B2B terms and service limitations

Parties and business purchase

These terms are between Yared Mekonnen, operating under the business name MerchantProof, and the business customer identified at Checkout.

MerchantProof is based at Capital Office, 124 City Road, London, EC1V 2NX, United Kingdom. Contact: support@merchantproof.co.uk.

The customer confirms that the purchaser is buying for or on behalf of a business, trade or profession, is authorised to make the purchase and bind the relevant business, and is not purchasing wholly or mainly as a consumer. Those confirmations do not override the factual legal classification of a transaction.

Contract formation

The customer’s submitted order is an offer. An automated payment acknowledgement is not acceptance. The contract is formed only when MerchantProof sends a separate confirmation that genuine payment has been received and the case has been accepted as supported.

MerchantProof will use acknowledgement wording equivalent to: “We have received your payment, but your order has not yet been accepted. We will confirm acceptance after checking that your case is within scope.” An unsupported case discovered after payment receives the full refund described in the refund policy.

The MerchantProof Diagnostic

The one-time price is £99 GBP for an eligible United Kingdom purchaser or $135 USD for an eligible United States purchaser. Checkout shows the applicable total before payment. MerchantProof is not VAT registered, so no UK VAT is charged. MerchantProof currently does not collect US sales tax on US transactions. A business purchaser remains responsible for any tax it is legally required to self-account for, and MerchantProof will collect tax if it later becomes legally required to do so.

The one-time package contains only:

• the approved automated website and product-data diagnostic;
• human review;
• the final diagnostic report;
• approved remediation guidance;
• one bounded written clarification; and
• one limited rescan requested within 14 days of initial report delivery.

Delivery target

MerchantProof aims to deliver the initial report within 24 hours after accepting the order and receiving all complete, readable information and evidence required to perform the service. This is a service target, not a guaranteed deadline.

The target may pause where clarification is required, evidence is missing or unreadable, the store is inaccessible, or a technical, safety or provider failure prevents safe processing. Customer-caused delays do not count toward the target.

Standard of service and customer decisions

MerchantProof will perform the service with reasonable care and skill. The diagnostic is based on the information and observable evidence available. The customer remains responsible for deciding whether and how to implement changes.

The service does not include ongoing advice, unlimited support, website editing, Merchant Center account access, review or appeal submission, communication with Google, or a guaranteed outcome.

Important service limitations

MerchantProof is an independent diagnostic service and is not affiliated with, endorsed by or sponsored by Google. MerchantProof does not access your private Google account or submit Merchant Center review requests or appeals. Findings and recommendations are based on your publicly accessible website, product data, information you provide and the evidence available at the time of review. Google may consider additional information and account history that MerchantProof cannot access. Following MerchantProof’s recommendations does not guarantee approval, reinstatement, restored product visibility or any other Google outcome. Google controls and decides the outcome of its reviews.

MerchantProof reports provide diagnostic guidance for your business. They are not legal advice, a certification of compliance or confirmation that every possible issue has been identified.

Customer responsibilities and suspension

The customer must provide truthful, lawful, complete and readable information; control or have authority over the submitted store and evidence; and avoid malicious, deceptive, prohibited or unsafe material. Customers must not submit confidential or third-party material they lack authority to provide.

MerchantProof may temporarily suspend processing where a submission is unlawful, unsafe, deceptive or materially incomplete. The approved refund policy continues to govern any payment remedy.

Mutual confidentiality

Each party must keep the other party’s non-public information confidential and use it only for the contract. MerchantProof uses non-public customer evidence only to provide, secure and administer the service. It discloses that evidence only to necessary processors, authorised professional advisers or where legally required, and retains and deletes it under the approved retention policy.

These obligations do not apply to information that is already public without breach, was lawfully known without restriction, is received lawfully from another source, or is independently developed without use of the confidential information.

Intellectual property and report licence

Customers retain ownership of submitted material and grant MerchantProof only the licence required to inspect, process and use it to deliver, secure and administer the service. MerchantProof retains its software, methodology, diagnostic rules, templates and general know-how.

The customer receives a perpetual licence to use and share the completed report internally; with Google; with its employees and contractors; with ecommerce developers or marketing agencies working for it; and with legal, accounting or other professional advisers.

The customer may not resell, commercially republish, white-label or reproduce MerchantProof’s templates or methodology as a competing product without written permission.

Refunds and events outside reasonable control

The approved refund policy forms part of these terms. It covers unsupported cases, duplicate payments, material non-delivery, cancellation before processing begins, partial delivery and materially defective work.

Neither party is responsible for delay caused by an event genuinely outside its reasonable control while it takes reasonable steps to reduce the effect. This does not remove the customer’s approved refund rights where MerchantProof cannot materially deliver the purchased service.

Liability

MerchantProof’s total aggregate liability arising from or connected with the affected order is limited to the greater of £500 or 150% of the price paid for that order. This is one aggregate cap for the affected order, not a separate cap for every allegation or claim.

To the extent reasonable and lawful, MerchantProof is not liable for indirect or consequential loss or for loss of profit, revenue, opportunity or goodwill. Nothing excludes or restricts liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot legally be excluded or restricted. Every limitation operates only to the extent permitted by applicable law.

Electronic contracting and records

Before submission, Checkout provides a review step for identifying and correcting input errors. It explains the technical order steps, confirms English as the contract language, and makes these terms available to download and retain.

MerchantProof records the accepted terms version and acceptance timestamp with the order attempt. The accepted contract record is stored in MerchantProof’s controlled database and retained under the approved retention schedule. An electronic payment acknowledgement and a separate order-acceptance confirmation are sent through the approved customer contact route.

General provisions

Operational notices will be sent to the customer email supplied at Checkout. MerchantProof may be contacted at support@merchantproof.co.uk or at Capital Office, 124 City Road, London, EC1V 2NX, United Kingdom.

If a provision is invalid or unenforceable, the remaining provisions continue. Delay in exercising a right is not a waiver. These terms, the accepted order information, the refund policy and the privacy notice form the entire agreement, but do not exclude liability that cannot lawfully be excluded.

A person who is not a party to the contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999. These terms and any dispute are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.