment collection and settlement through Stripe Connect.
1.4 If you do not agree to these Terms, you must not access or use the Platform.
1.5 These Terms shall be read together with Clause 2 (Definitions), which forms an integral part of these Terms. In the event of any inconsistency, the main body of the Terms shall prevail unless expressly stated otherwise.
1.6 In these Terms, headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to legislation include amendments and replacements. References to "including" or "includes" mean "including without limitation."
For the purposes of these Vendor Terms and Conditions, the following definitions apply:
"Acceptable Use Policy" means the StoreNova policy governing prohibited conduct, product restrictions, and platform integrity rules.
"Available Balance" means funds that have cleared the Inspection Window and are eligible for Payout via Stripe Connect.
"Balance of Probabilities" means the evidentiary standard used by StoreNova to assess disputes.
"Clawback" means StoreNova's right to recover funds from a Vendor's Available Balance or future payouts to cover refunds, chargebacks, fees, penalties, or other sums owed.
"Contract of Sale" means the legally binding contract formed directly between the Vendor (as Principal) and the Customer.
"Customer" means the individual placing an order for Goods through the Platform.
"Disclosed Agent" means StoreNova's role acting on behalf of the Vendor, with the Customer being aware that the Vendor is the Principal seller.
"Dispatch Confirmation" means the notification confirming that the Vendor has begun preparing or dispatching Goods.
"Goods" means all food products or other items listed or sold by the Vendor through the Platform.
"Gross Order Value" means the total amount paid by the Customer, including Goods price, VAT, delivery charges, and any mandatory fees.
"HMRC" means His Majesty's Revenue and Customs.
"Inspection Window" means the period during which funds remain in Pending Payout status: 6 hours for Patent Defects and 24 hours for Latent Defects.
"KYC" means Know Your Customer identity verification required under financial regulations and conducted via Stripe Connect.
"Latent Defects" means non-visible issues discovered after delivery, including internal spoilage or food safety hazards.
"Listing" means any product page or offering the Vendor creates on the Platform.
"Merchant of Record" or "MoR" means StoreNova Ltd, responsible for payment collection, refunds, and settlement through Stripe Connect.
"Order Preparation Notice" means a notification confirming that the Vendor has begun preparing the Goods.
"Patent Defects" means visible or obvious defects at delivery, including damaged packaging, incorrect items, or temperature issues.
"Pending Payout" means funds collected but not yet cleared for Vendor settlement.
"Payout" means the transfer of funds to the Vendor through Stripe Connect.
"PCI‑DSS" means the Payment Card Industry Data Security Standard.
"Platform" means the StoreNova digital marketplace, including the app, website, portal and backend systems.
"PPDS" means Pre-packed for Direct Sale, as defined under UK food information legislation.
"Principal" means the Vendor in its legal role as seller of the Goods.
"Safe Place" means a Customer‑designated location where Goods may be left by a courier.
"SCA" means Strong Customer Authentication under UK financial regulations.
"Service Fee" means StoreNova's commission plus Stripe Connect payment processing fees.
"Sign-off" means the Customer's act of providing a Delivery Code or confirmation acknowledging receipt of Goods.
"Stripe Connect" means the payment infrastructure provided by Stripe Inc. used for KYC, payment collection, and Vendor payouts.
"Vendor" means any entity registered on the Platform to list and sell Goods.
"Vendor Privacy Policy" means StoreNova's privacy notice governing Vendor data processing.
"Vendor Transaction Data" means financial, operational, or identity information StoreNova may be required to disclose to HMRC or authorities.
3.1 StoreNova provides a technology Platform to facilitate sales. StoreNova acts as a Disclosed Agent, and the Contract of Sale is formed directly between the Vendor (Principal) and the Customer.
3.2 As Merchant of Record (MoR), StoreNova collects the Gross Order Value and processes payments via Stripe Connect. StoreNova's MoR role is strictly limited to payment processing, settlement, and dispute administration and does not make StoreNova the legal seller, manufacturer, distributor, or guarantor of the Goods. Nothing in these Terms makes StoreNova the seller of the Goods, nor transfers or reduces any product, food safety, allergen, quality, or legal liabilities, which remain exclusively with the Vendor.
3.3 Vendors operate as independent businesses. Nothing in these Terms creates, or shall be deemed to create, any relationship of employment, agency (other than as Disclosed Agent for sales), partnership, or joint venture between StoreNova and any Vendor. Similarly, Couriers engaged to deliver orders are independent third‑party service providers. StoreNova does not employ, supervise, or control Couriers and is not responsible for their independent actions outside the delivery services coordinated through the Platform.
3.4 StoreNova uses third‑party delivery partners to facilitate order fulfilment. StoreNova reserves the right to change, add, or remove delivery partners and their service offerings from time to time at its sole discretion, without prior notice to the Vendor.
3.5. StoreNova reserves the right to conduct periodic compliance audits, including verification of food safety registration, hygiene ratings, insurance documentation, and regulatory compliance.
4.1 Vendors must be registered UK businesses with a minimum 3-star local authority food hygiene rating.
4.2 Vendors must complete KYC verification required by StoreNova and Stripe Connect.
4.3 StoreNova may request updated documentation or re‑verification at any time.
5.1 The Vendor shall be solely responsible for ensuring all food products are safe, fit for consumption, and compliant with all applicable UK food safety laws including, but not limited to, the Food Safety Act 1990 and the General Food Regulations 2004 and equivalents.
5.2 The Vendor accepts and shall assume absolute liability for the accuracy of allergen information. Listings must clearly state the presence of any of the 14 statutory allergens. In accordance with the UK Food Information Amendment (2019), all pre-packaged food for direct sale (PPDS) must be labeled with a full ingredients list and emphasised allergen information.
5.3 Vendors shall set their own prices. All prices must be inclusive of any applicable UK VAT.
5.4 Vendors must ensure that packaging is:
(a) Tamper-evident and leak-proof.
(b) Food-grade and capable of maintaining the structural integrity of the product during transit.
(c) Sufficiently insulated for temperature-sensitive items (e.g., raw meat or frozen goods).
StoreNova shall not be liable for spoilage resulting from inadequate packaging.
5.5 Vendors must maintain traceability records. In the event of a product recall, the Vendor must notify StoreNova immediately, within 2 hours, and provide a list of all impacted Customers. The Vendor shall be responsible for all costs associated with such recall, including Customer notifications and refunds.
5.6 The Vendor must have the order packed and ready for collection at the start of the designated pickup window. Failure to do so may result in Courier wait-time fees or Customer delivery delays being charged back to the Vendor's Available Balance.
5.7 The Vendor shall not attempt to divert Customers away from the Platform or solicit direct payments. This includes:
(a) Including flyers or business cards in the packaging that offer "Direct" or "Cheaper" prices.
(b) Asking Customers for cash on delivery.
(c) Sharing personal phone numbers or bank details via the Platform chat.
A breach of this clause results in an immediate £500 administrative penalty and permanent account termination.
5.8 The Vendor must interact with Customers and Couriers with professional courtesy. Reported incidents of harassment, discrimination, or abusive behavior will result in immediate suspension.
5.9 Vendors operating outside the United Kingdom, or supplying Goods that originate from outside the United Kingdom, must ensure full compliance with all applicable UK food safety, customs, import control, tax, labelling, and regulatory requirements where Goods are supplied to UK Customers. The Vendor shall be solely responsible for any duties, tariffs, certifications, border documentation, or regulatory approvals required for lawful import and sale.
5.10 Where Goods are imported into the United Kingdom, the Vendor shall act as the importer of record unless otherwise agreed in writing.
6.1 The Vendor represents and warrants that all Listings are accurate, up-to-date, and not misleading. This includes, but is not limited to, descriptions of weight, origin, grade, and freshness.
6.2 Images used in Listings must be a true representation of the product being sold. The use of Stock Photos that significantly misrepresent the quality or quantity of the actual item is strictly prohibited and constitutes a material breach of these terms.
6.3 Vendors must manage their inventory in real-time. If a product is unavailable, the Listing must be deactivated immediately. Where a Vendor accepts an order they cannot fulfill, StoreNova reserves the right to charge a cancellation fee to cover administrative costs and Customer disappointment.
6.4 Vendors shall not list any items that are illegal, hazardous, or prohibited by the StoreNova Acceptable Use Policy. StoreNova reserves the right to remove any Listing at its absolute discretion without prior notice.
6.5 By creating a Listing, the Vendor grants StoreNova a non-exclusive, royalty-free, worldwide license to use, display, and reproduce the content (including photos) for marketing and operational purposes. The Vendor warrants they own the rights to all content uploaded.
7.1 StoreNova collects the Gross Order Value as Merchant of Record and processes payments using Stripe Connect.
7.2 StoreNova deducts its commission and Stripe fees (the "Service Fee") before the remaining balance enters Pending Payout.
7.3 Payouts are disbursed via Stripe Connect to the Vendor's connected bank account once the Inspection Window has passed and no dispute is raised.
7.4 StoreNova reserves the right to delay, withhold or deduct from future payouts any amounts owed due to: (a) Customer refunds; (b) Chargeback fees; (c) legal or indemnity costs arising from Vendor's breach or (d) Administrative penalties. StoreNova may also deduct commissions, refunds, and chargebacks.
7.5 StoreNova may delay payouts for risk, fraud, or first‑time Vendor reviews (up to 14 days).
7.6 StoreNova may Clawback funds if payouts have already been made but StoreNova must return money to Customers, banks, or regulators.
8.1. StoreNova administers disputes and refunds as Merchant of Record and collects the Gross Order Value from the Customer at the point of transaction.
8.2 The Inspection Window is 6 hours for Patent Defects and 24 hours for Latent Defects. During this period, funds remain in Pending Payout status.
8.3 Refunds authorised by StoreNova will be deducted from the Vendor's Available Balance or from future Payouts where necessary. StoreNova may also apply Clawbacks if funds have already been released.
8.4 Vendors may request that disputed Goods be returned to them for inspection or audit. Any such return shall be at the Vendor's own cost.
8.5 StoreNova's decisions regarding refunds, partial refunds, or dispute outcomes are final within the Platform.
9.1. The transaction is deemed completed upon Sign-off. This acts as a waiver for claims regarding missing items or visible spoilage reported after the 6 hours Patent Defect window has expired.
9.2. Sign-off does not waive Vendor liability for Latent Defects, including internal spoilage, food safety issues, or illness arising from consumption, provided such issues are reported within twenty‑four (24) hours of delivery.
9.3 StoreNova Admin is the final arbiter for all platform disputes. By using the Platform, the Vendor agrees to abide by StoreNova's decision to issue a full or partial refund, which may be deducted from the Vendor's Available Balance or future Payouts.
9.4 In quality-related disputes, Vendors may request the return of affected Goods at their own expense. Customers will be instructed not to dispose of the Goods until the dispute has been concluded.
The Vendor shall fully indemnify, defend, and hold harmless StoreNova Ltd and its officers against all liabilities, costs, expenses, damages, and losses (including direct and indirect losses, loss of reputation, and all interest, penalties, and legal costs) arising from:
(a) Any claim made against StoreNova for death, personal injury, or illness arising from the Vendor's products;
(b) Mislabeling, allergen errors, or PPDS non-compliance;
(c) Any claim that the Vendor's Listing or product infringes third-party Intellectual Property;
(d) Vendor fraud or chargebacks; and
(e) Any breach of these Terms or applicable law.
11.1 Either party may terminate this Agreement at any time by providing 30 days' written notice to the other party via the platform's designated support channel or registered email.
11.2 StoreNova reserves the right to terminate or suspend a Vendor account immediately and without notice if:
- The Vendor's food hygiene rating falls below the required threshold (3 stars), or a serious health and safety/allergen breach is reported;
- The Vendor fails KYC/AML checks;
- The Vendor attempts to circumvent StoreNova's payment system (e.g., soliciting direct cash sales from Customers) or uses fake reviews; and
- The Vendor violates the Acceptable Use Policy or fails to remedy a minor breach within 7 days of a warning.
11.3 Upon termination or suspension:
- The Vendor must fulfill all outstanding orders accepted prior to the notice, unless instructed otherwise by StoreNova.
- StoreNova will settle any remaining balance to the Vendor's bank account after a 60-day holding period to cover potential customer disputes, chargebacks, or refunds.
- The Vendor must immediately cease using any StoreNova customer data and certify the deletion of all Customer personal data within 24 hours of termination, in accordance with the Vendor Privacy Policy.
12.1 A party shall not be liable for any delay or failure to perform its obligations under this Agreement where such delay or failure results from events beyond its reasonable control ("Force Majeure Event"), including but not limited to natural disasters, fire, epidemic or pandemic, war, civil unrest, government action, sanctions, changes in law, labour disputes, transport or border disruption, failure of utilities, cyber incidents, or failure of third-party service providers (including payment processors or logistics partners).
12.2 The affected party shall notify the other party as soon as reasonably practicable and use reasonable endeavours to mitigate the effects of the Force Majeure Event.
12.3 If the Force Majeure Event continues for more than thirty (30) consecutive days and materially affects performance, either party may terminate this Agreement on written notice without liability, except for obligations accrued prior to termination.
12.4 Nothing in this clause shall excuse payment obligations already accrued prior to the Force Majeure Event.
13.1 These terms, and any dispute arising from them, are governed by the laws of England and Wales. All parties submit to the exclusive jurisdiction of the English Courts.
13.2 Where the Vendor is domiciled or registered in Scotland, Wales, or Northern Ireland, certain mandatory aspects of Scottish, Welsh, or Northern Irish law may apply to the extent required by statute. This does not alter the governing law of this Agreement.
13.3 Nothing in these Terms excludes, limits, or overrides any mandatory statutory rights or protections applying under English, Scottish, Welsh, or Northern Irish law, including the Food Safety Act 1990, the Consumer Rights Act 2015, the Food Hygiene Regulations applicable in each jurisdiction, or equivalent devolved legislation.
This Policy is reviewed every 12 months by senior management and updated in response to regulatory changes.
Version Control: Version 1.1
Date: 05 March 2026