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Terms of Service

Last Updated: February 13, 2026

1. Scope of Service

1.1 Service Description

SmartDropper LLP ("SmartDropper", "we", "us", "our") provides B2B infrastructure services for automated order execution and supplier procurement. The Service is designed exclusively for registered business clients engaged in ecommerce operations.

1.2 Service Components

  • Automated order execution via third-party procurement providers
  • Supplier integration through authorized API services
  • Operational dashboard for order tracking and return management
  • Administrative workflow automation tools

1.3 Nature of Service

SmartDropper operates as a B2B service provider. We do not sell goods to end consumers, operate a marketplace, or act as a retailer.

2. Eligibility (Business Clients Only)

2.1 Business Clients Only

The Service is available exclusively to registered business entities, sole proprietors, or independent contractors engaged in legitimate ecommerce operations. The Service is not available to individual consumers.

2.2 Registration Requirements

  • Provide accurate business registration information
  • Complete onboarding and compliance review
  • Maintain valid business status
  • Comply with all applicable laws

2.3 Prohibited Use

  • Sale of prohibited or illegal goods
  • Fraudulent or deceptive practices
  • Violation of intellectual property rights
  • Money laundering or financial crime
  • Any unlawful activity

3. Merchant of Record Responsibility

Client is the sole Merchant of Record for all sales to end customers. SmartDropper has no contractual relationship with end customers.

Client Responsibilities

  • Customer service and dispute resolution
  • Compliance with consumer protection laws
  • Product descriptions and pricing accuracy
  • Tax collection and remittance
  • Payment processing via Client’s own providers

4. Funds & Payments

4.1 Service Fees

Client pays SmartDropper service fees for order execution and procurement automation services.

4.2 Payment Methods

Payments may be made via digital assets (including USDC) and other approved methods. Digital asset processing is handled by regulated third-party providers.

4.3 Nature of Payments

  • Service fees for services rendered
  • Company revenue earned by SmartDropper
  • Not held in escrow or trust
  • Not subject to conditional release

4.4 Supplier Payments

SmartDropper uses its own corporate funds to purchase goods from suppliers and acts as buyer in those transactions.

5. Returns & Refunds

Return Process

  1. Client submits return request via dashboard
  2. SmartDropper processes return with supplier
  3. Upon supplier refund to SmartDropper, a corresponding commercial refund is issued to Client

Refunds to end customers remain the sole responsibility of the Client as Merchant of Record.

6. Limitation of Liability

Service Provided “As Is”

The Service is provided on an “as is” and “as available” basis.

No Liability For

  • Supplier shipping delays or failures
  • Product defects or non-conformity
  • Third-party API interruptions
  • End customer disputes or chargebacks
  • Client business losses

Maximum Liability

SmartDropper’s total liability shall not exceed the service fees paid by Client in the three (3) months preceding the claim.

7. No Custody / No Escrow

  • No custodial wallet services
  • No escrow accounts
  • No money transmission services
  • No conditional fund release mechanisms

8. Compliance & Onboarding

SmartDropper reserves the right to conduct compliance review and to suspend or terminate Service in cases of:

  • Fraudulent activity
  • Violation of Terms
  • High-risk operations
  • Regulatory concerns

9. Termination

Either party may terminate in accordance with these Terms. Outstanding service fees remain payable.

10. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.

11. Amendments

SmartDropper may modify these Terms at any time. Continued use of the Service constitutes acceptance.

12. Contact Information

SmartDropper LLP
128 City Road
London, EC1V 2NX
United Kingdom
Registration Number: OC459540
Email: info@smartdropper.io

By using the Service, Client acknowledges that Client has read, understood, and agrees to be bound by these Terms of Service.