The agreement governing your use of the Urban Seller platform and services.
These Terms & Conditions (the "Terms" or "Agreement") are a binding agreement between Urban Seller SA, Chemin de la Californie, 1222 Vesenaz, Geneva, Switzerland ("Urban Seller", "we", "us", "our"), and the individual or entity that registers for or uses the Services ("Customer", "you", "your"). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of an organisation, you confirm you have authority to bind it.
The Services are intended for business and professional use only and are not directed at consumers.
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for your internal business purposes. You are responsible for configuring the Services, for your authorised users, and for keeping account credentials confidential and secure. You are responsible for all activity under your account.
We may offer a free trial (for example, a 14-day trial). Trials are provided "as is" without warranty and may be modified or discontinued at any time. Unless you purchase a subscription before the trial ends, your access may be suspended and trial data may be deleted.
You agree to pay the fees for your selected plan. Unless stated otherwise: subscriptions renew automatically for successive periods at the then-current rates until cancelled; fees are non-refundable except where required by law; and fees are exclusive of taxes (such as VAT), which you are responsible for. Card payments are processed by our payment provider Stripe; by submitting payment details you authorise the applicable charges. We may suspend the Services for non-payment after notice.
You must not, and must not permit others to: use the Services unlawfully or in breach of any third party's rights; upload malicious code; attempt to gain unauthorised access to or disrupt the Services; reverse engineer, copy or resell the Services except as permitted by law; send unlawful, deceptive or unsolicited communications; or use the Services or any Marketplace/OMS data in breach of the applicable marketplace policies (including the Amazon Acceptable Use Policy and Data Protection Policy). We may investigate and act on suspected violations, including by suspending access.
The Services can connect to Marketplaces/OMS and other third-party services that you choose to enable. Your use of those services is governed by their own terms, and you are responsible for complying with them and for the authorisations you grant. We are not responsible for third-party services, and their availability or changes may affect the Services. You authorise us to access and process data from connected services solely to provide the Services to you.
As between the parties, you own all Customer Data and retain all intellectual property rights in it. You grant us a worldwide, non-exclusive licence to host, copy, transmit, process and display Customer Data only as needed to provide and support the Services and as instructed by you. We own all rights in the Services, our software, documentation and brand. We may use aggregated and de-identified data that does not identify you or any individual to operate and improve the Services.
Where we process personal data within Customer Data on your behalf, we do so as your processor under the Data Processing Addendum (Schedule 1), which forms part of these Terms. Our handling of personal data for which we are the controller is described in our Privacy Statement. You are responsible, as controller, for the lawfulness of the Customer Data you provide and the instructions you give, including having a valid legal basis and any required notices or consents for the personal data you collect from your end customers and marketplaces.
Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is public, independently developed, or required to be disclosed by law (with notice where permitted).
We will use commercially reasonable efforts to make the Services available and to provide support through our standard channels. We may perform maintenance, and may need to carry out emergency maintenance, which can affect availability. Any specific service-level commitments will be set out in an applicable order or service-level schedule.
We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated, and to the maximum extent permitted by law, the Services are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free.
To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill; and each party's total aggregate liability arising out of or related to these Terms is limited to the fees you paid to us for the Services in the twelve (12) months before the event giving rise to the liability. Nothing in these Terms excludes liability that cannot be excluded by law (such as for death or personal injury caused by negligence, or fraud).
You will defend and indemnify us against third-party claims arising from your Customer Data, your use of the Services in breach of these Terms or applicable law, or your breach of any Marketplace/OMS terms. We will defend and indemnify you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights.
These Terms apply for the Subscription Term and any renewals. Either party may terminate for material breach not cured within 30 days of notice. We may suspend the Services where required for security, legal compliance or non-payment. On termination, your right to use the Services ends; on request made within 30 days of termination, we will make Customer Data available for export, after which we may delete it in the ordinary course, subject to legal retention requirements and the Data Processing Addendum.
We may update the Services and these Terms from time to time. We will post the updated version with a new version number and effective date and, where changes are material, provide reasonable notice. Continued use of the Services after changes take effect constitutes acceptance.
These Terms are governed by the substantive laws of Switzerland, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of Geneva, Switzerland have exclusive jurisdiction over any dispute, subject to any mandatory rights you have under the laws of your country of residence.
These Terms (with the Privacy Statement and Schedule 1) are the entire agreement between the parties on their subject matter. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control (force majeure). Notices may be given through the Services or to the contact details on file.
Urban Seller SA
Chemin de la Californie
1222 Vesenaz, Geneva
Switzerland
Email: support@urbanseller.com /
legal@urbanseller.com
This Data Processing Addendum ("DPA") forms part of the Terms and applies where Urban Seller (the "Processor") processes personal data on behalf of the Customer (the "Controller") in providing the Services. It reflects the requirements of Article 28 of the EU GDPR and UK GDPR and the equivalent provisions of the Swiss FADP. Where there is a conflict on data protection matters, this DPA prevails.
The Processor processes personal data only to provide the Services. The Controller determines the purposes and means of processing the Customer Data; the Processor acts on the Controller's documented instructions, including the configuration choices the Controller makes within the Services and the Marketplace/OMS connections it authorises.
| Subject matter | Provision of the Urban Seller multichannel e-commerce management Services. |
| Duration | For the Subscription Term and until deletion or return of personal data under section 9. |
| Nature and purpose | Hosting, storage, retrieval, organisation, order management, fulfilment, customer messaging, reporting and related processing needed to provide the Services. |
| Categories of data subjects | The Controller's end customers and buyers; the Controller's staff and authorised users. |
| Categories of personal data | Names, contact details (email, phone), billing and shipping addresses, order and transaction details, buyer–seller messages, and account/user identifiers. The Services are not intended for special categories of personal data. |
The Processor will:
The Controller authorises the Processor to engage sub-processors (such as cloud hosting, payment, email and support providers) to process personal data, provided the Processor: imposes data protection obligations on each sub-processor that are no less protective than this DPA; maintains a current list of sub-processors available on request; gives the Controller reasonable prior notice of intended changes and an opportunity to object on reasonable data protection grounds; and remains liable for its sub-processors' performance.
Taking into account the state of the art and the risks involved, the Processor maintains measures appropriate to the risk, including: encryption of personal data in transit and at rest; access controls and least-privilege permissions; network, application and endpoint security; logging and monitoring; resilience and backup; secure development and change management; staff training; and regular testing and review of these measures.
The Processor will make available information reasonably necessary to demonstrate compliance with this DPA and allow for audits, including inspections, by the Controller or its mandated auditor, on reasonable prior notice, during business hours, no more than once per year (unless required by a supervisory authority or following a breach), and subject to confidentiality. The Processor may satisfy audit requests by providing relevant certifications or third-party audit reports where available.
Where the Processor retrieves personal data from a Marketplace/OMS on the Controller's instruction, the Processor will handle it in accordance with this DPA and the applicable marketplace data protection requirements, including the Amazon Acceptable Use Policy and Data Protection Policy. In particular, such data will be: used only to provide the order-fulfilment, customer-service and reporting features the Controller has enabled, and not for advertising, retargeting or unsolicited marketing; protected by encryption and access controls; retained only as long as needed to fulfil orders and meet legal obligations; and deleted when no longer required or on the Controller's instruction, consistent with the applicable marketplace policies.
The Processor may transfer personal data internationally (including to Switzerland, the EEA, the UK and the US) only where an appropriate safeguard is in place, such as an adequacy decision or the Standard Contractual Clauses together with the UK International Data Transfer Addendum and the Swiss amendments, plus any supplementary measures required to ensure an equivalent level of protection. The relevant clauses are incorporated by reference and apply where required.
The Processor will notify the Controller without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide the information reasonably available to help the Controller meet its own notification obligations and take remedial action.
On termination or expiry of the Services, and at the Controller's choice, the Processor will return or delete the Customer Data (and existing copies) within a reasonable period, unless storage is required by law. The Controller may export Customer Data using the features of the Services within 30 days of termination.
Each party's liability under this DPA is subject to the limitations and exclusions of liability in the Terms.
| Version | Date | Summary of changes |
|---|---|---|
| 1.x | Prior to 2026 | Previous Terms & Conditions (issued as PDF). |
| 2.0 | 26 Jun 2026 | Rewritten as a versioned HTML SaaS subscription agreement for UK/US/EU customers under Swiss law; added Marketplace/OMS provisions, data-protection clause and Schedule 1 Data Processing Addendum (GDPR Art. 28 / UK GDPR / Swiss FADP), including Amazon data-handling commitments. |