Terms of Service

Last updated: 19 April 2026 · Version 2.0

At a glance

• What this is: rules for using the Shelfdrop Supplier Portal (the website).
• What it isn't: your commercial deal with us — that lives in your Supplier Services Agreement.
• If they disagree: the Supplier Services Agreement wins.
• Your data: stays yours. We only use it to run the service.
• Liability: capped per your Supplier Services Agreement. Nothing here limits anything we're not allowed to limit under English law.
• Governing law: England and Wales.

This summary is for convenience. The full terms below are what legally applies.

1. About these terms

These terms (the "Terms") govern your use of the Shelfdrop Supplier Portal at portal.shelfdrop.com (the "Portal"), operated by Shelfdrop Ltd ("Shelfdrop", "we", "us", "our"):

• Company number: 16604856
• Registered office: 105 Piccadilly, London, W1J 7NJ
• VAT number: 497 6877 02

By creating an account or using the Portal, you agree to these Terms. If you do not agree, do not use the Portal.

2. Relationship to your Supplier Services Agreement

If your supplier has signed a Supplier Services Agreement ("BSA") with Shelfdrop, that agreement governs the commercial relationship: consignment, commission, fulfilment, duty, payouts, term and termination, indemnities, and similar commercial matters.

These Terms govern your use of the Portal as a tool. They do not replace the BSA. Where the BSA and these Terms conflict, the BSA controls.

If you use the Portal without a BSA in place (for example, during a trial or pre-contract evaluation), these Terms apply on their own.

3. Accounts

Access to the Portal is subject to our approval. We may decline, suspend, or revoke access at our discretion, in particular where we are not satisfied that you or your supplier meet our onboarding, compliance, or commercial requirements.

You must:

• provide accurate information when you register and keep it up to date
• keep your login credentials confidential and not share them
• notify us promptly at support@shelfdrop.com if you suspect unauthorised use of your account
• be authorised by your supplier to act on its behalf when you register on its behalf

You are responsible for all activity under your account.

You confirm that you are at least 18 years old. The Portal is used to support the sale of alcoholic products and is not intended for anyone under 18.

4. Acceptable use

You agree not to:

• attempt to access data, accounts, systems, or environments you are not authorised to access
• reverse-engineer, decompile, scrape, or automate access to the Portal beyond documented integration points
• bypass or attempt to bypass any security, captcha, authentication, or rate-limiting measures
• upload malicious files, code, or content that infringes third-party rights (including intellectual property or data protection rights)
• interfere with the Portal's operation, availability, or integrity
• use the Portal to send spam or unsolicited communications
• use the Portal, or data obtained through it, to train machine learning or AI models without our prior written consent
• resell, sublicense, or otherwise commercialise access to the Portal
• misrepresent your identity, your authority to act for a supplier, or your supplier's regulatory status (including AWRS, VAT, or licensing credentials)

We may investigate suspected breaches and take any action we consider appropriate, including suspending or terminating access.

5. Your data

You retain ownership of data you submit to the Portal, including product catalogue, sales data, supplier information, and uploaded files ("Your Data"). You grant Shelfdrop a non-exclusive, worldwide, royalty-free licence to process Your Data as necessary to operate the Portal, fulfil our obligations under the BSA, and improve the service.

You are responsible for ensuring that Your Data:

• is accurate, lawful, and does not infringe third-party rights
• complies with applicable labelling, advertising, trading standards, and alcohol regulations
• is yours to upload and licence to us

Our use of your personal data is governed by our Privacy Policy.

6. AI-assisted tools

The Portal includes tools that use artificial intelligence to help generate product listings, marketing copy, market research, and related content. You understand that:

• AI-generated output can contain errors, omissions, or inaccuracies
• you are responsible for reviewing, verifying, and approving any AI-generated content before publishing it, including to Amazon, Tesco, Ocado, or any other channel
• you must not rely on AI-generated compliance, legal, or regulatory assessments without independent verification
• Shelfdrop is not responsible for the consequences of publishing AI-generated content that has not been reviewed by you

7. Intellectual property

The Portal, including its code, design, logos, branding, documentation, and content (other than Your Data and any third-party content we licence), is owned by Shelfdrop or our licensors. All rights are reserved.

You may not copy, modify, distribute, sublicense, or create derivative works of the Portal, except as strictly necessary to use it for its intended purpose.

Feedback you provide about the Portal is non-confidential, and you grant us a perpetual, royalty-free licence to use it without restriction.

8. Third parties and referrals

Shelfdrop may have commercial arrangements with referral partners, service providers, and introducers. A referral relationship does not make any third party our agent or authorise them to bind Shelfdrop, use our intellectual property, or make representations on our behalf. Any commitments made to you by a third party that are not in writing from Shelfdrop directly are not binding on us.

9. Availability, changes, and warranties

We aim for high availability of the Portal but do not guarantee uninterrupted or error-free operation. We may change, add, suspend, or remove features with reasonable notice, except where urgent security or legal reasons require immediate action.

For service levels tied to your commercial arrangement, refer to the BSA.

To the maximum extent permitted by law, the Portal is provided "as is" and "as available". We exclude all implied warranties, conditions, and representations, including warranties of satisfactory quality, fitness for a particular purpose, and non-infringement, except where exclusion is prohibited by law.

10. Your indemnity

You will indemnify and hold Shelfdrop harmless against any claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or related to:

• Your Data or content you upload to the Portal
• your breach of these Terms or of any applicable law
• your misuse of the Portal
• any claim by a third party that Your Data infringes their rights

This indemnity is in addition to any indemnities in the BSA.

11. Limitation of liability

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence
• fraud or fraudulent misrepresentation
• any other liability that cannot be limited or excluded under English law

Subject to the above, to the maximum extent permitted by law:

• we are not liable for indirect, incidental, consequential, or special losses, including loss of profit, revenue, business, goodwill, anticipated savings, or data
• where you have a BSA in place, our total aggregate liability for all claims arising out of or in connection with these Terms is capped as set out in the BSA
• where you do not have a BSA in place, our total aggregate liability for all claims arising out of or in connection with these Terms is capped at the greater of (a) the fees paid or payable by you to Shelfdrop in the 12 months before the event giving rise to the claim, and (b) £1,000

12. Force majeure

Neither party is liable for failure or delay in performing its obligations under these Terms where the failure or delay arises from events beyond its reasonable control, including failures of third-party infrastructure (hosting, network, payment, or email providers), cyberattacks, regulatory action, strikes, pandemics, natural disasters, or acts of war. The affected party will notify the other as soon as reasonably practicable and take reasonable steps to mitigate the impact.

13. Termination

You may close your Portal account at any time by emailing support@shelfdrop.com.

We may suspend or terminate your access immediately where:

• you materially breach these Terms or your BSA
• we are required to by law or regulator
• continued access poses a security or compliance risk

On termination of your Portal access:

• you will have 30 days to export Your Data via the Portal or by requesting an export from support@shelfdrop.com
• after 30 days, Your Data will be deleted in accordance with our Privacy Policy and any retention obligations in the BSA
• financial and compliance records will be retained for the periods required by HMRC, AWRS, and other applicable law

Termination of your Portal account does not automatically terminate your BSA (or vice versa). Each has its own termination provisions.

Clauses that by their nature should survive termination will do so, including sections 5 (Your Data), 7 (Intellectual Property), 10 (Indemnity), 11 (Limitation of Liability), 17 (Governing Law), and this sentence.

14. Notices

We may give notices under these Terms by email to the address associated with your account, by notice inside the Portal, or by post to your registered address. You may give notices to us by email to legal@shelfdrop.com or by post to our registered office.

Notices are deemed received:

• if by email, on the day sent (if sent before 5pm on a business day) or the next business day
• if by post, two business days after posting within the UK

15. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified to you by email at least 30 days before they take effect. Minor changes may be made without advance notice and will be reflected in the "Last updated" date at the top of this page.

Continued use of the Portal after the effective date of any change constitutes acceptance. If you do not accept a change, you may close your account under section 13.

16. General

Assignment. You may not assign or transfer these Terms without our written consent. We may assign these Terms to a successor or affiliate as part of a sale, merger, reorganisation, or restructuring of our business.

Severability. If any provision of these Terms is found to be unenforceable, the rest of the Terms remain in force.

No waiver. Our failure to enforce a right or provision does not waive our right to enforce it later.

Entire agreement. These Terms, together with the BSA (if any), the Privacy Policy, and any written agreement between you and Shelfdrop, form the entire agreement between us regarding the Portal.

Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce them.

17. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

18. Version history

19. Contact

Questions? Email legal@shelfdrop.com or write to:

Legal
Shelfdrop Ltd
105 Piccadilly
London
W1J 7NJ

Shelfdrop Ltd · Company no. 16604856 · VAT 497 6877 02 · England and Wales