Soreto

Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

“Agreement” means these Terms together with any applicable Order Form, IO or online checkout confirmation.

“Soreto” means the Soreto entity providing the Services.

“You” means any Consumer, Brand, Retailer, Agency, or Platform User.

“Platform” means all Soreto software, dashboards, APIs, tracking systems, lightboxes and infrastructure.

“Services” means all referral, tracking, reward, attribution, SaaS and managed services provided by Soreto.

“Fees” means all subscription, usage, CPA, setup and platform fees.

“CPA” means cost per acquisition payable on validated conversions.

2. SCOPE OF SERVICES

Soreto provides:

  • Referral and sharing technology
  • Tracking and attribution
  • Reward infrastructure
  • Self-service SaaS tools
  • Optional managed implementation services

Soreto:

  • Is not a merchant of record
  • Is not a payment provider
  • Does not process customer payments
  • Does not guarantee performance, revenue or conversions
  • Does not own or control transactions between Brands and customers

3. FORMATION OF CONTRACT

This Agreement becomes legally binding when:

  • You click “Accept” online
  • An IO or Order Form is signed
  • You access or use the Platform
  • Use of the Platform constitutes acceptance.

PAYMENT TERMS

This section overrides all others where relevant.

4. FEES

You agree to pay all applicable:

  • Subscription fees
  • Usage-based fees
  • CPA commissions
  • Setup and campaign build fees

All Fees:

  • Are exclusive of VAT or sales tax
  • Are non-refundable
  • Are payable in GBP unless otherwise stated
  • Are due in advance unless otherwise agreed

5. INVOICING AND PAYMENT

Invoices are payable within 7 days of issue.

Failure to pay entitles Soreto to:

  • Suspend Services without notice
  • Withhold reporting and data access
  • Terminate the Agreement
  • Statutory interest and recovery costs may apply to late payments.

6. THIRD-PARTY PAYMENT PROVIDERS

Soreto may use third-party providers including Stripe.

You contract directly with such providers.

Soreto is not liable for:

  • Payout delays
  • Frozen accounts
  • Chargebacks
  • Compliance or underwriting decisions
  • Payment reversals

7. CPA AND AFFILIATE PAYMENTS

CPA is payable on:

  • Tracked
  • Validated
  • Non-fraudulent conversions
  • Validation rules are defined within the Platform.

Disputes between Brands and Publishers:

  • Do not suspend Fees due to Soreto
  • Are not Soreto’s responsibility

CONSUMER REWARDS

8. REWARDS

Rewards are issued by Brands, not Soreto.

Soreto:

  • Does not guarantee reward availability
  • Is not liable for cancelled, delayed, reversed or failed rewards
  • May reject rewards linked to fraud or abuse

INTELLECTUAL PROPERTY

9. SORETO IP

Soreto retains full ownership of:

  • All Platform software
  • Source code
  • Algorithms
  • Tracking logic
  • Attribution systems
  • User interfaces
  • Infrastructure
  • No IP transfers occur under this Agreement.

10. BRAND MATERIALS

You retain ownership of your:

  • Logos
  • Creative assets
  • Product data
  • Campaign content
  • You grant Soreto a limited, royalty-free licence to use these solely to provide the Services.

DATA PROTECTION

11. DATA ROLES

Brands are Data Controllers.

Soreto is Data Processor.

Consumers are Data Subjects.

12. DATA PROCESSING

Personal data is processed solely for:

  • Tracking
  • Fraud prevention
  • Reward fulfilment
  • Reporting
  • Platform operation
  • International transfers may occur with appropriate safeguards.
  • You confirm you have all necessary lawful grounds and consents for data transfer to Soreto.

WARRANTIES

13. SORETO WARRANTIES

Soreto warrants it will:

  • Provide Services with reasonable skill and care
  • Comply with applicable law
  • All other warranties, express or implied, are excluded to the fullest extent permitted by law.

LIABILITY

14. UNLIMITED LIABILITY

Nothing limits liability for:

  • Death or personal injury
  • Fraud
  • Intentional misconduct
  • Any non-excludable statutory liability

15. EXCLUDED LOSSES

Neither party is liable for:

  • Loss of profits
  • Loss of revenue
  • Loss of data
  • Loss of customers
  • Loss of goodwill
  • Business interruption
  • Indirect or consequential loss
  • Even if foreseeable.

16. LIABILITY CAP

Soreto’s total aggregate liability under all claims is strictly limited to:

  • The Fees paid in the 12 months immediately preceding the claim.
  • This applies across contract, tort, negligence, misrepresentation and statutory claims.

17. PLATFORM RISK ACCEPTANCE

You acknowledge that:

  • Tracking interruptions may occur
  • Uptime is not guaranteed
  • Third-party outages may affect Services
  • Data may be delayed or incomplete
  • These do not constitute breach or liability events.

TERM AND TERMINATION

18. TERM

Self-service plans renew automatically on a monthly or annual basis.

IO contracts run for the stated term.

19. IMMEDIATE TERMINATION

Soreto may terminate immediately for:

  • Non-payment
  • Fraud
  • Illegal activity
  • Platform abuse
  • Data misuse
  • Attempted system interference

20. EFFECT OF TERMINATION

On termination:

  • Access ceases immediately
  • All outstanding Fees remain due
  • No refunds are issued
  • Data access may be removed

FORCE MAJEURE

21. FORCE MAJEURE

No party is liable for failure caused by events beyond reasonable control including but not limited to natural disaster, war, pandemic, power failure, internet failure, sanctions or government action.

GENERAL LEGAL

22. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements and understandings.

23. NO PARTNERSHIP

Nothing creates any partnership, joint venture or agency relationship.

24. ASSIGNMENT

Soreto may freely assign this Agreement.

You may not assign without written consent.

25. SEVERABILITY

Invalid provisions do not affect the enforceability of the remaining terms.

26. NOTICES

Notices may be served electronically via the Platform or email.

27. GOVERNING LAW

This Agreement is governed by English law with exclusive jurisdiction of the Courts of England and Wales.

UNILATERAL CHANGES TO TERMS

28. CHANGES TO THESE TERMS

Soreto may amend these Terms at any time in its sole discretion.

Notice may be given by:

  • Posting updated Terms on the website
  • Displaying notice within the Platform
  • Emailing the registered account contact
  • Updated Terms take effect immediately unless stated otherwise.
  • Continued use of the Services after the effective date constitutes acceptance.
  • If you do not agree, your sole remedy is to terminate prior to the change taking effect.
  • No variation by any User is valid unless agreed in writing by Soreto.