Terms of Service

1. Definitions and Interpretation

1.1 Role Definitions

For the purposes of these Terms:

• "Platform" means HiveCells, the marketplace and technical infrastructure provided at hivecells.com and associated subdomains.
• "Organization" or "Creator" means the entity or individual that creates an Organization account and offers products or services through the Platform.
• "Member" or "Customer" means an end-user who purchases products or services from an Organization.
• "We", "Us", or "HiveCells" means the Platform operator.

1.2 Legal Relationship Structure

CRITICAL DEFINITION: The Platform operates as an agent and intermediary on behalf of Organizations. The Platform does NOT act as a merchant, seller, or reseller of Organization products or services.

• Organization-Member Relationship: Organizations are the legal suppliers of all products and services sold through the Platform. The contractual relationship for product sales exists directly between the Organization and the Member.
• Organization-Platform Relationship: HiveCells provides marketplace hosting, payment facilitation, and technical services to Organizations in exchange for platform fees and commissions.
• Agency Role: HiveCells facilitates transactions as agent on behalf of the Organization. All payments flow directly to the Organization's connected Stripe account.

2. Organization Terms (For Creators)

2.1 Merchant-of-Record Status

Organizations are the merchant-of-record for all sales processed through the Platform. This means:

• Organizations own the customer relationship
• Organizations are responsible for product/service delivery
• Organizations determine final pricing (subject to Platform configuration)
• Organizations handle customer service and disputes
• Organizations bear liability for product/service quality

2.2 VAT and Tax Responsibilities

Organizations are solely responsible for:

• Determining VAT applicability on their products/services
• Registering for VAT if required by law
• Charging and collecting VAT from Members where applicable
• Issuing customer invoices (if required)
• Filing VAT returns and remitting tax to authorities
• Maintaining accurate financial records

HiveCells does NOT handle VAT for Organization-Member transactions. The Platform only charges VAT on its own service fees where applicable.

2.3 Payment Processing

Organizations must connect a Stripe Express account to accept payments. By connecting Stripe:

• Member payments flow directly to Organization's Stripe account
• Platform commission is automatically deducted via Stripe Connect application fees
• Organizations control their own payout schedule and banking details
• Organizations are responsible for Stripe account compliance

2.4 Platform Fees

Organizations pay HiveCells for platform services through:

• Monthly Subscription Fee: A recurring fee based on chosen platform tier (£0-£79.99/month)
• Transaction Commission: A percentage of Member sales (2%-15% depending on tier)

Platform fees are separate supplies subject to VAT where applicable. HiveCells invoices Organizations for these fees.

2.5 Refunds and Chargebacks

Organizations control refund policies and process refunds through their Stripe dashboard. Organizations bear the cost of refunds and chargebacks. The Platform does not process refunds on behalf of Organizations.

3. Member Terms (For Customers)

3.1 Purchase Contract

When purchasing a subscription or product, Members enter into a contract directly with the Organization, not with HiveCells. The Organization is the seller of record.

3.2 Payment Processing

Payments are processed through Stripe on behalf of the Organization. HiveCells facilitates payment processing as agent but is not party to the transaction.

3.3 Refunds and Support

All refund requests, customer support, and product-related inquiries must be directed to the Organization, not HiveCells. Each Organization sets its own refund policy.

3.4 Invoices and VAT

Organizations are responsible for issuing invoices and charging VAT where applicable. If you require a VAT invoice, contact the Organization directly.

4. Platform Services and Responsibilities

4.1 Services Provided by HiveCells

The Platform provides:

• Marketplace hosting and subdomain infrastructure
• Payment gateway integration (Stripe Connect)
• Content management system
• Member tier and access control
• Email delivery infrastructure
• Technical support for platform features

4.2 Services NOT Provided by HiveCells

The Platform does NOT:

• Sell, resell, or take ownership of Organization products/services
• Control final pricing (beyond platform configuration)
• Handle VAT for Organization sales
• Process refunds on behalf of Organizations
• Issue customer invoices for product sales
• Bear liability for product quality or delivery

4.3 Platform VAT

HiveCells charges VAT on platform service fees (monthly subscription and commission) where applicable. The Platform is responsible for remitting this VAT to tax authorities.

5. Prohibited Activities

Organizations must NOT:

• Sell illegal, fraudulent, or prohibited products
• Misrepresent products or pricing
• Violate intellectual property rights
• Engage in money laundering or tax evasion
• Violate Stripe's terms of service

6. Liability and Indemnification

6.1 Organization Liability

Organizations indemnify HiveCells against all claims arising from:

• Product/service quality or delivery
• VAT or tax non-compliance
• Customer disputes or refunds
• Intellectual property violations
• Data protection breaches

6.2 Platform Liability

HiveCells is not liable for:

• Organization's products, services, or content
• Organization-Member disputes
• Organization's VAT or tax obligations
• Failed payments due to Stripe issues

7. Termination

Either party may terminate this agreement with 30 days notice. Upon termination:

• Organizations retain all customer data
• Pending payouts will be processed per Stripe's schedule
• Organizations remain responsible for fulfilling active subscriptions
• Platform fees are due through the termination date

8. Data Protection

Both parties agree to comply with GDPR and applicable data protection laws. Organizations act as data controllers for Member data. HiveCells acts as data processor for platform services.

9. Governing Law

These terms are governed by the laws of England and Wales. Disputes shall be resolved in the courts of England and Wales.

10. Contact

For questions about these terms, contact: legal@hivecells.com