(April 2024)

References in this document (“these terms”) to “We”, “Us” and “Our” are to Buyerdock Limited a company registered in England with number 11995777 and whose registered office is at Electra House, 1a Gilberd Road, Colchester, Essex, United Kingdom, CO2 7LR.  References to the “Buyerdock” are to the software as a service platform developed and hosted by Us with the intention of creating a cost-efficient and effective platform to enable brands to provide information and to and communicate with consumers, we refer to these as Our “Services”.  Our Services include providing You with a means of communicating information to and collecting information from Consumers, different aspects of the Services may be presented through “click-through tiles” (typically these are images which a user of Services  can click on to select a Service).

References in these terms to the “Brand” are to the owner(s) of branded goods identified by You in the process of signing up to use Buyerdock or promoted by You through Buyerdock and Your use of the Services and references to the “Brand’s Team” are to the Brand and all Your and the Brand’s staff and representatives.

References to “You” and “Your” in these terms are to the person accepting these terms and (where We so elect) also references to the members of the Brand’s Team.

References in these terms to “Consumers” are to individual consumers who access Services and whose personal data may be controlled by or processed through the Services by or on behalf of You or the Brand.

1. Right to use and fees
   1. Commercial terms: You agree to the specific terms included in the Commercial Terms agreed between You and Us and otherwise agree to the terms subject to which We generally make Buyerdock and our Services available.  Unless We otherwise agree with You in writing, You must agree to a separate subscription in relation to each Brand who uses Buyerdock.  We are not responsible for the information You publish or any communications that You manage through Buyerdock.  You are responsible for ensuring that You comply with all applicable regulations in relation to any Content that you publish on Buyerdock.
   2. Brand’s Team bound: By agreeing to these terms You represent to Us that you are authorised to bind each member of the Brand’s Team and undertake to notify each of them of these terms.
   3. Right to use:  Subject to these terms We grant You a non-exclusive, non-transferable right to use Buyerdock for the purpose only of facilitating communications between the Brand and the Brand’s Consumers and gathering data relating to the Brand’s Consumers for so long as You pay the fees to Us in accordance with the terms of these terms.  No member of the brand’s Team may use Buyerdock or the Services for any other purpose.
   4. Data: We ensure the integrity and security of data relating to Consumers controlled and processed on and through Buyerdock but You are responsible for ensuring that when You control, process, handle or otherwise use or deal with any natural person’s personal data (including the Brand’s Consumers) all applicable privacy laws and regulations are adhered to.
   5. Third party Services: Services made available through Buyerdock may be provided by third party suppliers.  You may be required to agree to their terms and conditions.  We assume no responsibility or liability in respect of things done (or omissions made) by such third party suppliers.  You agree that we may exchange information freely with such third party suppliers to the extent that it appears to Us necessary for them to have such information (which may include personal data relating to Consumers).  It is your responsibility to ensure that such data is lawfully controlled and processed.
2. Parties’ obligations
   1. Primary warranty:  We warrant that We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under these terms. We also agree to ensure the integrity and security of data relating to Consumers controlled and processed on and through Buyerdock and that the Services provided by US through the Buyerdock software platform is compliant with Our obligations as a Data Controller under the UK Data Protection Act 2018.
   2. Limitation of warranties.  You understand and agree that the Services are provided “as is” and (save as otherwise agreed in writing with You) We, Our affiliates and other providers of the Services expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose or non-infringement.  Save as otherwise agreed in writing with You, We, Our affiliates and other providers of the Services make no warranty or representation regarding the results that may be obtained from the use of Buyerdock or the Services, regarding the accuracy or reliability of any information obtained through Buyerdock or that the Services will meet any specific requirements, or be uninterrupted, timely, secure or error free.  Use of the Services offered by Us is at Your sole risk.  Any material and/or data downloaded or exported or otherwise obtained by You through the use of Buyerdock or the Services is at Your own discretion and risk.
   3. Extraction of personal data: You undertake not to use any personal data otherwise than as authorised by the person who is data subject (as defined in the Data Protection Act 2018) and you understand that if You download or extract any personal data from Buyerdock:
      1. You will become the controller (and may also become the processor) of such data;
      2. You will be responsible for all use of and access to such data; and
      3. We shall not be liable in respect of any action taken by You in relation to such data
   4. Responsibility for extracted data:  You agree to indemnify Us in respect of any loss suffered by Us as a result of any unauthorised or improper use of Buyerdock or the Services or any use, dissemination or failure to protect any data downloaded or extracted by You.
   5. No guarantee of outcomes: We cannot guarantee any specific results from use of Buyerdock, and use of Buyerdock is at Your own risk.
   6. Your information: You represent that the information provided by the Brand’s Team in relation to itself in the course of contracting with Us is true and that all information that members of the Brand’s Team provides to Us relating to itself or which any member of the Brand’s Team publishes using Buyerdock or the Services shall also be true.
   7. Brand own use only: You agree to use Buyerdock pursuant to these terms solely for the purpose of facilitating relationships and communications between the Brand and the Brand’s Consumers (and You agree not to give access to Buyerdock to any person who is not actively engaged in such relationship or communications or for any use other than facilitating or monitoring those relationship and communications).  You agree to use Buyerdock in accordance with the guidelines issued by Us from time to time.  Unless We otherwise agree with You in writing, no other use is permitted.  If You use Buyerdock for more than one corporate entity promoting products You are required (unless We have agreed to the contrary in writing) to enter into a separate agreement in respect of each such person other than the Brand.  Other than to provide information to the Brand, no member of the Brand’s Team may reproduce, resell, or distribute reports or data generated by Buyerdock for any purpose unless You have been specifically permitted to do so under a separate agreement with Us.
   8. Responsibility for hardware and network connections:  You agree that You are solely responsible for procuring and maintaining that all network connections and telecommunications links and any devices used in conjunction with Buyerdock and the Service operate effectively (other than the server on which Buyerdock is hosted and its connections to the internet).  You are responsible for providing and maintaining all hardware that You and the Brand use.  You agree that We have no responsibility or liability to You, the Brand or any Consumer in respect of any software or hardware used by Consumers or their ability to connect to Buyerdock.
   9. Security: We will issue You with a single “Primary User” account (which will manage Your use of Buyerdock). The Primary User may invite other members of the Brand’s Team to have sub-accounts to access Buyerdock and each of those persons may choose usernames and passwords or their sub-accounts (and may be granted special privileges within Buyerdock by the Primary User). Your Primary User is entirely responsible for controlling which members of the Brand’s Team are given rights to set up sub-accounts and the process for them to select usernames and passwords (and the privileges conferred on them) and for maintaining the security of such details and ensuring that they are not disclosed to any third party. You may not issue more than five sub-account logins for use of Buyerdock without Our consent (and We may charge for additional logins to be issued). We have no liability for any action taken by any person who has used any username and password associated with use of Buyerdock by any member of the Brand’s Team. You confirm that each member of the Brand’s Team to whom You make Buyerdock available is at least 16 years of age and is otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties included in these terms, and to abide by and comply with these terms.
   10. Your privacy:  Buyerdock is designed not to publish personal information provided by Brands or Consumers otherwise than in accordance with instructions given to it by You or (where appropriate) the Consumer.  In the usual process of using Buyerdock Consumers are asked to agree that certain of their personal information may be made available to Us or other named entities.  Nothing in these terms operates to restrict the right to use any personal data in respect of which such agreement has been given.
   11. Control of data: The Brand shall control all right, title and interest in and to all of the personal data created or (subject to your obtaining appropriate consents from the Consumer or other relevant data subject) received by it using Buyerdock (but shall not be entitled to store or use any personal data which You obtain as a result of a breach of these terms or for which any necessary consent from the person to whom the data relates has not been obtained). 
   12. Aggregated anonymised data: You agree that We may use any data held on or processed by Buyerdock or the Services on an anonymous aggregated basis and You also agree that (subject always to Our complying with applicable laws) We are free to use any data that is collected as a result of Your, the Brand’s or Consumers’ usage of Buyerdock or any other interaction You or any of them (or Your or their representatives) have with Buyerdock, the Services or Us (and We agree that in such circumstances to the extent that We exercise such rights We shall be the controller of such data).  By interacting with Buyerdock members of the Brand’s Team and Consumers may give Us additional consents to use data acquired through the use of Buyerdock. 
   13. Third party providers: You agree that We may integrate third parties approved by Us with Buyerdock and that if you elect to use Services enabled by such third parties and that subject to compliance with applicable laws data may be shared by such third parties (which may then become data controllers or data processors for the purposes of the Data Protection Act 2018).
   14. Liability for loss of data: Save as provided by law and these terms, We shall not be responsible to You, the Brand or any Consumer for any loss, alteration or disclosure of any data.  You agree that Your sole and exclusive remedy resulting from any loss or damage to data, shall be for Us to use reasonable commercial endeavours to arrange for lost or damaged data to be restored through any back-up controlled by Us.  If a Consumer (or other person who is data subject as defined in the Data Protection Act 2018) purports to exercise a legal right to require that their personal data is amended or removed, We shall to the extent that We are advised is required or otherwise determine amend or remove such data.
   15. IPR: We and/or Our suppliers, as in each case applicable, retain ownership of all proprietary rights in Buyerdock and in all trade names, trademarks, service marks, logos, strap lines and domain names associated or displayed with Buyerdock (“Buyerdock Marks“).  You may not frame or use framing techniques to enclose any Buyerdock Marks, Openstage interface screen or other proprietary information (including images, text, page layout or forms) of Ours without Our express written consent.  You may not use any meta tags or any other “hidden text” utilizing Buyerdock Marks without Our express written consent.  You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights.
   16. Restrictions: You agree that no member of the Brand’s Team shall:
       1. attempt to gain access to any part of Buyerdock by entering incorrect information;
       2. provide to or disseminate through Buyerdock (or use Buyerdock to publish or endorse or incite) any misleading, obscene, offensive, discriminatory, morally questionable or other assertion or information which may bring any member of the Brand’s Team or Us into disrepute or which may lead to any sort of Governmental, Court or other regulatory sanction,
       3. undertake any download or extraction of data in a way which is not compliant with applicable laws (or use any such data in a way that is not so compliant), re-publish or re-purpose any information screen produced by Us or presented by Buyerdock (and, in particular, but without limiting the generality of this provision, not to obscure any copyright or similar notice published by Us);
       4. use Buyerdock to obtain commercially sensitive information to circumvent the legitimate commercial interests of a third party;
       5. use Buyerdock in such a way as harms, disables or adversely affect performance of Buyerdock or which does or is intended to harm or extract information or data which the Brand Team is not legitimately entitled to access or alter;
       6. use Buyerdock in violation of any policy published by Us or in a manner that violates applicable law (including but not limited to anti-spam, export control, privacy, data protection and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and You agree that You are solely responsible for compliance with all such laws and regulations);
       7. reverse engineer or to attempt to reverse engineer, amend, copy or emulate any part of Buyerdock or to attempt to gain unauthorised access to Buyerdock or any connected system (and each of them shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Buyerdock);
       8. use any service that copies, emulates or integrates with Buyerdock or seeks to circumvent Buyerdock or uses any functionality offered by any part of Buyerdock’s API (other than the Services promoted by Us);
       9. use Buyerdock to facilitate any illegal activity or in a way which implies ownership of (or entitlement to) any intellectual property or other tangible or intangible property or rights where such ownership or entitlement does not exist; and
       10. (except to the extent We expressly agree in writing) not onward provide any service facilitated by Buyerdock to any third party (other than the Brand).
           
3. Payment terms and liability limits
   1. Fees: You agree to pay Us the fees as calculated by Us as they fall due (such calculation to be in accordance with the current charges specified by Us in the process of Your signing up to use Buyerdock as amended from time to time in accordance with these terms).  When You sign up to use Buyerdock You shall (unless otherwise agreed by Us at the time) pay the prevailing rate as stated on Our website (or otherwise published by Us) from time to time.  Currently we charge a monthly or annual subscription (based on your requirements such as number of SKUs and users) for providing core information (provided by You) in relation to each of Your distinct SKUs hosted on Buyerdock.  Other Services are charged at different rates, and charges may also be levied by reference to usage and the data hosted.  We are obliged to charge VAT and this shall be added to the stated fees at the applicable prevailing rate.
   2. Payment terms: All fees are payable immediately upon the invoice being issued.  To the extent that amounts due may be calculated in advance, We may raise an invoice in respect of amounts that will become due within the next 31 days.  As part of the signing up process You authorise Us to deduct payment by standing order, direct debit or other automated payment process.  You agree that We may request such payment as and when it falls due.  Failure by Us to collect payment does not relieve You from any liability to pay Us.  You undertake that if any payment mechanism You have approved fails, You shall immediately provide an alternative payment mechanism that shall not fail.  The calculation of fees payable by You to Us may be superseded to the extent expressly so agreed by one of Our legal directors in a written document describing itself as a derogation letter and specifying an alternative fee arrangement.
   3. Changes to fees:  Subject to the terms of this clause 1.5 We shall give You at least one month’s notice if We propose to amend the mechanism for calculating the amount You are to be charged without Your prior agreement.  We may however, subject to the limit described in this clause, increase the amount payable by You for use of Buyerdock to reflect increases in RPI, costs incurred by Us and new innovations introduced by Us from time to time (and You will be obliged to pay such increases).  If aggregate price increases (excluding any “pass-through” increase) is more than 2% above the increase in the Retail Prices Index published by the Office for National Statistics of the United Kingdom Government (calculated since the date of these terms or, if later, the last time We increased the amount payable be You without Your prior consent) then You may give Us notice to terminate these terms by giving Us at least three months’ written notice (ending at the end of a calendar month) within one month of Our notifying You of the increase.  If You properly give Us notice in accordance with this clause 1.5 the notified increase (other than pass-through increases) shall not apply to You during the notice period (but pass-through increases shall apply).   For these purposes a “pass-through” increase is Our passing on any costs which We incur that are directly attributable to Your use of the Services (for example, if the cost of SMS texts increases, We may pass that increase on to You). 
   4. Payment terms:  Amounts payable pursuant to these terms are non-cancellable and non-refundable.  If We have not received a payment by the due date then We may (without prejudice to any other rights and remedies that We may have and without liability to You) disable all Your and the Brand’s access to all or any part of Buyerdock.  You agree (notwithstanding any action taken by Us pursuant to this clause 3) to pay compensation and interest (at the rate provided for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998) in respect of invoices not duly paid.  Unless agreed by Us in the course of Your signing up to use Buyerdock or specifically otherwise in writing, You shall pay the highest standard rates as advertised on Our web pages for use of Buyerdock in the circumstances applicable to Your use of it.
   5. Separate charges: Support options and other Services not stated as included in the Services to be provided to You on Our website may (if subsequently requested) be charged separately at Our then current prevailing rate (available on request).  Configuration advice, support, training and development are offered by Us subject to separate charge at Our then current prevailing rate (available on request).  Subject to clause 3.6, You accept that We shall have no liability to You in respect of any support, service or advice We offer other than to the extent that We have liability pursuant to these terms in respect of the performance of Buyerdock.  Any configuration or development advised or implemented by Us shall (to the extent of such advice or implementation) be deemed to form a part of Buyerdock.  
   6. Right to suspend access: If You breach any provision of these terms or We have not received a payment by the due date then We may (without prejudice to any other rights and remedies that We may have and without liability to You) fully or partially suspend or disable the Brand Team’s access to all or any part of Buyerdock.
      
4. Liability
   1. Risk: Buyerdock is made available on an “as is” basis and  Your use of Buyerdock is at Your sole risk.  Buyerdock may offer access to functions or Services (which may or may not be classified as being in “beta”) and such functions and Services may not be made available generally.  We give no assurance that any such function or service will be made generally available or that such function or service shall be supported in any environment or continued (and We reserve the right to discontinue or modify any function or service at any time without notice).
   2. Regulation and compliance: We have no regulatory approvals for payment processing or handling sales and You are responsible for ensuring compliance with all relevant regulatory approvals.  We do not provide legal advice. It is Your responsibility to ensure that all content that is presented by You (or which would not be presented but for your using the Service) is accurate and compliant with all applicable laws, rules and regulations.
   3. Cap on liability: Subject to clauses 3.6 and 3.7
      1. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
      2. the total aggregate liability that We have arising in connection with any type of loss suffered by all members of the Brand’s Team shall be limited to the net of VAT amount received by Us from You in respect of the month in which the relevant loss is first suffered.
   4. Express representations etc only: Except as expressly and specifically provided in these terms all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms.
   5. Non-excluded liabilities: Nothing in these terms excludes Our liability:
      1. for death or personal injury caused by Our own negligence;
      2. for Our own fraud or fraudulent misrepresentation; or
      3. in respect of a breach of privacy laws or regulations to the extent that We may not lawfully exclude such liability; or
      4. to the extent that law otherwise provides that any liability may not be excluded.
   6. Compliance: You agree that, except to the extent inconsistent with the terms and conditions of these terms, You shall accept and adhere to the general user terms and conditions applicable to Your use of all websites, social media and other communication channels that You use in connection with Buyerdock or which We host or promote.  You undertake to procure that the Brand’s Team comply with all the provisions of these terms as if named in it as a party to these terms alongside You.
   7. Your breach: You agree to indemnify, defend and hold harmless Us and each of Our affiliates, officers, directors, employees, consultants, agents, suppliers and resellers against all damages and expenses directly or indirectly suffered as a result of any breach of any provision of these terms by any member of the Brand’s Team or the infringement or violation by any member of the Brand’s Team of any intellectual property or other right of any person or entity or applicable law or otherwise arising from use of Buyerdock pursuant to these terms.
      
5. Term and termination
   1. Termination on notice: These terms have immediate effect and (subject to the following provisions of this clause 4) the obligations in them to provide Services and make payments continue until either party gives the other at least three months’ written notice of termination terminating at the end of a calendar month in which the anniversary of the date of these terms falls.
   2. Early termination:  We may terminate the obligations to provide Services and make payments pursuant to these terms immediately if We believe that You have breached its terms or circumstances arise as a result of which We are restricted in Our ability to make Buyerdock available or to satisfy Your requirements. You may give notice to terminate in accordance with clause 1.5.
   3. Effect of termination:  On termination of the obligations to provide Services and make payments under these terms all rights to access or use Buyerdock granted under these terms shall immediately terminate, We may destroy or otherwise dispose of any of Your data (which shall include the personal data relating to Brand’s Consumers that we hold for You) in Our possession and You shall have no ongoing liability in respect of fees which would otherwise accrue for payment after such time (save that You shall remain liable to pay fees accrued up to that time, and interest on such fees up to the date of payment).  Rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination, and undertakings given by You in these terms shall not be affected or prejudiced and shall continue in full force and effect.  Restrictions imposed on You by these terms shall also continue to bind You for the period stated in these terms (if any).
6. Miscellaneous
   1. Force majeure: We shall have no liability to You under these terms if We are prevented from or delayed in performing Our obligations under these terms, or from carrying on business, by events beyond Our reasonable control.
   2. Execution and counterparts: These terms may be accepted by clicking acceptance on Buyerdock or Our website or app or signed electronically and such signature shall be as effective as a handwritten signature and these terms may also be signed in counterparts on the basis that each counterpart shall be merged to form a single agreement which is binding on each signatory.
   3. Variation:  No variation of these terms shall be effective unless it is in writing and approved by the parties.
   4. Conflicts: Unless otherwise agreed by You and Us in writing these terms prevail over any other agreement that You may propose exists between You and Us. You agree that these terms, even if accepted by You electronically, are deemed to be in writing and that (unless agreed in writing by Us) substitute, replace and prevail over any other agreement between Us that You may have proposed or may propose in the future.
   5. Publicity:  You may not without Our prior written consent make any public comment about these terms or Your dealings with Us.  We may announce that We provide Services to You.
   6. Entire agreement: These terms and the general user terms for our site (which also apply to You) constitute the whole agreement between You and Us in relation to Buyerdock and supersede any previous agreement between You and Us relating to the same subject matter. You acknowledge and agree that in entering into these terms You do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms or not) relating to the subject matter of these terms, other than as expressly set out in these terms.
   7. Assignment: You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these terms.  We may assign Our rights or obligations under these terms.
   8. No partnership or agency: Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
   9. No IP transfer:  Nothing in these terms operates to transfer any intellectual property rights between the parties.
   10. Non-solicitation: Until 12 months after these terms have terminated You shall not directly or indirectly induce or seek to induce any employee or contractor of Ours to leave their engagement with Us.
   11. Third party rights:  These terms does not confer any rights on any person or party (other than the parties to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
   12. Interpretation:  References in these terms to Us, We or Our in the context of obligations owed to Us or rights or entitlements conferred on Us shall be deemed to include reference also to any contractor nominated by Us or any company which is a subsidiary undertaking or a parent undertaking of Ours or any company which is a subsidiary undertaking of any such parent undertaking (“parent undertaking” and “subsidiary undertaking” having the meanings given to them in section 1162 of the Companies Act 2006) or any officer or employee of any such company.
   13. Notices:  We may give You notice by alert notification through Buyerdock.  Any other notice required to be given by You under these terms shall be in writing and may be given by hand, pre-paid first-class post or recorded delivery post to Us at Our registered office address.
   14. Policies: You and We undertake to comply with all applicable requirements of applicable data protection and privacy legislation.  By accepting these terms, You accept Our policies and other terms and conditions notified to You (whether through Buyerdock, Our website or otherwise) from time to time.  These polices include Our privacy policy and other provisions relating to GDPR, data protection as well as Our anti-fraud polices, use of Buyerdock guidelines and schedules of fees payable for bespoke work or consultancy or use of Buyerdock outside the scope of the right to access and use Buyerdock granted by these terms.
   15. No group claims: You agree to resolve disputes only on an individual basis and You (and each member of the Brand’s Team) expressly waive any right to bring any action, lawsuit, or proceeding as a member of a class or as part of a collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
   16. Governing law: These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
   17. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).