These Terms of Service (the "Terms") form a legally binding agreement between Supplio (a UK sole trader, "we", "us", "our", "Supplio") and the business customer named in the order or who creates an account to use the Supplio platform ("Customer", "you"). They govern your use of the Supplio platform, websites and related services (the "Service"). By creating an account, accepting an order, paying a Supplio invoice or using the Service, you confirm you have read, understood and agree to these Terms.

Supplio is sold strictly business-to-business. The Service is not intended for consumers as defined in the Consumer Rights Act 2015, and you confirm that you are entering into these Terms in the course of a business.

1. Definitions

Authorized User: an individual employee, contractor or agent of the Customer who is permitted to access the Service under the Customer's account.
Customer Data: any data, content, files, documents, supplier records, communications or other information that the Customer or an Authorized User uploads to, generates in or transmits through the Service.
Supplier Data: Customer Data submitted into the Service by a third-party supplier through the supplier portal at the Customer's invitation. Supplier Data forms part of Customer Data for the purposes of these Terms.
Order: the subscription plan and quantities selected by the Customer at checkout, in any order form, or otherwise agreed in writing.
Subscription Term: the period set out in the Order during which the Customer is entitled to use the Service.
Fees: the amounts payable by the Customer for the Service as set out in the Order or the Supplio pricing page.
Documentation: the user-facing guides and help content made available by Supplio for the Service.
DPA: the Data Processing Addendum at /legal/dpa, which forms part of these Terms.

2. The Service

Supplio is a UK-based software-as-a-service supplier management platform for procurement, operations and ESG teams. The features available to the Customer depend on the subscription plan purchased and are described on supplio.co.uk/features and supplio.co.uk/pricing as updated from time to time.

Subject to the Customer's payment of the Fees and compliance with these Terms, Supplio grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for the Customer's internal business purposes.

Supplio may improve, update, add or remove features from time to time. Supplio will not make changes that, taken as a whole, materially diminish the Service without giving the Customer at least 30 days' advance notice by email or in-app notice.

3. Accounts and Authorized Users

The Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) all activity that occurs under its account, whether or not authorised; and (c) ensuring that each Authorized User complies with these Terms and the Acceptable Use Policy.

The Customer must use commercially reasonable efforts to prevent unauthorised access to the Service, and must notify Supplio promptly at security@supplio.co.uk on becoming aware of any actual or suspected unauthorised access, account compromise or security incident.

Each Authorized User must be a uniquely identified individual; credentials may not be shared. The Customer's plan includes a stated number of Authorized Users; additional users are billed at the rates published on the pricing page.

4. Suppliers and the Supplier Portal

The Customer may invite its third-party suppliers to access a supplier portal to submit information, documents and Scope 3 disclosures. Suppliers using the supplier portal access it under the separate Supplier Portal Terms, which Supplio enters into directly with each supplier user.

The Customer is solely responsible for: (a) the lawful basis on which it invites and processes the information of its suppliers; (b) any communications, claims or disputes between the Customer and its suppliers; and (c) the consequences of any decisions the Customer takes about its suppliers based on the Service, including decisions informed by supplier scoring (see section 14).

5. Acceptable use

The Customer must comply with the Acceptable Use Policy, which is incorporated into these Terms by reference. Without limiting that policy, the Customer must not, and must not permit any Authorized User or supplier to:

use the Service in any way that breaches applicable law, regulation or third-party rights;
upload, store or transmit any material that is unlawful, defamatory, infringing, fraudulent, malicious, obscene, harassing or discriminatory;
upload or transmit any virus, worm, trojan, ransomware or other malicious code;
reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code of any part of the Service (except to the extent expressly permitted by applicable law);
circumvent or attempt to circumvent any access control, rate limit, security mechanism, audit log or technical limitation of the Service;
scrape, harvest, mass-download or systematically extract data from the Service other than through documented features or APIs;
conduct, or permit any third party to conduct, security testing, penetration testing or vulnerability scanning against the Service without Supplio's prior written consent;
use the Service to build, train, evaluate or improve any competing product or service, or to benchmark its performance for publication;
resell, sublicense, rent, lease, time-share or provide service-bureau access to the Service to any third party that is not a Customer Authorized User or invited supplier; or
use the Service to send unsolicited commercial communications in breach of the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) or any equivalent law.

6. Customer Data and ownership

As between the parties, the Customer (or, where relevant, its suppliers) retains all right, title and interest in and to Customer Data. Supplio claims no ownership over Customer Data.

The Customer grants Supplio a worldwide, non-exclusive, royalty-free licence during the Subscription Term to host, copy, transmit, process, display and back up Customer Data, and to perform any other acts in relation to it, solely as necessary to: (a) provide, maintain and support the Service; (b) prevent or address service, security, technical or legal issues; (c) comply with applicable law; and (d) produce de-identified, aggregated analytics that do not identify the Customer, any individual or any supplier and are not disclosed externally other than as anonymous benchmarks.

The Customer warrants that: (a) it has all rights, consents and authority necessary to upload Customer Data to the Service and to grant the licence in this section; (b) Customer Data does not infringe any third-party rights or breach any applicable law; and (c) where Customer Data includes personal data, the Customer is the controller (or has authority from the controller) and has complied with all applicable data protection laws, including providing all required notices and obtaining all required consents.

Personal data within Customer Data is processed in accordance with the Privacy Policy and the DPA.

7. Intellectual property

Supplio (and its licensors) retains all right, title and interest in and to the Service, the Documentation and all related software, infrastructure, designs, trademarks, know-how and improvements (the "Supplio IP"). Except for the limited rights expressly granted in these Terms, no rights are granted in the Supplio IP, whether by implication, estoppel or otherwise.

If the Customer or any Authorized User provides Supplio with suggestions, ideas, feature requests, recommendations or other feedback about the Service ("Feedback"), the Customer grants Supplio a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, without restriction or obligation.

8. Third-party services

The Service may interoperate with, or rely on, third-party services (including without limitation Stripe for payment processing, email delivery providers, cloud infrastructure providers and address-lookup providers). The current sub-processor list is published at /legal/sub-processors.

Supplio is not responsible for the performance of third-party services, and the availability of the Service may be affected by their availability. Where the Customer chooses to connect the Service to a third-party application (for example, an SSO provider), that connection is governed by the Customer's separate agreement with the third party.

9. Fees, billing and tax

The Customer must pay the Fees set out in the Order. Unless otherwise agreed in writing:

Currency: Fees are quoted and payable in pounds sterling (GBP).
VAT:Supplio is currently below the HMRC VAT-registration threshold and does not charge VAT. If Supplio becomes VAT-registered during the Subscription Term, VAT will be added to invoices at the prevailing rate from the date of registration. The Customer is responsible for any other taxes, duties or governmental levies (excluding taxes on Supplio's income).
Billing cycle: Fees are billed in advance for the selected billing period (monthly or annual). Subscriptions auto-renew at the end of each Subscription Term for a further period of the same length, at the then-current Fees, unless cancelled in accordance with section 11.
Payment method: Payments are taken automatically by Stripe using the card or other payment method registered on the account. The Customer authorises Supplio (and Stripe acting on its behalf) to charge that payment method for all Fees as they fall due.
Quantity changes: upgrades and additional users or supplier seats are charged pro rata to the remainder of the current billing period and at the rates published at the time. Downgrades take effect at the start of the next billing period.
Disputed amounts: the Customer must notify Supplio in writing of any disputed invoice within 14 days of issue, otherwise the invoice is deemed accepted.
Late payment: Supplio may, without prejudice to any other remedy, charge statutory interest and reasonable debt-recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on any sum unpaid by its due date.
Price changes: Supplio may change Fees no more frequently than once in any 12-month period, with at least 60 days' advance notice. Price changes take effect at the next renewal.

Refunds are governed by the Refund Policy, which forms part of these Terms.

10. Service levels and support

Supplio targets monthly uptime of at least 99.9% for the production Service, calculated and credited as set out in the Service Level Agreement. The Customer's sole and exclusive remedy for any failure to meet the uptime target is the service credit described in the SLA.

Standard support is provided by email at founder@supplio.co.uk during UK business hours (09:00–18:00 GMT/BST, Monday to Friday, excluding bank holidays in England and Wales). Enhanced support is available on the Enterprise plan as set out in the Order.

11. Term, renewal and termination

These Terms start on the date of first acceptance and continue for the Subscription Term, renewing automatically as described in section 9 until terminated.

Termination for convenience by the Customer: the Customer may cancel auto-renewal at any time through the account billing page or by email to founder@supplio.co.uk; cancellation stops auto-renewal but does not entitle the Customer to a refund for the current Subscription Term except as set out in the Refund Policy.

Termination for cause: either party may terminate these Terms immediately by notice in writing if the other party (a) commits a material breach of these Terms and fails to cure that breach within 30 days of written notice; (b) becomes insolvent, files for bankruptcy or makes an arrangement with creditors; or (c) ceases to carry on business.

Termination by Supplio for non-payment or breach of acceptable use:Supplio may suspend access to the Service immediately, and terminate these Terms on seven days' notice, if the Customer (i) fails to pay any undisputed amount when due and does not cure within 14 days of notice; or (ii) is in material breach of section 5 (Acceptable use). Supplio will use reasonable efforts to give prior notice of any suspension where it is safe and lawful to do so.

Effects of termination:on termination or expiry, (a) the Customer's right to access the Service ends; (b) Supplio will make Customer Data available for export in a commonly used machine-readable format for at least 30 days after the effective date of termination; and (c) after that 30-day period, Supplio may delete Customer Data without further notice, subject to any retention required by law and as further set out in the DPA. Sections that by their nature should survive (including, without limitation, sections 6 (last paragraph), 7, 12, 13, 14, 15, 16, 17, 18, 22 and 23) survive termination.

12. Confidentiality

Each party (the "Receiving Party") must keep confidential, and not use other than for the purposes of these Terms, any information disclosed by the other (the "Disclosing Party") that is marked confidential or would reasonably be understood to be confidential ("Confidential Information"). Customer Data is the Confidential Information of the Customer. Pricing, the Documentation, the architecture and the unreleased features of the Service are the Confidential Information of Supplio.

The obligations in this section do not apply to information that (a) is or becomes publicly available other than through breach of these Terms; (b) was lawfully in the Receiving Party's possession before disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law, regulator or court, provided that (where lawful) prompt notice is given to allow the Disclosing Party to seek a protective order.

13. Data protection

Where Supplio processes personal data on behalf of the Customer in providing the Service, the Customer is the controller and Supplio is the processor. The processing is governed by the DPA, which is incorporated into these Terms. The Privacy Policy describes how Supplio processes personal data for which Supplio is itself the controller (for example, account administrator contact details).

The Customer is responsible for ensuring that its use of the Service complies with the UK GDPR, the Data Protection Act 2018, PECR and all other applicable data protection law, including informing data subjects and (where required) obtaining consent.

14. Automated processing and supplier scoring

The Service includes a supplier scoring feature that generates risk and performance indicators based on signals the Customer configures (such as document completeness, certification validity, response rates and sustainability declarations). The scoring is rule-based and deterministic; Supplio does not use machine-learning or artificial intelligence to compute supplier scores.

Supplier scores are information tools intended to support, not replace, the Customer's own judgement. The Customer is solely responsible for any decision it takes about a supplier (including approval, suspension, blacklisting, contract award or termination), and must ensure that any such decision involving solely-automated processing producing legal or similarly significant effects on a supplier (where the supplier is an identified individual) is subject to meaningful human review consistent with Article 22 of the UK GDPR.

15. Warranties and disclaimers

Supplio warrants that: (a) it will provide the Service with reasonable skill and care, in accordance with the Documentation in all material respects; and (b) it will not knowingly introduce any malicious code into the Service.

Except as expressly set out in these Terms and to the maximum extent permitted by law, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise (including any implied terms as to satisfactory quality, fitness for a particular purpose, accuracy or non-infringement) are excluded. The Service is provided "as is" and "as available". Supplio does not warrant that the Service will be uninterrupted, error-free or that all defects will be corrected, or that the Service will meet the Customer's specific requirements.

16. Indemnities

By Supplio (IP infringement):Supplio will defend the Customer against any third-party claim that the Customer's authorised use of the Service infringes a UK copyright, registered trademark, registered design or patent, and will indemnify the Customer for amounts finally awarded by a UK court (or paid in settlement approved by Supplio) in respect of such a claim. The indemnity does not apply where the claim arises from (a) Customer Data; (b) modifications to the Service not made by Supplio; (c) combination of the Service with other products or data not supplied by Supplio; or (d) use of the Service other than in accordance with these Terms or the Documentation. If a claim arises or is likely to arise, Supplio may, at its option, (i) procure the right for the Customer to continue using the Service; (ii) modify the Service to make it non-infringing; or (iii) terminate the affected Subscription Term and refund any prepaid Fees for the remainder of the Subscription Term. This sets out Supplio's entire liability and the Customer's sole remedy for IP infringement.

By the Customer (Customer Data):the Customer will defend Supplio against any third-party claim arising from (a) Customer Data, including any claim that it infringes a third-party right, breaches applicable law or breaches the Acceptable Use Policy; (b) any breach by the Customer of section 5 (Acceptable use) or section 6 (Customer Data); or (c) the Customer's breach of applicable data protection law in relation to Customer Data; and the Customer will indemnify Supplio for amounts finally awarded by a court (or paid in settlement approved by the Customer) in respect of such a claim.

Each indemnity is conditional on the indemnified party (i) promptly notifying the indemnifying party of the claim; (ii) giving the indemnifying party sole control of the defence and settlement (provided that no settlement that admits fault or imposes a non-monetary obligation on the indemnified party may be made without its consent); and (iii) providing reasonable cooperation at the indemnifying party's expense.

17. Limitation of liability

Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be limited or excluded under the laws of England and Wales (including section 2(1) of the Unfair Contract Terms Act 1977 and section 3 of the Misrepresentation Act 1967 in respect of fraudulent misrepresentation); or (d) the Customer's liability to pay Fees properly due, or under the indemnity in section 16 (Customer Data) and the Acceptable Use Policy.

Subject to the previous paragraph, and to the maximum extent permitted by law:

neither party will be liable to the other for any (i) loss of profits, revenue, business, contracts, anticipated savings or goodwill; (ii) loss or corruption of data (subject to Supplio's obligations in the DPA); or (iii) indirect, special or consequential loss or damage, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise; and
each party's total aggregate liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed an amount equal to 100% of the Fees paid or payable by the Customer to Supplio under these Terms in the 12 months immediately preceding the event giving rise to the claim (or, if the claim arises in the first 12 months of the Subscription Term, the annualised value of the Fees for the current Order).

The Customer acknowledges that the Fees reflect the allocation of risk in these Terms, and that Supplio would not enter into these Terms without these limitations.

18. Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action, labour disputes, internet or telecommunications outages or failures of third-party providers (a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate the impact and resume performance. Either party may terminate these Terms if a Force Majeure Event continues for more than 90 days.

19. Compliance — anti-bribery and modern slavery

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and will not engage in any activity that would cause the other to be in breach of such laws. Each party will take reasonable steps to prevent modern slavery, human trafficking and forced labour in its operations and supply chains, consistent with the principles of the Modern Slavery Act 2015 (whether or not it is subject to the reporting obligations of section 54).

20. Sanctions and export

The Customer represents that it is not, and is not owned or controlled by, a person listed on any UK, EU, US, UN or other applicable sanctions list, and that it will not use the Service in any country or for any purpose prohibited by applicable sanctions or export-control laws.

21. Publicity

Supplio may identify the Customer as a Supplio customer, and use the Customer's name and logo for that purpose on the Supplio website and in marketing materials. The Customer may opt out at any time by emailing founder@supplio.co.uk.

22. Changes to these Terms

Supplio may update these Terms from time to time. If a change materially affects the Customer's rights, Supplio will give at least 30 days' notice by email or in-app notice. Continued use of the Service after the effective date of the change constitutes acceptance of the updated Terms. If the Customer does not accept a material change, its sole remedy is to terminate the Subscription Term on notice before the change takes effect, in which case Supplio will refund any prepaid Fees for the unused remainder of the Subscription Term.

23. General

Notices: notices to Supplio must be sent to founder@supplio.co.ukand (for legal matters) marked "Legal — for the attention of the founder". Notices to the Customer will be sent to the administrative contact registered on the account.
Assignment: neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other, except that Supplio may assign these Terms (including on a change of legal entity, for example on incorporation as a limited company) to a successor in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets on notice to the Customer.
No partnership: nothing in these Terms creates a partnership, agency, joint venture or employment relationship between the parties.
Entire agreement: these Terms, the Order, the AUP, the SLA, the Refund Policy, the Privacy Policy and the DPA constitute the entire agreement between the parties and supersede all prior agreements, representations and understandings on the subject matter. Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in this agreement. Nothing in this clause limits liability for fraud.
Severability: if any provision is held to be invalid or unenforceable, the remaining provisions remain in full force.
Waiver: no failure or delay in exercising any right is a waiver of that right.
Third-party rights: a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
Governing law: these Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.
Jurisdiction: the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that Supplio may bring proceedings to protect its intellectual property or enforce payment in any court of competent jurisdiction.

24. Contact

Questions about these Terms? Email founder@supplio.co.uk.