Updated 23 July 2020
The Customer is the business who has signed up to receive the SupplyCompass Services (as defined below).
Specification of Hosted Services
SupplyCompass is a cloud based sourcing platform for brands and manufacturers. It provides software that enables brands to produce product specifications and enables the effective management of the production and sourcing process from design through to delivery (SupplyCompass Services).
The parties have indicated their acceptance of the Agreement by accepting these terms and conditions.
Terms and Conditions
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.
Except to the extent expressly provided otherwise, in these Terms and Conditions:
“Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Charges” means the following amounts:
(a) such amounts as may be agreed in writing by the parties from time to time; and
(b) amounts calculated by multiplying the Provider’s standard time-based charging rates (as notified by the Provider to the Customer before the date of the Agreement) by the time spent by the Provider’s personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);
“Confidential Information” means the Provider Confidential Information and the Customer Confidential Information;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Customer” means the person or entity identified as such in Section 1 of the Services Order Form;
“Customer Confidential Information” means:
(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked as “confidential”; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding [personal data] with respect to which the Provider is a data controller;
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider’s website, the date upon which the Provider sends to the Customer an order confirmation;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means SupplyCompass Platform, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Section 2 of the Services Order Form and in the Documentation;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
“Minimum Term” means, in respect of the Agreement, the period of 12 months beginning on the Effective Date;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Provider” means SupplyCompass Ltd, a company incorporated in England and Wales with company number 09887681 whose registered office is at 31-35 Kirby Street, London, England, EC1N 8TE;
“Provider Confidential Information” means:
(a) any information disclosed by or on behalf of the Provider to the Customer [during the Term] OR [at any time before the termination of the Agreement] (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and
(b) the terms of the Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Services Order Form” means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
“Set Up Services” means the configuration, implementation and integration of the Hosted Services in accordance with these terms and conditions;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“SupplyCompass” means SupplyCompass Ltd, a company incorporated in England and Wales with company number 09887681 whose registered office is at 31-35 Kirby Street, London, England, EC1N 8TE;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
“Third Party Services” means any hosted or cloud services provided by any third party that may transmit data to and/or from the Hosted Services;
“Update” means a hotfix, patch or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any Platform software.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 This agreement shall, unless otherwise terminated as provided in this Clause 2, commence on the Effective Date and shall continue for the initial subscription term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period).
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
3 Customer Obligations
3.1 Customer shall:
3.1.1 use the SupplyCompass Services in accordance with the terms and conditions of this agreement and those included in the Other Terms;
3.1.2 allow SupplyCompass to purchase a sample of each Product and post photographs of the Product on the SupplyCompass website and SupplyCompass social media accounts;
3.1.3 respond to any SupplyCompass request within 24h hours of receiving it;
3.1.4 send all parcels via SupplyCompass by signed or recorded delivery and shall be charged per parcel in accordance with the following fees:
- International Small Parcel up to 0.5 KG: £35,
- International Large Parcel up to 10 KG: £70,
- Parcels over this weight: Courier charges to be calculated upon delivery of samples,
- Domestic courier costs: To be calculated upon delivery of samples (typically £8-25 depending on size and distance).
4 Set Up Services
4.1 The Provider shall provide the Set Up Services to the Customer.
4.2 The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.
4.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 15.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
4.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.
5 Hosted Services
5.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
5.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
5.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
5.3.1 the Hosted Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer.
5.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
5.4.1 the Customer must not sub-license its right to access and use the Hosted Services;
5.4.2 the Customer must not permit any unauthorised person to access or use the Hosted Services;
5.4.3 the Customer must not use the Hosted Services to provide services to third parties;
5.4.4 the Customer must not republish or redistribute any content or material from the Hosted Services;
5.4.5 the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and
5.4.6 the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services .
5.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
5.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
5.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).
5.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
5.9 The Customer must not use the Hosted Services:
5.9.1 in any way that is unlawful, illegal, fraudulent or harmful; or
5.9.2 in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
6 Support Services
6.1 The Provider shall provide the Support Services to the Customer during the Term.
6.2 The Provider shall provide the Support Services with reasonable skill and care.
6.3 The Provider shall provide the Support Services in accordance with Schedule 4 (Support SLA).
6.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
7 Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive licence to store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement.
7.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
7.4 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
8 Integrations with Third Party Services
8.1 The Hosted Services are integrated with those Third Party Services identified on the website as at the Effective Date. The Provider may integrate additional Third Party Services with the Hosted Services at any time.
8.2 The Customer acknowledges that the integration of Third Party Services may entail the transfer of Customer Data from the Hosted Services to the relevant Third Party Services.
8.3 The Customer hereby consents to the transfer of the Customer Data to the Third Party Services.
8.4 Save to the extent that the parties expressly agree otherwise in writing and subject to Clause 16.1:
8.4.1 the Provider gives no warranties or representations in respect of any Third Party Services; and
8.4.2 the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services.
9 No assignment of Intellectual Property Rights
9.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
10.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
10.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.
10.3 The Provider may charge the price of the relevant fees, including recurring Charges, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those charges. Price changes will take effect at the start of the next subscription period following the date of the price changes. Subject to applicable law, you accept the new price by continuing to use the Services and/or Platform after the price changes take effect. If the Customer will not agree with the price change, the Customer will have the right to reject the change by unsubscribing from the Service and/or prior to the price change going into effect.
10.4 If the Provider has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Provider:
10.4.1 the Provider may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and/or Platform and the Provider shall be under no obligation to provide any or all of the Services and/or Platform while the invoice(s) concerned remain unpaid; and
10.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.5 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Agreement, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 10.3 (or, if no such variation has occurred, since the date of execution of the Agreement), in the Retail Prices Index (all items) published by the UK Office for National Statistics.
10.6 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately inform the Provider in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The relevant party shall provide evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
11.1 The Provider shall issue invoices for the Charges to the Customer monthly in advance, from the Effective Date.
11.2 The Customer must pay the Charges to the Provider within the period of 10 days following the receipt of an invoice issued in accordance with this Clause 11.
11.3 The Customer must pay the Charges by direct debit, debit card or credit card (using such payment details as are notified by the Provider to the Customer from time to time).
11.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month). The Provider acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this Clause 11.4 constitute a substantial remedy within the meaning of that Act.
12 Confidentiality obligations
12.1 The Provider must:
12.1.1 keep the Customer Confidential Information strictly confidential;
12.1.2 not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
12.1.3 use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
12.1.4 act in good faith at all times in relation to the Customer Confidential Information; and
12.1.5 not use any of the Customer Confidential Information for any purpose other than as agreed by the Customer.
12.2 The Customer must:
12.2.1 keep the Provider Confidential Information strictly confidential;
12.2.2 not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;
12.2.3 use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;
12.2.4 Information; and
12.2.5 not use any of the Provider Confidential Information for any purpose other than as agreed by the Provider.
12.3 No obligations are imposed by this Clause 12 with respect to a party’s Confidential Information if that Confidential Information:
12.3.1 is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality; or
12.3.2 is or becomes publicly known through no act or default of the other party.
11.4 The provisions of this Clause 12 shall continue in force indefinitely following the termination of the Agreement.
13.1 Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
13.2 Nothing in this Clause 13 shall be construed as limiting the obligations of the parties under Clause 12.
14 Data protection
14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
14.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
14.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:
14.3.1 the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 5 (Data processing information); and
14.3.2 Personal Data of the types specified in Part 2 of Schedule 5 (Data processing information).
14.4 The Provider shall only process the Customer Personal Data for the purposes specified in this agreement.
14.5 The Provider shall only process the Customer Personal Data during the Term and for not more than 180 days following the end of the Term, subject to the other provisions of this Clause 14.
14.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area).
14.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
14.7.1 the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities;
14.7.3 the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the European Commission has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
14.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
14.9 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
14.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
14.11 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified.
14.12 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties, and third parties within the categories identified.
14.13 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
14.14 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay.
14.15 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 14 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.15.
14.16 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
14.17 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
15 Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
15.1.1 limit or exclude any liability for death or personal injury resulting from negligence;
15.1.2 limit or exclude any liability for fraud or fraudulent misrepresentation;
15.1.3 limit any liabilities in any way that is not permitted under applicable law; or
15.1.4 (exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:
15.2.1 are subject to Clause 15.1; and
15.2.2 govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
15.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
15.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
15.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
15.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 15.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4.
15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
15.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:
15.10.1 £5,000; and
15.10.2 the total amount paid and payable by the Customer to the Provider under the Agreement in the 6 month period preceding the commencement of the event or events.
16 Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
17.1 Either party may terminate the Agreement by giving to the other party not less than 30 days’ written notice of termination, as long as there are no Live Order. An order is considered a Live Order on request of the first sample via the platform, and is considered Live up until the final goods are delivered at destination.
17.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
17.2.1 the other party commits any material breach of the Agreement, and the breach is not remediable; or
17.2.2 the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.
17.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
17.3.1 the other party:
184.108.40.206 is dissolved;
220.127.116.11 ceases to conduct all (or substantially all) of its business;
18.104.22.168 is or becomes unable to pay its debts as they fall due;
22.214.171.124 is or becomes insolvent or is declared insolvent; or
126.96.36.199 convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
17.3.2 an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
17.3.3 an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.
17.4 The Provider may terminate the Agreement immediately by giving written notice to the Customer if:
17.4.1 any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
17.4.2 the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 17.4.
17.5 The rights of termination set out in the Agreement shall not exclude any rights of termination available at law.
18 Effects of termination
18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.10, 8.4, 11.2, 11.4, 12, 13, 14.1, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 14.12, 14.13, 14.14, 14.15, 14.16, 14.17, 15, 18, 19, 21, 22, 23, 24, 25, 26 and 27.
18.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of the Agreement for any reason:
18.3.1 the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
18.3.2 the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,
18.3.3 without prejudice to the parties’ other legal rights.
19 Non-solicitation of personnel
19.1 The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of the Agreement.
20.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.
20.2 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.
21.1 The Provider must not assign, transfer or otherwise deal with the Provider’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed.
22 No waivers
22.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
22.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
23.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
23.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
24 Third party rights
24.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
24.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.
25 Entire agreement
25.1 The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
25.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
25.3 The provisions of this Clause 25 are subject to Clause 15.1.
26 Law and jurisdiction
26.1 These Terms and Conditions shall be governed by and construed in accordance with English law.
26.2 Any disputes relating to the Agreement shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
27.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
27.1.1 that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
27.1.2 any subordinate legislation made under that statute or statutory provision.
27.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
27.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
27.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of the website at [platform.supplycompass.com], any successor website, and the services available on that website or any successor website (the “Services“); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to SupplyCompass Ltd (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
6.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.
6.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
6.3 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
6.4 You must not use the Services for the purpose of deliberately upsetting or offending others.
6.5 You must at all times be courteous and polite to other users of the Services.
7.1 You acknowledge that we may actively monitor the Content and the use of the Services.
8. Data mining
8.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
9.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
Schedule 2 (Hosted Services)
Introduction to availability SLA
1.1 This Schedule 2 sets out the Provider’s availability commitments relating to the Hosted Services.
1.2 In this Schedule 2, “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.
2.1 The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 99% during each calendar year.
3.1 Downtime caused by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Part 2:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Provider’s hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;
(d) a fault or failure of the Customer’s computer systems or networks;
(e) any breach by the Customer of the Agreement; or
(f) scheduled maintenance carried out in accordance with the Agreement.
Schedule 3 (Maintenance SLA)
1.1 This Schedule 3 sets out the service levels applicable to the Maintenance Services.
2. Scheduled Maintenance Services
2.1 The Provider shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this Schedule 3.
2.2 The Provider shall provide all scheduled Maintenance Services outside Business Hours.
3.1 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 5 Business Days’ prior written notice of the application of any non-security Update to the Platform.
Schedule 4 (Support SLA)
1.1 This Schedule 4 sets out the service levels applicable to the Support Services.
2.1 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule 4.
2.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
2.3 The Provider shall ensure that the helpdesk is accessible by email and using the Provider’s web-based ticketing system.
2.4 The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term.
3. Provision of Support Services
3.1 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.
4. Limitations on Support Services
4.1 If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed 10 hours then:
(a) the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and
(b) the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.
Schedule 5 (Data processing information)
1. Categories of data subject
Personal Data, Business Data, Project Data
2. Types of Personal Data
Name, Email, Company Name, Company Size, Product Specifications, Sample Requests, Project Timelines, Production Quantities, Target Prices, Production Prices, Business Address, Job Titles, Employee Name
Schedule 5 (SupplyCompass Project Management Services)
The Services shall include the project management services set out below together with such additional services as the Client may from time to time reasonably require from initial appointment until the later of final certification of the Contractor’s account, or the expiry of the defects liability period in relation to the Project, including:
1. Sourcing Strategy
1.1. Undertake initial strategic assessment of the clients existing supply chain, understanding key business priorities to ensure a suitable manufacturer is proposed for the project.
1.2. Strategic matching of high-quality production partners based on type of product, sustainability goals and demand forecasts
2. Project & Production Management
2.1. In consultation with the Client, prepare a brief setting out the Client’s requirements for the Project (the “Brief”).
2.2. Setting up and management of manufacturer relationship on behalf of the client
2.3. Managing and reporting to the client on the project programme as required – including sample requests and bulk production.
2.4. Co-ordination with production partners throughout the supply chain to enable successful delivery of projects
2.5. Undertake co-ordination of RfQs with manufacturers and negotiate production unit costs on behalf of the client.
2.6. Act on behalf of the client, where required, to set up the order and manufacturer relationship and liaise with all parties to coordinate and agree on deliverables for the project
2.7. Coordinate the activities of the lead manufacturer and their suppliers.
2.8. Help the client to remain aware of the production costs and how design and material changes may impact the unit production cost
2.9. Manage the negotiations between brand and manufacturing partner to meet project requirements related to price, delivery dates and MOQs.
2.10. Provide overall management of quality standard requirements and optional on-ground QC checks for production
2.11. Undertake visits to factories to check in on production as deemed necessary.
2.12. Consult clients on available materials that might be suitable for their project and sustainability needs
2.13. Consult clients on print techniques based on materials, colours, MOQs and price points
2.14. Monitor the manufacturers progress against the pre defined programme and report to the client as required.
2.15. Communication management with partners to get the right colours. On-demand Local Office Approvals against Verivide Lightbox [optional]
2.16. Undertake client check-in calls and/or meetings as required throughout the design to delivery process.
2.17. Continuously manage the relationship with the manufacturer
2.18. Co-ordinate material Testing for bulk production based on SupplyCompass Standard Testing
2.19. As appropriate, before, during or immediately after the production period provide reasonable assistance to the Client towards the resolution of any difference arising with the manufacturer and/or any sub-contractors, provided that such assistance will not extend to assistance with any disputes referred to on in contemplation of adjudication or litigation.
Co-ordinate purchase orders and invoices with the manufacturer and make international transfers on behalf of the client.
3.1. Undertake review of tech packs submitted via the SupplyCompass platform to check they contain adequate levels of information for the manufacturer to work from.
3.2. Undertake fit videos between client and manufacturer as part of the sampling feedback process.
Undertake Quality Control checks of samples produced by manufacturers on behalf of the client and highlight potential issues to the client. Provide the client and manufacturer with use of the Supplycompass DHL account to allow for quick and reliable delivery of samples between parties. N.B The cost of postage will be added to invoices at regular intervals
4.1. SupplyCompass Production Management including:
4.2. Review of Production File including approved lab dips, strike offs, material technical data, PPS and sample feedback
4.3. Code of Conduct Management: transparency and visibility on all aspects of production
4.4. Material Technical Data and Order Management – tracking of materials as per approvals
4.5. Production Planning with factories based on number of machines and productivity
4.6. Provide the client with use of the SupplyCompass client account in order to undertake international payments for client to the manufacturer.
5. Delivery and Freight Forwarding
5.1. Submission and checking of Packing List
5.2. Coordination with freight forwarder for ex-factory and ex-port dates [optional]