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Terms and Conditions of Use — SHUPU App

Version: [pending, e.g. 2026-09-01] Last updated: [date]

0. Provider Identification

Tax identity (owner and Tax ID) and a registered office will be completed upon sole-trader or company registration. A private home address is not published.

Spanish law (LSSI-CE) requires clear identification of the service provider. Owner, Tax ID and registered office still need to be completed before production release. There is no exemption based on turnover or company size for this obligation — it applies from day one of activity, regardless of revenue. The pre- and post-contract information duties for electronic contracting under Spanish law fully apply to the merchant subscription sign-up flow via Stripe, even though there is no sale to the end consumer within the app.

1. Purpose and Definitions

1.1. SHUPU is a proximity social platform that connects independent local merchants with nearby residents, combining offers, physical activation via beacons, neighborhood community features, and analytics. It includes:

1.2. This document governs access to and use of the app and web panel ("the Services") by two User profiles:

1.3. By accessing the Services you confirm you have read, understood, and agreed to these Terms. If you disagree, you must stop using the Services immediately.

2. Acceptance of these Terms

2.1. Access to certain features requires express acceptance via a checkbox, at the following moments: merchant sign-up, publishing an offer, and any subsequent substantial change (§19.3).

2.2. Acceptance is recorded with the document version, date, time, and User/merchant identifier, with evidentiary value.

2.3. For minor changes (corrections, clarifications that don't alter rights or obligations), continued use after the update implies acceptance. Substantial changes require express action — see §19.

3. What SHUPU Is to the User (nature of the service)

3.1. SHUPU is a technology intermediary. It is not a party to the purchase or service contract that arises between the Client User and the merchant upon redeeming an offer.

3.2. Each merchant is solely responsible for the accuracy of its offers and for meeting its stated conditions (stock, price, quality, timing). Claims about the redeemed product or service should be directed to the merchant, not SHUPU.

3.3. For consumer disputes arising from a purchase, the consumer User may use the EU's Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr, without prejudice to ordinary legal remedies.

4. Conditions for End Users (clients)

4.1. Minimum age: using SHUPU requires being at least 18 years old and having legal capacity to contract. By registering, you confirm you meet this requirement. If we detect an account belonging to someone under 18, we may suspend or cancel it. (Set at 18, not the 14-year digital-consent age for data processing, because accepting these Terms is a contract — under Spanish law, full contractual capacity requires legal majority — and it matches comparable platforms such as Wallapop or Vinted.)

4.2. Registration requires basic profile data (nickname, email). Phone numbers are not requested or stored as a method to search for or invite other users.

4.3. The User warrants that the information provided is true, current, and complete, and undertakes to keep it updated. The User is responsible for their account use and for keeping their credentials confidential.

4.4. Proximity features (BLE beacons, neighborhood geolocation) require device permissions, which can be granted and revoked at any time from system settings; revoking them may prevent the use of proximity-dependent offers, without affecting the rest of the Service.

4.5. Points, stamps, and rewards from the loyalty program have no monetary value outside the platform, are not transferable between users, and may expire according to each offer's/merchant's conditions.

5. User-Generated Content (chat, groups, reviews)

5.1. Group chat and community features must be used in accordance with SHUPU's community guidelines. By posting content (messages, comments, reviews, images), the User represents that:

5.2. The User grants SHUPU a non-exclusive, worldwide, royalty-free license to store, display, and distribute such content within the platform, while the account remains active or until the content is deleted. SHUPU does not claim ownership of User content. Unlike Merchant Content under §9.3, this license does not cover uses outside the platform.

5.3. SHUPU may moderate, edit, or remove content, and suspend accounts, that breach this rule, and provides reporting mechanisms. SHUPU has no obligation to pre-screen all content.

6. Conditions for Merchants

6.1. Registering a merchant implies acceptance of this document and the accuracy of the business data provided (location, ownership, activity).

6.2. The merchant is solely responsible for the content of its offers, prices, redemption conditions, and compliance with the regulations applicable to its activity (consumer protection, discounts and promotions, tax, and sector-specific rules where relevant).

6.3. Internal roles: each merchant can assign internal roles (owner, manager, staff) with different levels of panel access. The owner is ultimately responsible for the merchant account before SHUPU, including actions taken by managers/staff they have invited.

6.4. Beacon hardware (BLE): when SHUPU provides a physical beacon device to a merchant, it is provided free of charge, on loan (comodato, arts. 1740 et seq. of the Spanish Civil Code), not in ownership, tied to the merchant's active subscription.

6.4.1. The merchant (bailee) must use the device exclusively as instructed by SHUPU and return it upon cancelling the subscription or leaving the platform. If it is used for a different purpose than agreed, or kept beyond the due date after cancellation, the merchant will be liable for its loss even if caused by an unforeseeable event (art. 1744 CC).

6.4.2. The merchant is not liable for deterioration resulting from normal use of the device absent fault on its part (art. 1746 CC).

6.4.3. In case of loss, non-return, or damage attributable to the merchant, it must pay the device's replacement cost, set at [amount pending — reference: approximate hardware cost, ~€15–25/unit] (agreed valuation, art. 1745 CC). No additional penalty applies on top of this replacement cost.

(Placeholder: confirm this model — loan — definitively against the alternative of selling the hardware at cost; if sale is chosen, this section must be rebuilt entirely since the loan/bailment regime would no longer apply.)

6.5. SHUPU acts as a technology intermediary and is not a party to the consumer relationship between the merchant and the Client User arising from an offer or redemption (see §3).

6.6. Compliance with Regulation (EU) 2019/1150 (P2B). By connecting merchants (business users) with consumers, SHUPU is subject to the P2B Regulation in its relationship with merchants:

6.6.1. Changes to these terms. Any modification to these Terms affecting merchants will be notified at least 15 days before it takes effect, unless there is a legal obligation for immediate application or the merchant expressly waives that period. If the change requires the merchant to make significant technical or commercial adjustments, SHUPU may extend this period. This provision is in addition to, and does not replace, the reacceptance mechanism in §19.

6.6.2. Restriction, suspension, or termination of a merchant. If SHUPU decides to restrict, suspend, or terminate a merchant's access to the Services, it will provide a reasoned notice at least 30 days in advance, unless required otherwise by law, in cases of reasonable suspicion of fraud, serious breach of these Terms, or risk to the security of the Services or third parties, in which case the measure may be immediate.

6.6.3. Ranking and visibility. The main parameters determining the relative visibility of merchants and offers within the App (e.g., proximity, relevance, subscription plan, recent activity) are described in [pending: link to help article/support center], without this implying disclosure of the exact algorithm.

6.6.4. Internal complaint-handling system and mediation. Given SHUPU's current size (a small enterprise under the Annex to Commission Recommendation 2003/361/EC), it is not required to implement the internal complaint-handling system under Art. 11 of the P2B Regulation nor to designate mediators under Art. 12. Nonetheless, any merchant may raise issues at shupucompany@gmail.com. This exemption will be reviewed if SHUPU exceeds the staff (50 employees) or turnover (€10 million) thresholds that define a small enterprise.

7. Joint Offers and "Shupu Day" Events (merchant-to-merchant relationship)

This section specifically governs the relationship when multiple merchants participate in the same offer or event. It applies to joint offers ("joint") and to the neighborhood "Shupu Day" events (technical identifier black_shupu).

7.1 Nature of the collaboration

7.1.1. A joint offer or a Shupu Day is a commercial arrangement between the participating merchants, technically facilitated by SHUPU. SHUPU is not a party to that arrangement and does not guarantee its performance by any of the merchants involved.

7.1.2. Each participating merchant is individually responsible for its own part of the arrangement. SHUPU does not assume joint or several liability for one merchant's breach towards another, nor towards the end customer.

7.2 Governance

7.2.1. Joint offers ("joint"): the creating merchant invites other merchants, who must expressly approve their participation before publication. An invited merchant may decline the invitation without consequences from SHUPU.

7.2.2. Shupu Day: a "lead" merchant runs the campaign. Depending on the configured access mode, other merchants may join subject to the lead's approval, an open-with-approval process, or automatic open enrollment. Founding merchants have a 24-hour veto window over new entrants before they are automatically confirmed.

7.2.3. A merchant cannot join a Shupu Day already underway ("live") except with the lead's express manual authorization, which is logged.

7.3 Breach and merchant withdrawal

7.3.1. If a merchant breaches its part of the arrangement, the customer's claim should be directed to that merchant. SHUPU may mediate in good faith but is not obliged to compensate the customer or the other participating merchants financially.

7.3.2. A merchant withdrawing from an already-published joint offer or Shupu Day must notify this as soon as possible; their withdrawal does not automatically invalidate the other participants, who may continue if the offer remains valid without them.

7.4 Use of the "Shupu Day" brand

7.4.1. Participating merchants may use the "Shupu Day" name and visual identity solely to promote their participation in that specific event, following SHUPU's brand guidelines, without this constituting any brand assignment or right of use outside that context.

7.5 Data visible between co-participating merchants

7.5.1. Participating merchants can publicly see which other merchants are part of the same offer/event (name, location), but cannot access personal data of other merchants' customers beyond what is already visible through normal use of the App.

8. Payments and Subscription (merchant)

8.1. Access to merchant features (advanced offer types, beacons, Shupu Day) requires a paid subscription, whose current price and terms are shown in the panel prior to purchase.

8.2. Payments are processed through Stripe, which acts as the payment gateway; SHUPU does not store card data.

8.3. Prices are shown in euros, taxes included where applicable. SHUPU may correct pricing errors even after having requested or received payment.

8.4. Plan changes may generate proration under the applicable billing rules. Cancellation keeps the contracted capabilities until the end of the already billed period, unless stated otherwise in the cancellation process itself.

8.5. Right of withdrawal. By purchasing the subscription, the merchant expressly declares that it acts within the scope of its business or professional activity, and therefore the 14-day consumer withdrawal right under Spanish consumer law does not apply. Subsidiarily, and only should that declaration not apply to a specific case, the merchant gives express consent for the digital service to begin immediately upon contracting, and acknowledges that, under Spanish consumer law (arts. 103.a and 103.m TRLGDCU), it loses its withdrawal right once the service has begun performance with that prior, express consent.

9. Intellectual Property

9.1. The "SHUPU" brand, the app's design, the source code, and the platform's own content are owned by [owner] and are protected by intellectual and industrial property law.

9.2. The User is granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Services in accordance with these Terms. Copying, reproducing, distributing, or commercially exploiting any part of the Services without prior written authorization is prohibited.

9.3. Merchants retain ownership of the images, logos, texts, videos, and other content they upload to their listings and offers, as well as of their distinctive signs (trade name, trademark, and logo) ("Merchant Content"). They grant SHUPU a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, transform, publicly communicate, distribute, and display Merchant Content, and to create derivative works from it (crops, reframing, text overlays, stories, video, or other promotional formats), both within the platform and outside it — including SHUPU's website, social media, app-store listings, commercial presentations, and advertising or promotional materials — for the purpose of promoting the Services, the merchant, or its offers.

9.3.1. SHUPU may sublicense these rights only to providers acting on SHUPU's behalf (agencies, printers, advertising platforms such as Meta or Google, and equivalents). This license is transferable only together with the Services, in accordance with §22.3. It is not an assignment of ownership: the merchant remains the owner of the Merchant Content. Authors' moral rights are inalienable under Spanish law (art. 14 LPI) and this clause does not waive them; the merchant simply consents, in specific cases where the format does not reasonably allow attribution (for example, a short paid advertisement), that SHUPU may omit that credit in that instance, without this constituting a breach of these Terms or any waiver of the right in general.

9.3.2. This license does not authorize SHUPU to sell Merchant Content to third parties for purposes unrelated to promoting the Services, nor to use it in a way that suggests an endorsement or association not authorized by the merchant, distorts the merchant, or associates the merchant with a competitor.

9.3.3. The license for use within the platform ends when the merchant cancels its account or removes the content, without prejudice to backups and technical caches. The license for use outside the platform (marketing) does not authorize SHUPU to start new promotional uses after account closure. In respect of Merchant Content already used in promotional materials or campaigns before closure, the license remains in effect unless the merchant requests withdrawal in writing. In that case: SHUPU will cease use on digital media (website, social media, active ads) within 15 days of the request; already-produced materials (print, already-published videos) and advertising campaigns already contracted may run until they expire, without reprinting or relaunching.

9.3.4. Brand integrity. Any adaptation or transformation of Merchant Content that includes the merchant's trade name, trademark, or logo shall respect its integrity and shall not distort it, degrade it, or associate it with inappropriate content or with third parties not authorized by the merchant. This guarantee is reciprocal to the one SHUPU requires of merchants regarding use of the "Shupu Day" identity in §7.4.

9.4. Merchant warranties. By uploading Merchant Content, the merchant represents and warrants that: (a) it owns or has the necessary licenses and authorizations, including intellectual-property, trademark, and trade-name rights; (b) it has obtained, where applicable, the consent of any persons appearing in images or videos (image rights under Spanish Organic Law 1/1982); and (c) the content does not infringe third-party rights and is not unlawful. Breach of these warranties is covered by the indemnification in §16.

(Internal note: the expanded license applies only to Merchant Content — photos, logos, and distinctive signs from listings and offers. User content in chat/reviews (§5.2) remains limited to on-platform use. Do not claim “ownership” of a merchant's logos or photos: this is a license, not an assignment.)

10. Prohibited Activities

When using the Services, the User agrees not to:

Breach may result in account suspension or termination, without prejudice to any other applicable legal action.

11. Mobile Application License

11.1. SHUPU grants the User a revocable, non-exclusive, non-transferable license to install and use the App on devices they own or control, strictly in accordance with these Terms.

11.2. The User shall not: decompile or reverse-engineer the App (except as permitted by law); modify it or create derivative works; use it for unauthorized commercial purposes; remove intellectual property notices; or use it to build a competing product.

11.3. If the App is obtained through the Apple App Store or Google Play, the respective store's terms of use additionally apply. SHUPU is responsible for maintenance and support of the App as set out herein; the relevant app store has no support obligation and is a third-party beneficiary of these terms, able to enforce them against the User.

12. Third-Party Content and Websites

12.1. The Services may include links to third-party websites or content. SHUPU does not control and is not responsible for such content, nor for any transactions the User conducts with third parties outside SHUPU.

13. Service Management

13.1. SHUPU may, without this constituting an obligation: monitor use of the Services to detect breaches; restrict or remove content that violates these Terms; and take measures necessary to protect the integrity and proper functioning of the platform.

14. Corrections

14.1. The Services may contain typographical errors or inaccuracies (descriptions, prices, availability). SHUPU may correct these and update information at any time, without prior notice.

15. Service Availability and Liability

15.1. The Service is under continuous active development; its features may change, expand, or be modified over time. SHUPU does not guarantee uninterrupted availability or error-free operation.

15.2. Except in cases of willful misconduct or gross negligence attributable to SHUPU, and without prejudice to consumers' non-waivable rights, SHUPU is not liable for: (a) the content, quality, or fulfillment of merchants' offers; (b) the relationship between merchants in joint offers or Shupu Day (§7); (c) damages arising from beacon malfunction or the User's device; (d) indirect losses or loss of profit; (e) linked third-party content or websites (§12).

16. Indemnification

16.1. The User agrees to hold SHUPU harmless from any third-party claim arising from: the User's breach of these Terms; misuse of the Services; content posted as a Client User (§5); the User's Merchant Content (§9); or the User's infringement of third-party rights. SHUPU will reasonably notify the User of any claim covered by this clause.

17. User-Managed Data on the Platform

17.1. SHUPU performs periodic backups, but the User is solely responsible for the information they manage through the Services (e.g., product catalog, offer content). SHUPU does not guarantee recovery of data lost for reasons beyond its control.

18. Electronic Communications

18.1. Using the Services, sending emails, and completing forms constitute electronic communications. The User consents to receive them and agrees that they satisfy any legal requirement for written form, including the electronic acceptance of these Terms and their subsequent versions (§2, §19).

19. Modification of these Terms and Reacceptance

19.1. SHUPU may modify these Terms to adapt to legal changes, new features (including joint offers and Shupu Day), or Service improvements.

19.2. Minor changes are published without requiring new acceptance; continued use implies agreement (§2.3).

19.3. Substantial changes (affecting the User's rights or obligations, liability, data processing, or introducing relationships such as those in §7) require express acceptance of the new version before continuing to use the affected features. Until accepted, SHUPU may restrict access to those features (creating/publishing offers, participating in Shupu Day, managing the subscription), while keeping access to basic browsing features.

19.4. A substantial change is not deemed accepted merely by continued use; an express action is required (e.g., tapping "Accept" on the corresponding notice).

19.5. Each version is identified by a version number; each User's and merchant's acceptance date is recorded (§2.2).

20. Data Protection

20.1. Personal data processing is governed by SHUPU's Privacy Policy, in accordance with the GDPR and Spanish data protection law (LOPD-GDD), covering among other things: approximate location data (neighborhood/zone resolution), interactions with BLE beacons, and captured-offer history.

Pending: link the Privacy Policy here once it exists as a separate namespace (privacyPolicy) in config_msvc, per the roadmap.

21. Governing Law and Jurisdiction

21.1. This document is governed by Spanish law; the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

21.2. If the consumer User resides in the EU, they additionally retain the protection afforded by mandatory provisions of the law of their country of residence.

21.3. Where the User qualifies as a consumer under Spanish consumer protection law (Royal Legislative Decree 1/2007), any dispute will be submitted to the courts that have jurisdiction under applicable law, without this clause limiting the mandatory protections the law grants to consumers, in particular the forum of the consumer's domicile. The consumer may additionally use the EU ODR platform (§3.3).

21.4. For disputes with merchant (owner) Users acting within their business or professional activity, the parties submit to the courts that have jurisdiction under the general venue rules of the Spanish Civil Procedure Act (domicile of the defendant). For merchants domiciled outside Spain, both parties submit exclusively to the courts of Ourense (Spain).

(Ourense is not set as a general forum against Spanish merchants: under Spanish procedural law, exclusive jurisdiction clauses in adhesion contracts / standard terms are unenforceable, even where the User is not a consumer.)

22. Miscellaneous

22.1. These Terms, together with the Privacy Policy, constitute the entire agreement between the User and SHUPU regarding the Services.

22.2. SHUPU's failure to exercise a right does not constitute a waiver of it. If any clause is held invalid, the remaining clauses remain in full force.

22.3. No partnership, employment, or agency relationship is created between the User and SHUPU by use of the Services. SHUPU may assign its rights and obligations under these Terms.

23. Contact

23.1. For questions about these Terms: shupucompany@gmail.com.

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