Terms of Service

Last updated: [DATE]

These Terms of Service ("Terms") are a legal agreement between you and [COMPANY LEGAL NAME], a company organized under the laws of [STATE/COUNTRY] ("Company," "ROPELS," "we," "us," or "our"), governing your access to and use of the ROPELS website, marketplace, point-of-sale software, booking system, and any shop website or storefront hosted on the platform (collectively, the "Services"). By accessing or using the Services in any capacity — as a visitor, customer, guest, registered user, or as a Merchant operating a Shop — you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. The Platform Model — What ROPELS Is and Is Not

ROPELS is a software and marketplace platform that enables independent, third-party businesses ("Merchants," "Tenants," or "Shops") to operate point-of-sale, inventory, staff, appointment booking, and their own public storefront. ROPELS is a technology provider only. Each Shop is an independent business, is solely responsible for its own products, services, pricing, descriptions, availability, fulfilment, staff conduct, and compliance with applicable law, and is not an employee, agent, joint venturer, or franchisee of ROPELS. ROPELS does not manufacture, sell, prepare, inspect, or deliver any product or service listed by a Shop, does not employ or supervise any Shop's staff, and is not a party to the transaction between you and a Shop.

Any dispute regarding an order, appointment, product quality, service quality, refund, or delivery is between you and the relevant Shop. ROPELS may, at its discretion and without obligation, assist in facilitating communication between parties, but assumes no responsibility for resolving such disputes.

2. Eligibility and Accounts

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to create an account or act as a Merchant. Guest checkout and guest booking are provided for convenience and do not require an account; you remain bound by these Terms when using them. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of any unauthorized use.

3. Orders, Bookings, and Pricing

• All prices, availability, and product/service descriptions are set and controlled solely by the Shop. ROPELS does not verify, guarantee, or warrant the accuracy of any Shop's listings.
• Orders and bookings placed through the Services are offers to purchase or book, which the Shop may accept, decline, or cancel at its discretion.
• Double-booking of appointment slots may occur; ROPELS's software displays a warning to Shop staff but does not block the booking, as scheduling decisions are left to the Shop's discretion. ROPELS is not responsible for scheduling conflicts, missed appointments, or Shop staff availability.
• Where advance/online payment is required for an order, such payments may be confirmed manually by Shop staff (where no payment gateway is connected) rather than processed instantly, and orders may be held pending confirmation. ROPELS does not guarantee any particular confirmation time.
• Refunds, cancellations, exchanges, and order accuracy are entirely at the discretion of and the responsibility of the Shop, subject to applicable consumer protection law.

4. Payments

Where a Shop has connected a supported third-party payment gateway, payment processing is performed by that gateway under its own terms, and ROPELS is not a party to, and assumes no liability for, the processing, security, or outcome of such payments. Where no gateway is connected, payment is arranged directly between you and the Shop (e.g., cash, in-person card, or a manually confirmed transfer), and ROPELS has no visibility into or responsibility for the completion of that payment. You are solely responsible for verifying amounts before completing any payment.

5. Prescription and Regulated Products

Certain Shops (e.g., pharmacies) may use ROPELS's prescription-capture features to record prescriber and patient information for regulated products. This functionality is a recordkeeping tool provided to the Shop; ROPELS does not review, verify, dispense, or take responsibility for the accuracy, legality, or appropriateness of any prescription, product, or sale recorded through it. Compliance with pharmacy, controlled-substance, and medical recordkeeping law is solely the Shop's responsibility.

6. Merchant Obligations

If you operate a Shop on ROPELS, you additionally agree that:

• You are solely responsible for the legality, safety, accuracy, and quality of everything you list, sell, or provide, and for holding any license or permit required to do so (including, where applicable, pharmacy or controlled-substance licensing).
• You will not list products or services that are illegal, counterfeit, unsafe, or that infringe a third party's rights.
• You are solely responsible for your own tax obligations, employment/labor law compliance for your staff, and consumer protection compliance in your jurisdiction.
• You will not represent ROPELS as a guarantor, insurer, or co-seller of your products or services.
• You indemnify ROPELS as set out in Section 10 below for claims arising from your business operations.

7. Acceptable Use

You agree not to: use the Services for any unlawful purpose; attempt to access another user's or Shop's data without authorization; scrape, reverse-engineer, or interfere with the Services; submit false reviews or fraudulent orders; abuse guest checkout, signup, or review forms (automated abuse is throttled and may result in a permanent block); or upload content that is defamatory, obscene, or infringes intellectual property rights. We may suspend or terminate access for any violation, at our sole discretion, without liability to you.

8. Intellectual Property

The ROPELS name, logo, software, and platform design are the property of the Company and protected by intellectual property law. Merchants retain ownership of their own content (product photos, descriptions, branding) uploaded to their Shop, and grant ROPELS a non-exclusive, worldwide, royalty-free license to host, display, and distribute that content as necessary to operate the Services (including on the public marketplace and search).

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Without limiting the foregoing, ROPELS does not warrant that: the Services will be uninterrupted, timely, secure, or error-free; any product, service, booking, or listing offered by a Shop will meet your expectations, be accurate, safe, or lawful; or any defect will be corrected. You use the Services, and transact with any Shop, entirely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you, and in that case only the minimum exclusions required by law will be disapplied.

10. Limitation of Liability and Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• ROPELS, the Company, and its officers, employees, and agents SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to your use of the Services, any transaction with a Shop, or these Terms, even if advised of the possibility of such damages.
• ROPELS's total aggregate liability for any claim arising out of or relating to the Services shall not exceed the greater of (a) the amount of fees, if any, you paid directly to ROPELS (as opposed to a Shop) in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred United States dollars (US $100).
• ROPELS is not liable for any act, omission, negligence, product, service, statement, or representation of any Shop, its staff, or any third-party payment gateway, shipping provider, or integration, all of whom act as independent parties and not as ROPELS's agents.
• Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by proven gross negligence or willful misconduct, or liability that cannot be excluded under applicable consumer protection law.

Indemnification: you agree to defend, indemnify, and hold harmless ROPELS, the Company, and its officers, employees, and agents from any claim, demand, loss, or damage, including reasonable legal fees, arising out of: (a) your use or misuse of the Services; (b) your violation of these Terms or any law; (c) your transactions, products, services, or content, if you operate a Shop; or (d) your infringement of any third-party right.

11. Third-Party Services

The Services may link to or integrate with third-party services (payment gateways, mapping providers, WhatsApp, social platforms). ROPELS does not control and is not responsible for the content, policies, or practices of any third-party service.

12. Termination

We may suspend or terminate your access to the Services at any time, with or without cause or notice, including for suspected violation of these Terms. You may stop using the Services, or close your account, at any time. Sections that by their nature should survive termination (including Sections 9, 10, 13, and 14) will survive.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of [STATE/COUNTRY], without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in [JURISDICTION/VENUE], and you consent to the personal jurisdiction of those courts. [Optional: the Company reserves the right to require binding arbitration on an individual basis for certain disputes, to the extent permitted by applicable law — insert arbitration clause here if desired, reviewed by counsel.]

14. Changes to These Terms

We may modify these Terms at any time. Material changes will be reflected by an updated "Last updated" date, and, where required by law, additional notice will be given. Continued use of the Services after changes take effect constitutes your acceptance of the revised Terms.

15. General

• If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.
• Our failure to enforce any right or provision is not a waiver of that right or provision.
• You may not assign these Terms without our prior written consent; we may assign them freely in connection with a merger, acquisition, or sale of assets.
• These Terms, together with our Privacy Policy, constitute the entire agreement between you and ROPELS regarding the Services.

16. Contact

Questions about these Terms can be sent to [CONTACT EMAIL].

Disclaimer: these Terms of Service are a general template provided for informational purposes and do not constitute legal advice. Liability limitations and warranty disclaimers are not enforceable in every jurisdiction or in every circumstance — for example, many jurisdictions do not allow a business to disclaim liability for gross negligence, fraud, willful misconduct, personal injury, or certain statutory consumer-protection rights, regardless of what a contract states. This template should be reviewed and adapted by qualified legal counsel familiar with the laws of the jurisdictions in which you and your users are located before you rely on it.