Terms & Conditions

RETAIL SPOTTER SOLUTIONS (“RSS”) - TERMS AND CONDITIONS (B2B)

IMPORTANT: RSS is a trading name of The Ministry Group Elevation Ltd (“TMGE”).
These Terms form a legally binding contract between TMGE (trading as RSS) and the business customer (“Brand”, “you”).

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1) Company details
Legal entity: The Ministry Group Elevation Ltd, trading as Retail Spotter Solutions (“RSS”)
Company number: 16273971
Registered office / address: 3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE
Email: retailspottersolutions@gmail.com
Website: retailspottersolutions.com
Effective date: 3rd February 2026

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2) Definitions
“Add-On” means any optional paid extra service offered by RSS (including Extra Introductions where available).
“Brand Materials” means your product information, pricing, images, logos, and any materials you provide to RSS.
“Business Day” means Monday to Friday excluding UK public holidays.
“Cooling-Off Period” means the 5 calendar days starting on the date you pay the Service Fee for a Service Period.
“Commission” means the commission payable to RSS on Merchant Orders as set out in clause 9.
“Merchant” means a retailer, café, restaurant, wholesaler, hospitality site, or other business buyer introduced or engaged through RSS.
“Merchant Order” means an order placed by a Merchant for your products that is initiated through RSS’s platform, outreach, or introductions, and paid through the RSS payment flow (or otherwise as recorded by RSS).
“Net Sales” means amounts actually received by you from Protected Merchants for Merchant Orders, excluding VAT, refunds, returns, chargebacks, credits, and agreed discounts/allowances.
“Protected Merchant” has the meaning in clause 11.
“Service” means the introduction-led sales service described in clause 5.
“Service Fee” means the monthly fee payable for the Service (currently £39 per Service Period, plus VAT where applicable).
“Service Period” has the meaning in clause 6.
“Term” has the meaning in clause 7.
“Tail Period” has the meaning in clause 12.

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3) Relationship and authority (introducer / marketplace position)
3.1 RSS provides an introduction-led marketplace and payment facilitation service.
3.2 RSS does not act as your agent for pricing or commercial negotiations and has no authority to negotiate terms (including pricing, minimum order quantities, delivery terms, or returns) on your behalf unless you expressly authorise this in writing.
3.3 The contract for the sale of your goods is between you and the Merchant. You are solely responsible for your products, fulfilment, delivery, compliance, and any contractual or statutory obligations to Merchants.
3.4 You remain responsible for determining your own pricing and product terms offered to Merchants.

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4) Eligibility and authority to contract
4.1 You confirm that you are entering into this contract in the course of business and that the person accepting these Terms has authority to bind the business.
4.2 You must provide accurate onboarding details and keep them up to date.

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5) Scope of Service (what RSS does / does not do)
5.1 RSS provides an introduction-led sales service, including:
(a) researching and approaching Merchants;
(b) pitching your product(s) to Merchants with commercial context you provide;
(c) follow-ups and response handling;
(d) coordinating samples where interest is shown (where applicable);
(e) facilitating Merchant payments via RSS’s payment flow; and
(f) providing updates and reporting (frequency may vary).
5.2 RSS’s service is effort-based. RSS does not guarantee Merchant onboarding, listings, purchase decisions, or sales outcomes.
5.3 You control product pricing and availability; you are responsible for fulfilment, delivery performance, and compliance.

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6) Service start, Service Periods, and billing
6.1 Service start: the Service starts once (a) payment has been received and (b) RSS has received the onboarding information needed to begin (whichever is later).
6.2 Service Period: each Service Period runs from the service start date to the same date in the following month, minus one day.
Example: Service starts on 15 March → Service Period = 15 March to 14 April.
6.3 Billing: the Service Fee is charged in advance on the day you pay for the upcoming Service Period.

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7) Term, renewal, and minimum commitment
7.1 This agreement has a rolling 3-month Term: an initial minimum Term of 3 months (three consecutive Service Periods) and it then automatically renews for successive 3-month periods unless terminated in accordance with clause 14.
7.2 You may pay the Service Fee monthly or upfront for the full 3-month Term (3 × £39 = £117), plus VAT where applicable.

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8) Cooling-Off Period (contractual right)
8.1 You may cancel in writing within the Cooling-Off Period for a full refund of the Service Fee paid for that Service Period.
8.2 If you cancel within the Cooling-Off Period, RSS will stop the Service and refund the relevant Service Fee within a reasonable time.

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9) Fees, Commission, and VAT
9.1 Service Fee: £39 per Service Period, plus VAT where applicable.
9.2 Commission on Merchant Orders:
(a) 30% Commission on the first total paid Merchant Order value from each newly secured Merchant relationship originated through RSS; and
(b) 15% Commission on all subsequent paid Merchant Orders from that Merchant relationship.
9.3 Commission becomes due once payment has been received for the relevant Merchant Order.
9.4 VAT: VAT will be charged where applicable. You are responsible for your own VAT and tax obligations in respect of sales to Merchants.

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10) Payments, Stripe/Stripe Connect, payout timing, refunds and chargebacks
10.1 Payments are processed through RSS’s payment flow using a third-party payment provider (typically Stripe and Stripe Connect). Payment processing is subject to the payment provider’s terms.
10.2 Payout timing: RSS will release funds to you on a net-7 basis from receipt of cleared funds, less:
(a) RSS Commission;
(b) applicable Service Fees (if unpaid/overdue); and
(c) payment processing fees (which are your responsibility).
10.3 Payment processing fees: payment processing fees are borne by you and may be deducted from the payout or otherwise allocated through the payment flow.
10.4 Refunds:
(a) If a refund is required (for example due to delivery failure, quality issues, or Merchant dispute), you remain responsible for the underlying issue and for funding the refund.
(b) If a refund occurs after payout has been released to you, you must reimburse the refunded amount promptly on request.
(c) RSS will refund its Commission proportionately to the refunded amount (and 100% of Commission where a 100% refund occurs).
10.5 Chargebacks and disputes:
(a) You are responsible for chargebacks, disputes, and claims relating to your products, delivery, and fulfilment.
(b) If a chargeback occurs after payout, you must reimburse the relevant amount promptly on request.
10.6 Offline/in-person payments: if you accept payment directly from a Merchant outside the RSS payment flow (cash, card, bank transfer, etc.) for any Merchant relationship originated through RSS, Commission remains payable. You must notify RSS and provide supporting evidence of such sales on request.

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11) Protected Merchants (anti-circumvention)
11.1 Protected Merchant trigger: a Merchant becomes a Protected Merchant when you accept, fulfil, or otherwise proceed with a first paid Merchant Order that comes through RSS (including via RSS introductions and/or RSS’s payment flow), unless the Merchant is an Excluded Existing Merchant under clause 11.4.
11.2 Deemed acceptance: by accepting and proceeding with a Merchant Order originated through RSS, you acknowledge the Merchant is a Protected Merchant (subject only to clause 11.4 and the dispute process in clause 11.3).
11.3 Dispute window: if you claim a Merchant is an Excluded Existing Merchant, you must notify RSS in writing and provide evidence within 5 Business Days of receiving notice of that Merchant Order or Merchant introduction. If you do not dispute within this window, the Merchant will be deemed a Protected Merchant and cannot later be reclassified.
11.4 Excluded Existing Merchant (active trading carve-out): a Merchant is excluded only if you can prove that you were actively trading with that Merchant before RSS introduced or originated the Merchant Order. “Actively trading” means at least one paid invoice/order from that Merchant within the 30 calendar days immediately before the RSS introduction / first RSS-originated Merchant Order date. Historic sales outside this period do not exclude the Merchant.
11.5 Confidentiality of merchant information: Merchant information and contact data generated by RSS is confidential and remains RSS property. You may use it only for fulfilling Merchant Orders and performing this agreement (and during any Tail Period where applicable).

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12) Commission tail and buy-out in lieu (Protected Merchants only)
12.1 Tail Period: if this agreement ends for any reason, Commission continues to apply to Net Sales to Protected Merchants for 12 months from the termination effective date (“Tail Period”).
12.2 Tail reporting and payment: during the Tail Period, you must provide RSS with reasonable evidence of Net Sales to Protected Merchants and pay Commission in accordance with RSS’s invoice/payment instructions (or as processed through the payment flow if sales continue through RSS).
12.3 Buy-out in lieu of the Tail Period:
(a) You may elect to pay a one-off buy-out instead of paying Commission throughout the Tail Period.
(b) Election window: you must elect the buy-out in writing within 10 Business Days of the termination effective date.
(c) Due date: the buy-out is payable within 7 calendar days of election. If not paid on time, the Tail Period Commission in clause 12.1 applies.
(d) Buy-out amount (financially equivalent to the Tail Period):
(i) Run-Rate Monthly Sales (RRMS) = the average monthly Net Sales to Protected Merchants across the last 3 complete Service Periods before termination.
(ii) Forecast 12-month Net Sales = RRMS × 12.
(iii) Buy-out = Forecast 12-month Net Sales × 15%.
(e) If fewer than 3 complete Service Periods exist, RRMS is calculated using the average of all complete Service Periods available, annualised to 12 months.
(f) Once the buy-out is paid in full, no further Tail Period Commission is due for that termination.

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13) Introductions delivery commitments and Add-Ons
13.1 Introductory month: your first Service Period includes a minimum of 6 qualified product introductions (onboarding month).
13.2 Standard months: from your second Service Period onwards, RSS will deliver a minimum of 8 qualified product introductions per Service Period.
13.3 Qualified product introduction: a product pitch to a relevant Merchant covering product type, price range, and a sale/sample offer. Sales outcomes are not guaranteed.
13.4 Add-Ons: RSS may offer Add-Ons. Extra Introductions (if offered) are not available in the first Service Period and may be purchased from the second Service Period onwards, subject to pricing and terms notified at purchase.

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14) Termination
14.1 Termination by notice: either party may terminate by written notice via email. Termination takes effect at the end of the current rolling 3-month Term.
14.2 Cooling-Off cancellation: clause 8 applies.
14.3 Early termination fee (minimum Term): if you cancel after the Cooling-Off Period but before the end of the then-current minimum 3-month Term, you must pay an early termination fee equal to 50% of the remaining unpaid Service Fees for the unexpired portion of that minimum Term.
Example: cancel after month 1 → remaining minimum Term = months 2 and 3 (2 × £39 = £78) → early termination fee = £39.
This fee is intended to be a proportionate contribution towards committed onboarding/admin time and reserved capacity for the minimum Term and is not intended as a penalty.
14.4 No mid-period refund: except for clause 8 (Cooling-Off) or where RSS is in material breach and fails to remedy within a reasonable time, Service Fees are non-refundable once a Service Period has started.

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15) Direct Debit date changes (where applicable)
15.1 Where Direct Debit is used, any change to the amount, date, or frequency will be notified in advance (normally 10 working days) or as otherwise agreed.
15.2 If you request a different ongoing payment date, payment must still be collected in advance of each Service Period and billing must remain aligned to the Service delivered:
(a) If the new payment date falls after the next Service Period start date, you will be charged on the new date (triggering a new billing cycle) and backcharged for the gap to ensure the Service Period is fully covered.
(b) If the new payment date is earlier, your next bill will be reduced by a pro-rata credit reflecting the number of days the payment was brought forward.
15.3 Pro-rata calculation: Daily rate = Service Fee ÷ number of days in the relevant Service Period. Backcharge/Credit = daily rate × number of days in the relevant gap.

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16) Brand responsibilities and warranties
16.1 You remain fully responsible for:
(a) product quality, safety, and lawful sale;
(b) food safety and regulatory compliance (where applicable);
(c) product liability, consumer/merchant complaints, and disputes;
(d) fulfilment, delivery, and meeting agreed timelines; and
(e) your Brand Materials being accurate, lawful, and not infringing third-party rights.
16.2 You will maintain appropriate insurance (including product liability where applicable).

 

17) Reporting and communications
17.1 RSS will provide updates and reporting at intervals determined by RSS (and may vary).
17.2 Primary communication channels may include email and WhatsApp (or other channels notified by RSS).

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18) Confidentiality and data
18.1 Each party will keep the other’s confidential information confidential and use it only to perform this agreement.
18.2 Merchant contact data generated by RSS remains RSS property, subject to your limited right to use it for fulfilment and performance under these Terms and any Tail Period.
18.3 Personal data is handled in line with RSS/TMGE’s Privacy Notice: retailspottersolutions.com/privacy-policy.

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19) Liability
19.1 Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot be excluded by law.
19.2 Subject to clause 19.1, RSS is not liable for:
(a) lost profits, lost revenue, loss of business, loss of goodwill, or indirect/consequential loss; and
(b) Merchant decisions, listings, sales outcomes, or Merchant disputes arising from your products/fulfilment.
19.3 Subject to clause 19.1, RSS’s total aggregate liability in any 12-month period is limited to the total Service Fees paid by you to RSS in that 12-month period.

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20) Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (including network outages, payment provider outages, strikes, or acts of government).

21) Changes to the Service or Terms

RSS may update these Terms by providing notice. Changes apply from the next renewal period unless required sooner by law or the payment provider.

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22) Notices
Notices must be sent by email to the addresses set out in clause 1 (or updated by notice). Notices are deemed received on the next Business Day after sending.

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23) General
23.1 Assignment: you may not assign this agreement without RSS’s prior written consent. RSS may assign to an affiliate or successor.
23.2 Entire agreement: these Terms (and any referenced policies) form the entire agreement.
23.3 Severability: if any term is invalid, the remainder stays in force.
23.4 Waiver: failure to enforce a term is not a waiver.
23.5 Governing law and jurisdiction: England and Wales. Courts of England and Wales have exclusive jurisdiction.