This Master Subscription Agreement (the "Agreement", version 2026-09-23) is between Supplio Technologies Ltd, a company registered in Northern Ireland under company number NI741193 ("Supplio", "we", "us") and the organisation on whose behalf it is accepted (the "Customer", "you"). It governs the Customer's subscription to the Supplio supplier management platform (the "Service"). The Service is supplied business to business only: the Customer confirms it is acting in the course of a business and is not a consumer.

How this Agreement is accepted. The Customer accepts this Agreement when a person ticks the acceptance box while setting up the Customer's organisation on Supplio, or signs a proposal or order form that refers to it. That person confirms they are authorised to bind the Customer. We keep a record of who accepted, when, from which IP address, and which version.

1. Definitions

Authorised User: an employee, contractor or agent of the Customer permitted to use the Service under the Customer's account. Each must be individually identified; sign-in details must not be shared.
Customer Data: all data, documents, supplier records and content that the Customer, its Authorised Users or its suppliers (through the supplier portal) upload to or generate in the Service.
Order: the plan, quantities, Fees and term the Customer has agreed, whether in a proposal or quote from Supplio that the Customer accepted, an order form, or the plan shown in the Customer's onboarding invitation.
Fees: the amounts payable for the Service and any services, as set out in the Order.
Onboarding Fee: the one-off fee in an Order for setting up the Customer's workspace, sometimes called a setup or build fee.
Subscription Term: the period the Customer's subscription runs for, as described in clause 5.
Policies: the Terms of Service, Data Processing Agreement, Service Level Agreement, Acceptable Use Policy, Refund Policy and Privacy Policy published at supplio.co.uk/legal, each incorporated into this Agreement.

2. The Service and licence

Subject to payment of the Fees and compliance with this Agreement, Supplio grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for its internal business purposes only. The features available depend on the plan and any add-on modules in the Order. Supplio may improve, update or change the Service from time to time and will give at least 30 days' notice before any change that, taken as a whole, would materially reduce the core functionality of the Service.

3. Customer responsibilities and ownership of data

The Customer owns its Customer Data. Supplio claims no ownership and uses it only to provide, maintain, secure and support the Service, and as set out in the Data Processing Agreement.
The Customer is responsible for its data and its use of the Service, including the accuracy, completeness, quality and lawful basis of all Customer Data and of information its suppliers provide. Supplio does not verify, audit or warrant the accuracy of any supplier documents or information held in the Service.
The Customer is responsible for all decisions it makes using the Service, including supplier approval, suspension and removal, scoring outcomes and contract decisions. Supplier scores are rule-based information tools that support, not replace, the Customer's own judgement; any decision with a legal or similarly significant effect on an individual must have meaningful human review (UK GDPR Article 22).
The Customer is responsible for the security of its account, for all activity under it, and for any dispute between the Customer and its own suppliers.

4. Acceptable use

The Customer must comply with the Acceptable Use Policy. In particular it must not reverse-engineer the Service, get around its security or limits, resell it or provide it to others as a bureau service, use it to build a competing product, or upload unlawful, infringing or malicious content. Supplio may suspend access immediately where needed to protect the Service or other customers.

5. Fees, billing and renewal

Fees are in GBP. Supplio is not currently VAT registered and does not charge VAT. If VAT becomes chargeable on our supplies to the Customer, whether charged by Supplio or accounted for by the Customer under the reverse charge, it applies at the prevailing rate on top of the Fees, and the Fees themselves do not change.
The Onboarding Fee is payable on acceptance of the Order and starts the work of setting up the Customer's workspace. The subscription Fee is invoiced as the Order sets out. Where the Order says so, it is invoiced only once the workspace is built and ready to use, and the Subscription Term starts on that day.
The first Subscription Term is 12 months unless the Order says otherwise. The subscription then renews automatically for further 12-month terms at the renewal Fee stated in the Order or, where none is stated, at Supplio's then-current Fees. Supplio confirms any other change to the Fees in writing at least 60 days before the renewal date and changes Fees no more than once in any 12-month period.
Additional users and supplier profiles beyond the plan are charged pro rata at the rates in the Order or, where none are stated, at the published rates. Add-on modules are charged pro rata to the next renewal date and then renew with the subscription.
Optional services, such as hypercare, data migration or training, are agreed in writing before they start and invoiced after delivery.
Invoices are payable within 14 days unless the Order says otherwise. Supplio may suspend access while any invoice is overdue and may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. An invoice not disputed in writing within 14 days is treated as accepted, and any undisputed part of an invoice remains payable.

6. Refunds

Subscription: if the Customer cancels by written notice within 14 days of its workspace going live (or, for a subscription bought online, within 14 days of purchase), Supplio refunds the subscription Fee paid for the first Subscription Term in full, including any add-on modules. This applies to the Customer's first subscription only.
The Onboarding Fee is not refundable. It pays for the work of setting up the Customer's workspace, which begins when the Order is accepted.
Fees for optional services are not refundable once the service has been delivered.
Otherwise Fees are non-refundable, and cancelling stops the next renewal without ending the current Subscription Term, except where the law requires otherwise or the Refund Policy allows a discretionary refund. Where an Order sets different terms, for example a committed multi-year term, the Order applies.

7. Data protection

Where Supplio processes personal data on the Customer's behalf, the Customer is the controller and Supplio is the processor, and the processing is governed by the Data Processing Agreement. The Customer is responsible for making sure its use of the Service complies with the UK GDPR, the Data Protection Act 2018 and PECR, including giving any required notices and obtaining any required consents.

8. Service levels, support and fault fixing

Supplio provides the Service on a reasonable-efforts basis, as described in the Service Level Agreement. Supplio does not commit to a fixed uptime percentage and does not offer service credits.
Standard support is by email in UK business hours. Supplio aims to acknowledge requests within two business days and schedules improvements into its normal release cycle.
If a fault stops the Service working, Supplio will, in good faith and as a priority, work to fix it as quickly as it reasonably can at no extra charge. Beyond this, the Service is provided "as is" and Supplio does not guarantee uninterrupted or error-free operation.

9. Enhancements, feedback and bespoke work

Supplio welcomes feature ideas and feedback. The Customer grants Supplio a perpetual, irrevocable, worldwide, royalty-free licence to use any feedback or suggestions for any purpose, without obligation or payment.
Supplio sets its own product roadmap and may decline any individual change request. Whether an idea is added to the shared product is at Supplio's discretion and is not guaranteed by this Agreement.
Features, integrations or customisations built specifically for the Customer that Supplio is not adopting into the core product are outside the subscription and are charged separately as consultancy, scoped, quoted and agreed in writing before any work begins.

10. Intellectual property

Supplio and its licensors keep all right, title and interest in the Service, its software, designs, trademarks and all improvements (the "Supplio IP"). No rights in the Supplio IP are granted except the limited licence in clause 2.

11. Confidentiality

Each party will keep the other's confidential information confidential and use it only for this Agreement. Customer Data is the Customer's confidential information; Supplio's pricing, documentation, architecture and unreleased features are Supplio's confidential information. The usual exceptions apply: information that is public, already known, independently developed, or required to be disclosed by law.

12. Warranties and disclaimers

Supplio warrants that it will provide the Service with reasonable skill and care and will not knowingly introduce malicious code. Except as expressly stated and to the fullest extent permitted by law, all other warranties and conditions, express or implied, including satisfactory quality, fitness for a particular purpose, accuracy and non-infringement, are excluded, and the Service is provided "as is" and "as available". Supplio does not warrant that the Service will be uninterrupted or error-free, or that it will meet the Customer's specific requirements.

13. Indemnities

The Customer will indemnify Supplio against all losses, damages, costs and expenses arising from any third-party claim relating to (a) Customer Data, including a claim that it infringes a third party's rights or breaches any law; (b) the Customer's breach of clause 3, clause 4 or data protection law; or (c) decisions the Customer takes about its suppliers. Supplio will defend the Customer against any claim that the Customer's authorised use of the Service infringes a UK intellectual property right, which is the Customer's sole remedy for such infringement.

14. Limitation of liability

Nothing in this Agreement limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence or for fraud, or the Customer's obligations to pay the Fees and under clause 13. Subject to that, and to the fullest extent permitted by law:

neither party is liable for any loss of profit, revenue, business, contracts, anticipated savings or goodwill, any loss or corruption of data, or any indirect, special or consequential loss, however arising, including from bugs, errors, downtime, inaccurate data or any interruption to the Service; and
each party's total aggregate liability under this Agreement will not exceed the Fees paid by the Customer in the 12 months immediately before the event giving rise to the claim (or, in the first 12 months, the annual value of the current Order).

The Customer acknowledges that the Fees reflect this allocation of risk and that Supplio would not provide the Service without these limitations.

15. Term and termination

This Agreement runs for the Subscription Term and renews with the subscription as set out in clause 5 until terminated. The Customer may cancel renewal at any time by written notice at least 30 days before the renewal date; refunds are as set out in clause 6.
Either party may terminate for a material breach not put right within 30 days of written notice, or on the other's insolvency. Supplio may suspend or terminate for non-payment or a breach of the Acceptable Use Policy.
On termination, the Customer's access ends. Supplio will make Customer Data available for export for 30 days and may then delete it, subject to the Data Processing Agreement and any retention the law requires. Clauses 3, 10 to 14 and 16, and any others that by their nature should survive, survive termination.

16. General

Entire agreement and precedence: this Agreement, the Order and the Policies are the entire agreement between the parties and replace earlier discussions. If they conflict, the Order prevails, then this Agreement, then the Policies, except that the Data Processing Agreement prevails on data protection matters. Each party confirms it has not relied on any statement not set out in them; this does not limit liability for fraud.
Changes to this Agreement: Supplio may publish a new version of this Agreement. A new version applies to an existing Customer only when the Customer accepts it, or from the Customer's next renewal date after at least 60 days' written notice.
Supplio's business details: Supplio may change its registered office, place of business, tax or VAT status, banking details or group structure, and may assign or novate this Agreement to a successor or affiliated company that carries on the Supplio business, on written notice. No such change affects the validity of this Agreement, the Customer's subscription, the Fees or the service it receives. Where Supplio's bank details change, Supplio will confirm the new account in writing from founder@supplio.co.ukand by phone before it is used; please verify any change with us before paying to a new account. The Customer may not assign this Agreement without Supplio's written consent.
No partnership; events beyond control: nothing in this Agreement creates a partnership or agency, and neither party is liable for delay caused by events beyond its reasonable control.
Compliance: each party will comply with the Bribery Act 2010 and take reasonable steps consistent with the Modern Slavery Act 2015, and the Customer confirms it is not subject to applicable sanctions.
Notices may be given by email: to Supplio at founder@supplio.co.uk, and to the Customer at the contact email on its account.
Third-party rights are excluded (Contracts (Rights of Third Parties) Act 1999).
Governing law and jurisdiction: this Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that Supplio may bring proceedings to protect its intellectual property or to recover unpaid Fees in any competent court.