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These are Terms that apply to the supply by us of the Wholepal platform and any associated Services to you.

1. INTERPRETATION OF WORDS AND PHRASES

1.1 Some of the words and phrases in these Terms mean specific things. They are capitalised all the way through and explained in the defined terms section at the end of these Terms.

1.2 In these Terms, unless the context otherwise requires:

• 1.2.1 the words 'include', 'including' or 'for example' do not limit something to just the examples that follow;
• 1.2.2 any reference to a specific law or regulation in these Terms includes that law or regulation as amended, replaced or extended;
• 1.2.3 any reference to a 'party' or one of us includes that party's personal representatives, successors and permitted assigns;
• 1.2.4 any reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; and
• 1.2.5 any headings in these Terms are included for convenience. They will not have any effect on the interpretation of our Agreement.

2. APPLICATION OF THESE TERMS AND ORDER OF DOCUMENTS

2.1 These Terms, the Order and (where applicable) the Special Terms apply to and form part of our Agreement. They take precedence over any terms and conditions of supply previously supplied by us. You acknowledge and agree that you have read, understood and agree to each of the sections and documents listed above that form our Agreement. We recommend that you retain a copy of all the documents that make up our Agreement.

2.2 Each request issued by you to enter into an Order shall be an offer to access the Wholepal platform and the Services subject to these Terms. We may accept or reject your request at our discretion.

2.3 An Order will be deemed accepted by us as soon as an account is created or any payment taken, or otherwise in written agreement. Any exchange of documents before this point is for information only and does not create legal relations between us.

2.4 Each Order forms a separate, standalone Agreement.

2.5 No terms or conditions delivered with or contained in your purchase conditions, order or other document will form part of our Agreement.

2.6 If there is a conflict between any of the documents listed below, the order of priority, highest first, is:

• 2.6.1 the Special Terms;
• 2.6.2 the Order;
• 2.6.3 the rest of these Terms; and
• 2.6.4 the Documentation, subject to the order of priority between the documents in this clause, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

3. WHEN THE AGREEMENT BEGINS AND HOW LONG IT LASTS

3.1 Our Agreement starts on the Effective Date and will, unless one of us ends it (in a way that these Terms allow), carry on until the expiry of the Initial Term and shall automatically continue thereafter for further consecutive Renewal Terms.

3.2 Either party may terminate this Agreement by:

• 3.2.1 giving the other party written notice of not less than the Notice Period to terminate our Agreement, such notice to expire at the end of the Initial Term, or, as the case may be, the relevant Renewal Term; and
• 3.2.2 giving the other party written notice at any time within 30 days after the Effective Date. In this case, any fees paid by you in advance will be refunded in full if purchasing an annual contract. Any fees already paid for the first month of use will be non-refundable.

4. GENERAL PRINCIPLES

4.1 During the Term, we agree to supply and you agree to subscribe to the Wholepal platform and access the Services on the terms set out in our Agreement.

4.2 We confirm we are a legal entity, authorised to agree our Agreement and provide access to the Wholepal platform and supply the Services.

4.3 You confirm you are legally set up as a business, authorised to agree our Agreement and carry out your responsibilities under it.

5. THE WHOLEPAL PLATFORM AND THE SERVICES GENERALLY

5.1 We will:

• 5.1.1 provide you with access to the Wholepal platform in accordance with the terms of our Agreement;
• 5.1.2 provide the Services with reasonable skill and care; and
• 5.1.3 comply with the Applicable Law applicable to us.

5.2 Any obligation of us under our Agreement to comply or ensure compliance by any person or the Wholepal platform or the Services with any law shall be limited to compliance only with laws within the United Kingdom as generally applicable to businesses and to providers of software as a service solutions. Such obligations shall not be construed to create any obligation on us or any part of the Wholepal platform or the Services to comply with any laws or regulations which apply solely to specific commercial or other activities (such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

5.3 You acknowledge that no liability or obligation is accepted by us (howsoever arising whether under contract, tort, in negligence or otherwise):

• 5.3.1 that the Wholepal platform shall meet your individual needs, whether or not such needs have been communicated to us;
• 5.3.2 that the operation of the Wholepal platform shall not be subject to minor errors or defects; or
• 5.3.3 that the Wholepal platform shall be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in Documentation.

5.4 Other than as set out in this Agreement, and subject to clause 26.1, all warranties, conditions, terms, undertakings or obligations whether express or implied by statute, common law or otherwise and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the extent permitted by law.

5.5 Free Trial Services and Beta Services are provided "as is" without warranty, indemnity or support of any kind, to the fullest extent permitted by Applicable Law, and may be subject to additional usage limits or conditions. We may terminate Free Trial Services at any time at our sole discretion. Your access to use and use of the Free Trial Services and Beta Services is at your sole risk, and we shall have no liability arising from such use, to the fullest extent permitted by Applicable Law.

5.6 You acknowledge that the Free Trial Service and or the Beta Service may contain defects, errors or other issues and you agree to use such service at your own risk.

5.7 You acknowledge that the Wholepal platform is a software-as-a-service platform enabling communications between parties. You further acknowledge that any business activities that you engage in as a result of your use of the Wholepal platform is done so at your own risk (including entering into agreements or arrangements with third party trading partners and/or suppliers (as applicable)). You warrant that you have carried out the appropriate due diligence with respect to any and all such arrangements and that we are not responsible for any such arrangements, any third party product or services, or any losses or liabilities arising from any such arrangements.

5.8 You acknowledge that certain features of the Wholepal platform may use artificial intelligence to assist with data processing, formatting or generation. Any output generated or suggested by these features is provided as-is and should be independently reviewed by you before use. We make no representations or warranties regarding the accuracy, appropriateness, or suitability of AI-generated content and shall not be liable for any reliance placed upon it.

5.9 The Wholepal Platform may process Customer Product Data using automated systems and artificial intelligence technologies. Such processing is intended to assist users with the extraction, structuring and formatting of product information. Outputs generated by these technologies are provided as assistance tools only and should be reviewed by you before reliance or use.

5.10 Wholepal Platform operates as a data exchange and workflow platform enabling Supplier or Manufacturer Customers and Trading Partners to exchange Customer Product Data and related commercial information. Wholepal does not verify, validate or guarantee the accuracy, completeness or suitability of such information and shall not be responsible for any decisions, transactions or arrangements made between parties using the platform.

6. WHAT YOU HAVE TO DO

6.1 You will:

• 6.1.1 perform your obligations in accordance with the terms of our Agreement;
• 6.1.2 pay the Charges for access to the Wholepal platform and the supply of Services in the manner set out in clause 15;
• 6.1.3 tell us the name(s) and contact details of the individual(s) authorised to act on your behalf for the Wholepal platform, the Services, and technical and billing matters (Customer Contact). We may however accept instructions from a person who we reasonably believe is acting with your authority;
• 6.1.4 cooperate with us and comply with any reasonable requests we make to help us provide the Wholepal platform and/or the Services;
• 6.1.5 be responsible for your network connections and telecommunications links and all problems, conditions, delays and delivery failures arising from or relating to them;
• 6.1.6 provide us with any information, data or other items reasonably required by us, without undue delay, and you will make sure the same is accurate, up-to-date and complete;
• 6.1.7 obtain and maintain all necessary licences, permits and consents required to enable us to perform the Services and provide the Wholepal platform for your benefit, and otherwise comply with our obligations under our Agreement;
• 6.1.8 not do (or permit any person to do) anything that is likely to adversely interfere with our business, systems or operations, nor shall you knowingly or recklessly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, malware, ransomware or any other harmful programs or similar computer code designed to adversely affect the operation of any of our computer software, hardware or IT networks or systems;
• 6.1.9 inform us in a timely manner of any matters which may affect our provision of the Wholepal platform and/or performance of the Services; and
• 6.1.10 comply with Applicable Law, and make sure that your Representatives do as well.

7. ACCESS TO THE WHOLEPAL PLATFORM AND OUR SUPPLY OF THE SERVICES

Operation of the Wholepal Platform

7.1 With effect from the Effective Date and subject to the terms of our Agreement, we grant you a non-exclusive, non-transferable, personal right to:

• 7.1.1 use the Wholepal platform for the Permitted Purpose; and
• 7.1.2 copy and use the Documentation as strictly necessary for its use by Authorised Users of the Wholepal platform.

7.2 You acknowledge that access will normally be available promptly but may take up to 30 Business Days where configuration is required, and that use of the Wholepal platform is at all times subject to your compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements).

7.3 You acknowledge that the Wholepal platform and the Services do not include:

• 7.3.1 any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by you in connection with use of the Wholepal platform);
• 7.3.2 dedicated data back up or disaster recovery facilities (and you should ensure you at all times maintain backups of all Customer Data); or
• 7.3.3 legal, accounting or other professional or regulated services and that, except as expressly stated in our Agreement, no assurance is given that the Wholepal platform or the Services will comply with or satisfy any legal or regulatory obligation of any person.

7.4 The Wholepal Platform may be made available to different categories of users including Supplier or Manufacturer Customers and Trading Partners. In certain cases a Trading Partner may subscribe to the Wholepal Platform and permit Supplier or Manufacturer Customers to access or use certain functionality of the platform without direct payment by that Supplier or Manufacturer Customer.

• 7.4.1 Where a Supplier or Manufacturer Customer has an existing commercial relationship with a Trading Partner using Wholepal Platform, the Trading Partner may provide Customer Product Data or related commercial information to Wholepal Platform relating to that Supplier or Manufacturer Customer's products. Such data may be used by Wholepal Platform to populate product records, facilitate product listings, enable data sharing and support platform functionality between those parties.

8. AUTHORISED USERS AND PRODUCTS

8.1 You shall ensure that only Authorised Users use the Wholepal platform and that such use is at all times in accordance with our Agreement. You shall ensure that Authorised Users are, at all times while they have access to the Wholepal platform, the employees or contractors of you.

8.2 You will keep a list of all Authorised Users and will notify us within five Business Days if any updates to any list of Authorised Users are made or required, including when Authorised Users cease to be employed or engaged by a relevant entity such that they are no longer entitled to be Authorised Users. Where termination of such a relationship is known in advance, we will provide such information as soon as reasonably possible prior to such termination of that relationship, together with the date such person shall cease to be an Authorised User.

8.3 You will ensure that the number of Authorised Users and the number of Products for the Wholepal platform does not exceed the number of Purchased Authorised Users Accounts and Purchased Product Usage for the Wholepal platform as set out in the Order at any time. You are entitled to remove one individual as an Authorised User and replace them with another individual in accordance with the terms of our Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.

8.4 Without prejudice to any other right or remedy of ours, in the event you are in breach of clause 8.3 then:

• 8.4.1 the warranties in clause 5.1 shall cease to apply to the Wholepal platform for the duration of the period during which you are in breach of clause 8.3; and
• 8.4.2 you will be liable to pay for the number of Authorised Users and/or Products above the number of Purchased Authorised Users Accounts and Purchased Product Usage for the Wholepal platform for the relevant period during which infringement occurred in accordance with our then current pricing.

8.5 You will:

• 8.5.1 be liable for the acts and omissions of the Authorised Users as if they were your own;
• 8.5.2 only provide Authorised Users with access to the Wholepal platform via the access provided by us and shall not provide access to (or permit access by) anyone other than an Authorised User; and
• 8.5.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under our Agreement, including all obligations and restrictions relating to our Confidential Information.

8.6 You warrant and represent that you, and all Authorised Users and all others acting on your behalf (including systems administrators) shall keep confidential and not share with any third party (or with other individuals except those with administration rights at your organisation as necessary for use of the Wholepal platform) their password or access details for the Wholepal platform.

8.7 You will (and will ensure all Authorised Users will) at all times comply with any acceptable use provisions and all other provisions of our Agreement.

8.8 If any password has been provided to an individual that is not an Authorised User, you will, without delay, disable any such passwords and notify us immediately.

8.9 You will comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations governing export that apply to the Wholepal platform, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Wholepal platform, the Services, the Customer Data or the Documentation (or any part) to, or access or use the Wholepal platform or the Services, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, without first obtaining such licence or other approval. Without prejudice to our obligations under clause 18, you will be solely responsible for ensuring your access, importation and use of the Wholepal platform and the Services, the Customer Data and Documentation complies with Applicable Laws including export laws.

8.10 Clauses 8.5 to 8.9 (inclusive) shall survive termination or expiry of our Agreement.

8.11 You will be liable to pay us for the number of Authorised Users above the number of Purchased Authorised Users Accounts and the number of Products above the number of Purchased Product Usage for the relevant period during which you failed to follow those clauses at our then current rates.

9. ACCEPTABLE USE

9.1 As a condition of use of the Wholepal platform, you agree not to use the Wholepal platform nor permit it to be used:

• 9.1.1 for any purpose that is unlawful under any Applicable Law or prohibited by our Agreement;
• 9.1.2 to commit any act of fraud;
• 9.1.3 to distribute any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, trojan horses, ransomware and spyware);
• 9.1.4 to gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person;
• 9.1.5 to attempt to circumvent any security controls or mechanisms;
• 9.1.6 to attempt to circumvent any password or user authentication methods of any person;
• 9.1.7 in any manner inconsistent with our Agreement or the Documentation; or
• 9.1.8 in any manner which does not comply with the provisions relating to Intellectual Property Rights contained in our Agreement.

10. OUR PROMISES ABOUT THE WHOLEPAL PLATFORM

10.1 Subject to clauses 10.2 to 10.5, we warrant to you that the Wholepal platform shall operate materially in accordance with its description in the Documentation when used in accordance with our Agreement under normal use and normal circumstances during the Term.

10.2 The warranty in clause 10.1 shall not apply to the extent that any Incident in the Wholepal platform arises as a result of:

• 10.2.1 incorrect operation or use of the Wholepal platform by you or any Authorised User including any failure to follow the Documentation, or failure to use the Wholepal platform on a supported operating system;
• 10.2.2 use of any part of the Wholepal platform other than for the purposes for which it is intended;
• 10.2.3 use of the Wholepal platform or any Services with other software or services or on equipment with which it is incompatible (unless we recommended or required the use of that other software or service or equipment);
• 10.2.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
• 10.2.5 any modification of the Wholepal platform (other than that undertaken by us or at our direction);
• 10.2.6 any breach of our Agreement by you;
• 10.2.7 use of the Beta Service; or
• 10.2.8 any planned maintenance by us.

10.3 You acknowledge that:

• 10.3.1 neither we nor our third party providers control your Devices or the transfer of data over communications facilities (including the Internet);
• 10.3.2 the Wholepal platform may be subject to limitations, interruptions, delays, errors, cancellations, and other problems resulting from the use of the internet or public communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems; and
• 10.3.3 we and our third party providers are not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage resulting from the interruptions described in clauses 10.3.1 and 10.3.2.

10.4 If there is any breach of warranty in clause 10.1 we shall at our option: use reasonable endeavours to repair or replace the impacted Services within a reasonable time or (whether or not we have first attempted to repair or replace the impacted Service) refund the Charges for the impacted Services which were otherwise payable for the period during which we are in breach of any such warranty. To the maximum extent permitted by law, this clause 10.4 sets out your sole and exclusive remedy (however arising, whether in contract, negligence or otherwise) for any breach of any of the warranty in clause 10.1.

10.5 Clause 10.1 is subject to the limitations set out in clause 26 and shall not apply to the extent that any error in the Wholepal platform arises as a result of:

• 10.5.1 incorrect operation or use of the Wholepal platform by you, any Authorised User (including any failure to follow the Documentation or failure to meet minimum specifications);
• 10.5.2 use of any of the Wholepal platform other than for the purposes for which it is intended;
• 10.5.3 use of the Wholepal platform with other software or services or on equipment with which it is incompatible (unless we recommended or required the use of that other software or service or equipment);
• 10.5.4 any act by any third party (including hacking or the introduction of any virus or malicious code);
• 10.5.5 any modification of the Wholepal platform (other than that undertaken by us or at our direction); or
• 10.5.6 any breach of our Agreement by you (or by any Authorised User).

10.6 We will use commercially reasonable endeavours to make the Platform available 99.9% of the time in each calendar month, measured by continuous monitoring excluding Scheduled Maintenance and any period of unavailability caused by circumstances beyond our reasonable control ("Uptime Commitment").

10.7 If the Platform fails to meet the Uptime Commitment in any calendar month, your sole and exclusive remedy will be a service credit applied to your next invoice, calculated as follows:

• (a) availability of 99.5% to 99.89% in that month: credit equal to 5% of the monthly Charges for that month;
• (b) availability of 99.0% to 99.49% in that month: credit equal to 10% of the monthly Charges for that month;
• (c) availability below 99.0% in that month: credit equal to 20% of the monthly Charges for that month.

Service credits are your exclusive financial remedy for unavailability and are not refundable as cash. Credits must be claimed within 30 days of the relevant calendar month.

10.8 The Uptime Commitment does not apply to, and no service credits will accrue in respect of, any unavailability arising from:

• (a) Scheduled Maintenance;
• (b) any failure of your internet connection, systems, or third-party software;
• (c) a Force Majeure Event (clause 27);
• (d) your breach of these terms; or
• (e) emergency maintenance where we have given you as much notice as is reasonably practicable.

"Scheduled Maintenance" means planned maintenance of which we have given you at least 48 hours' prior written notice, which we will endeavour to carry out outside of the hours of 09:00–18:00 Monday to Friday (UK time).

11. SUPPORT

11.1 Support Services shall be available for the Wholepal platform to you for the duration of the Agreement, to the extent and in the manner specified in the relevant Order.

11.2 We will use reasonable endeavours to notify you in advance of scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

12. CHANGES TO SERVICES AND TERMS

12.1 We may in our absolute discretion make, and notify you of, updated versions of the documents referred to in clause 2.6 or other documents referred to in any part of our Agreement (excluding in each case the Order) from time to time by any reasonable means which we elect (Update Notification). We will comply with our related obligations in our Privacy Policy.

12.2 The document(s) subject to such Update Notification shall replace the preceding version of the same document(s) for the purposes of our Agreement from the date 14 Business Days' after Update Notification of such revised document(s) (the Update) (or at such later date as we may specify).

12.3 In the event that you reasonably believe that any Update materially impacts you negatively in any manner you may by notice elect to terminate our Agreement in respect of all impacted Services at the end of the Initial Term or Renewal Term (as applicable).

12.4 You acknowledge that we shall be entitled to modify the features and functionality of the Wholepal platform and/or the Services. We may, without limitation to the generality of this clause 12.4, establish new limits on the Wholepal platform and/or the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Wholepal platform or the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents. We shall comply with our related obligations in our Privacy Policy.

13. WHEN WE ARE NOT TO BLAME AND DELAYS

13.1 We shall use reasonable endeavours to provide access to the Wholepal platform and perform the Services in accordance with any agreed time schedule, or, if no time schedule has been agreed, within a reasonable time.

13.2 If the Wholepal platform and/or the Services, in whole or in part, cannot be provided by us on a timely basis for reasons caused in whole or part by: (a) you and/or your Representatives; (b) anyone other than us, our Affiliates or suppliers doing something, or not doing something, they need to do; (c) a Relief Event; or (d) restriction or prevention by Applicable Law, a court order, an application for interlocutory relief or injunction, then:

• 13.2.1 we shall have no liability for Losses that are attributable to any of those circumstances and/or events;
• 13.2.2 we shall be entitled to reimbursement of costs caused to us due to those circumstances and/or events; and
• 13.2.3 any agreed timeframes for performance may be extended, if and where practicable, for a period equivalent to the period of the delay caused by those circumstances and/or events (however it may be longer at our discretion).

13.3 The Wholepal platform may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems.

14. CHARGES

14.1 Our Charges shall be as set out in the Order or, if they are not set out in the Order, they will be calculated in accordance with our scale of charges in force from time to time.

14.2 The amounts payable by you under our Agreement are exclusive of VAT, which shall be payable by you at the rate and in the manner prescribed by law.

14.3 We may increase the Charges automatically and without notice with effect from 1 January each year provided that the increase does not exceed 5% of the Charges in effect immediately prior to the increase.

15. PAYMENT

15.1 Unless otherwise agreed with you and outlined in the order form:

• 15.1.1 You will make monthly or annual payments in advance (as more particularly set out in the Order) for Charges relating to:
  • 15.1.1.1 access to the Wholepal platform and the provision of the Services, commencing on the Effective Date specified in the Order or as we otherwise may agree with you in writing;
  • 15.1.1.2 additional Authorised User accounts and Products requested by you part way through a month or year, at the point of purchase on a pro-rated basis for the remainder of the relevant month or year. At the end of the relevant month or year, those Charges will then be rolled into the monthly or annual Charges paid in accordance with clause 15.1.1.1; and
• 15.1.2 you will pay the Charges:
  • 15.1.2.1 by direct debit on the due date; or
  • 15.1.2.2 when invoiced by us, within 30 days of the date of the invoice; unless otherwise agreed on the order form
  • 15.1.2.3 to the bank account nominated by us; and
  • 15.1.2.4 in full and in clear funds, without deduction or set-off.

15.2 If you do not pay any Charges on the due date, without limiting our other rights, we may:

• 15.2.1 charge you interest on the unpaid amount at 4 per cent a year above Bank of England base rate from time to time in force (or if Bank of England base rate drops below zero, then at 8 per cent a year). That interest will compound on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
• 15.2.2 restrict or suspend access to the Wholepal platform and/or the Services under clause 22.

15.3 You will pay us any reasonable costs that we incur when recovering any amount you owe us.

15.4 If you do not agree with a payment made or an invoice sent you will give us written notice within 30 days after the date of the payment or date of the invoice.

15.5 We will both settle a payment dispute in accordance with clause 25 and you will pay the amount we both finally agree on within 7 days of both of us agreeing it. You will always pay the undisputed amount of Charges on the due date for payment.

15.6 We may still charge you interest in accordance with clause 15.2 for any amount that we both agree is payable under clause 15.5.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 All Intellectual Property Rights in and to the Wholepal platform (including in Documentation, Code and all Wholepal Materials) and the Services belong to and shall remain vested in us or our licensors (the Wholepal IPR). To the extent that you, any of your Affiliates or any person acting on your or their behalf acquires any Intellectual Property Rights in the Documentation, Code and all Wholepal Materials or any other part of the Wholepal platform or the Services, you shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us or such third party as we may elect. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause 16.1.

16.2 We have no obligation to deliver any copies of any software to you in connection with our Agreement.

16.3 You and Authorised Users may be able to store or transmit Customer Data using the Wholepal platform which may interact with Customer Systems. You hereby grant a royalty-free, non-transferable, non-exclusive licence for us (and each of our direct and indirect sub-contractors) to use, copy and otherwise utilise the Customer Data and Customer Systems to the extent necessary to perform or provide the Wholepal platform and the Services or to exercise or perform our rights, remedies and obligations under our Agreement.

16.4 Otherwise to the extent specifically agreed by us or allowed by Applicable Law, you may not (nor permit others) to at any time:

• 16.4.1 use the Wholepal IPR for any purpose other than that permitted by our Agreement;
• 16.4.2 access all or any part of the Wholepal IPR in order to build a product or service which competes with all or any part of the Wholepal IPR; or
• 16.4.3 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make all or any part of the Company Name IPR available for the benefit of third parties.

16.5 Your Materials means the materials you provide or make available to us (or which may be provided or made available on your behalf) in connection with our Services or otherwise the use of the Wholepal platform. This is usually limited to name, login details, and business contact details as well as optional information which you may provide within the Wholepal platform. You grant to us and our Affiliates a worldwide, royalty-free, transferable, non-exclusive right and licence, to:

• 16.5.1 use, copy, host, store, display, modify, adapt and reproduce Your Materials and develop derivative works for the purposes of providing the Wholepal platform and the Services or otherwise to exercise our rights, remedies and obligations under our Agreement; and
• 16.5.2 where necessary, sub-licence (or otherwise make available) Your Materials to any subcontractors used by us, but only as required for the provision of the Wholepal platform and/or Services.

16.6 You will:

• 16.6.1 obtain and maintain all necessary licences and consents required for us and you to use Your Materials; and
• 16.6.2 be solely responsible for the population, accuracy, completeness, creation and updating of all Your Materials and Customer Data in the use of the Wholepal platform.

16.7 You warrant, undertake and represent to us that:

• 16.7.1 all licences and consents have been and shall be obtained and maintained in respect of Your Materials and Customer Data while we have a need to use them for the purposes of our Agreement; and
• 16.7.2 Your Materials, Customer Data and any other material provided by you to us, shall not infringe the rights of any third party (including any Intellectual Property Rights).
• 16.7.3 You warrant that you have all necessary rights, licences, permissions and authority to provide any Customer Product Data or related commercial information to Wholepal Platform and to permit its use in accordance with this Agreement.

16.8 We may use any feedback and suggestions for improvement relating to the Wholepal platform and/or the Services and/or provided by you without charge or limitation, including anonymised usage data (Feedback). You hereby assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us at the time the Feedback is first provided to us.

16.9 Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and the Wholepal platform (including in the Documentation, Code and all Wholepal Materials) and no Intellectual Property Rights of either party are transferred or licensed as a result of our Agreement.

16.10 Use of Customer Product Data for Platform Improvement and Artificial Intelligence

• 16.10.1 You acknowledge that certain functionality of the Wholepal platform uses machine learning and artificial intelligence technologies to assist with the extraction, processing, structuring, formatting and validation of Customer Product Data.
• 16.10.2 You agree that Customer Product Data uploaded to or processed within the Wholepal platform may be used by us to:
  • 16.10.2.1 operate and provide the Wholepal platform and the Services;
  • 16.10.2.2 train, test, validate and improve artificial intelligence and machine learning systems used within the Wholepal platform;
  • 16.10.2.3 develop new platform functionality, features and automation capabilities;
  • 16.10.2.4 improve the accuracy, performance and usability of the Wholepal platform.
• 16.10.3 We shall not disclose commercially sensitive Customer Product Data belonging to one customer to any other customer. This prohibition applies regardless of the form of disclosure, including through AI-generated outputs, platform features, search results, recommendations, or any other functionality, and regardless of whether the disclosure is intentional or accidental. The only exception is where the sharing is explicitly and deliberately initiated by the disclosing customer through the platform's own sharing functionality. We shall not use Customer Product Data to generate or provide competitive intelligence, pricing insights, or commercial analysis to any other customer in identifiable form. Where Customer Product Data is used for platform improvement or AI training purposes, anonymisation or aggregation shall be applied by default.
• 16.10.4 We shall implement and maintain technical and organisational measures specifically designed to prevent the unauthorised cross-customer exposure of Customer Product Data. These measures shall include: (i) logical separation of customer data environments; (ii) access controls preventing cross-customer data queries; (iii) anonymisation or aggregation applied by default when Customer Product Data is used for platform improvement or AI training; (iv) regular testing of AI model outputs to verify they do not reproduce or surface identifiable commercially sensitive information from any individual customer's data; and (v) periodic reviews of our technical controls, data access architecture, and AI model outputs to assess and mitigate the risk of cross-customer data exposure, the results of which shall be available to you upon written request subject to appropriate confidentiality obligations.
• 16.10.5 In the event that we become aware of any unauthorised or accidental exposure of commercially sensitive Customer Product Data to another customer, whether caused by a technical fault, misconfiguration, AI model output, or any other means, we shall: (i) notify the affected customer without undue delay and in any event within 72 hours of becoming aware; (ii) take immediate steps to contain and remediate the exposure; (iii) investigate the root cause and implement measures to prevent recurrence; and (iv) provide the affected customer with a written account of the incident, the data involved, and the remediation steps taken. For the avoidance of doubt, such an incident shall be treated as a material breach of our Agreement regardless of whether it constitutes a Personal Data Breach under applicable Data Protection Laws.
• 16.10.6 In the event of any unauthorised or accidental exposure of commercially sensitive Customer Product Data, the Customer shall take all reasonable steps to mitigate any losses arising from such exposure. Our liability for any such incident shall in all circumstances be limited to direct and demonstrable losses only. We shall have no liability for any indirect, consequential, or speculative losses arising from such an incident, including without limitation loss of competitive advantage, loss of contracts, loss of profit, loss of goodwill, or any losses arising from the actions of third parties who may have received the exposed data.

16.11 We retain all rights, title and interest in and to any improvements, enhancements, derivative works or modifications to Wholepal Platform that result from analysis of platform usage, aggregated or anonymised Customer Data, Feedback or operational insights derived from the provision of the Wholepal Platform and the Services, including but not limited to improvements to artificial intelligence models, automation systems, algorithms, workflows and platform functionality.

17. INTELLECTUAL PROPERTY RIGHTS PROTECTION FROM US

17.1 Subject to clauses 17.2, 17.3 and 17.4, we will defend you from any damages awarded against you by a court of competent jurisdiction or agreed upon in settlement by us as a result of or in connection with any Infringement Claim.

17.2 Clause 17.1 is contingent on you:

• 17.2.1 providing us with prompt written notice of the Infringement Claim;
• 17.2.2 permitting us to fully control the defence and settlement of the Infringement Claim;
• 17.2.3 refraining from entering into any settlement or compromise of any such Infringement Claim without our written agreement;
• 17.2.4 providing us with reasonable information and assistance for the defence or settlement of the Infringement Claim; and
• 17.2.5 using all commercially reasonable endeavours to mitigate any loss, damage or costs related to the Infringement Claim.

17.3 In the event that a court holds, or if we believe a court may hold, that the Wholepal platform (or any part of it) infringes any third party Intellectual Property Right, we may, at our option:

• 17.3.1 modify the infringing parts of the Wholepal platform so that they cease to be infringing without loss of substantial functionality;
• 17.3.2 replace infringing parts of the Wholepal platform with non-infringing parts;
• 17.3.3 procure for you the right to continue using the infringing parts of the Wholepal platform; or
• 17.3.4 if in our opinion none of the possibilities set out above are commercially feasible: (a) terminate your rights to use the Wholepal platform (or the relevant infringing parts); and (b) reimburse to you any: (i) proportion of Charges paid during the 3 months period preceding the date of the Infringement Claim for the use of the infringing parts of the Wholepal platform; and (ii) Charges paid in advance in respect of the period following termination on a pro-rated basis.

17.4 Clause 17.1 shall not apply where the Infringement Claim results from:

• 17.4.1 use of the Wholepal platform otherwise than in accordance with our Agreement;
• 17.4.2 modifications to the Wholepal platform, Code or the Wholepal Materials other than by us;
• 17.4.3 Your Materials; or
• 17.4.4 any breach of our Agreement by you.

17.5 This clause 17 is your exclusive remedy and our entire liability in respect of any Infringement Claim.

18. CUSTOMER SYSTEMS AND CUSTOMER DATA

18.1 Customer Data shall at all times remain the property of you or your licensors.

18.2 Except to the extent we have direct obligations under data protection laws, you acknowledge that we have no control over any Customer Data hosted as part of the provision of the Wholepal platform and may not actively monitor or have access to the content of the Customer Data. You will ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Wholepal platform) complies with all Applicable Laws and Intellectual Property Rights.

18.3 If we become aware of any allegation that any Customer Data may not comply with acceptable use provisions or any other part of our Agreement we shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data which is suspected of being in breach of any of the foregoing from the Wholepal platform and/or disclose Customer Data to law enforcement authorities (in each case without the need to consult you). Where reasonably practicable and lawful we shall notify you before taking such action.

18.4 Except as otherwise expressly agreed in our Agreement, we shall not be obliged to provide you with any assistance extracting, transferring or recovering any data whether during or after the Term. You acknowledge and agree that you are responsible for maintaining safe backups and copies of any Customer Data, including as necessary to ensure the continuation of your business. You shall, without limitation, ensure that you back up (or procure the back up of) all Customer Data regularly (in accordance with your Authorised User's needs) and extracts it from the Wholepal platform prior to the termination or expiry of our Agreement or the cessation or suspension of the Wholepal platform.

18.5 We routinely undertake regular backups of the Wholepal platform (which may include Customer Data) for our own business continuity purposes. You acknowledge that such steps do not in any way make us responsible for ensuring the Customer Data does not become inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, we shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data.

18.6 If an issue should occur, we will use reasonable endeavours to restore Customer Data from backups where available.

18.7 Unless otherwise set out in the Order, or subsequently agreed by the parties in writing, you hereby instruct that we shall within 12 months of the end of the provision of the Wholepal platform, securely dispose of such Customer Data processed in relation to the Wholepal platform which have ended (and all existing copies of it) except to the extent that any Applicable Laws require us to store such Customer Data. We shall have no liability (howsoever arising, including in negligence) for any deletion or destruction of any such Customer Data undertaken in accordance with our Agreement.

18.8 You acknowledge and agree that Wholepal does not verify or validate the accuracy, completeness, legality, or suitability of any Customer Data or other content submitted by suppliers, yourselves, authorised users, or third parties. You are solely responsible for any use, reliance or decisions made based on such data. We disclaim all liability in respect of any errors, omissions, or inaccuracies in such data.

18.9 You acknowledge that Customer Product Data and related commercial information shared through Wholepal Platform may originate from Supplier or Manufacturer Customers, Trading Partners or Authorised Users. Each party remains solely responsible for the accuracy, completeness, legality and commercial validity of any data it provides or makes available through Wholepal Platform.

18.10 You acknowledge that Customer Product Data relating to a Supplier or Manufacturer Customer may also be provided to the Wholepal Platform by a Trading Partner where such Trading Partner already holds such information as part of an existing commercial relationship with that Supplier or Manufacturer Customer. Such data may be processed by us for the purposes of facilitating product onboarding, product listings, catalogue management, compliance processes and other functionality provided by the Wholepal Platform.

18.11 We implement industry standard technical and organisational security measures to protect Customer Data and Customer Product Data. These measures include logical isolation of customer data through application-level authorisation and database-level access controls, secure authentication systems, encryption of data both in transit and at rest, and hosting within secure Microsoft Azure cloud infrastructure. Access to production environments is restricted using least privilege access principles and subject to audit and monitoring procedures.

19. DATA PROTECTION

19.1 The terms Authorised Sub-Processors, Data Subject, Personal Data, Controller, Processor, Process, and Personal Data Breach shall each have the meaning given to them in the Data Protection Laws.

19.2 You agree to comply and will make sure your Authorised Users comply at all times with Data Protection Laws in connection with your use of the Wholepal platform and the use of any information you obtain in the Wholepal platform.

19.3 You warrant that you have provided each Authorised User with access to our Privacy Policy prior to their use of the Wholepal platform.

19.4 You agree to indemnify and keep us indemnified in respect of all Losses suffered or incurred by, awarded against or agreed to be paid by, us arising from or in connection with any failure by you to comply with Data Protection Laws and/or this clause 19.

19.5 Where we are a data controller of any Personal Data provided by you pursuant to your (and each Authorised User's) access to and use of the Wholepal platform, our Privacy Policy applies to our processing of that Personal Data.

19.6 To the extent we Process any Personal Data on your behalf as a Processor, the following shall apply:

• 19.6.1 we will process Personal Data only on your documented instructions set out in our Agreement or which are otherwise given to us in writing;
• 19.6.2 we will ensure our personnel are subject to a contractual duty of confidentiality;
• 19.6.3 we will implement appropriate technical and organisational measures to safeguard Personal Data in a way which is appropriate to the risk posed by our Processing activities;
• 19.6.4 we will only use Authorised Sub-Processors to Process Personal Data, which you hereby consent to the use of. We shall give you a reasonable opportunity to reject any new sub-processors added throughout the Term. We remain liable for the acts and omissions of our Authorised Sub-Processors;
• 19.6.5 we will notify you of any Personal Data breach without undue delay;
• 19.6.6 we will assist you, at your cost, in complying with your obligations under Articles 32–36 UK GDPR and in responding to any data subject requests;
• 19.6.7 we will provide you with reasonable information to demonstrate compliance with this clause 19 and otherwise allow a reasonable right of audit with respect to demonstrating compliance with this clause 19;
• 19.6.8 we will delete or return Personal Data (at your election) upon termination of this Agreement; and
• 19.6.9 the type and categories of Personal Data are: you and your employees' login credentials, name, address and contact details, business information such as name, address, email address, business title, business phone number. The subject matter, nature and purpose of the processing is storing, hosting and otherwise processing personal data to provide the Wholepal platform and Services for the Term. The Authorised Sub-Processors can be found on our website.

20. KEEPING THINGS CONFIDENTIAL

20.1 We will both keep all Confidential Information confidential and neither of us will disclose it, unless one of us needs to do that:

• 20.1.1 to meet its responsibilities or to receive any benefit under our Agreement, and then only to its Affiliates, its Representatives and Representatives of its Affiliates and, for us only, our subcontractors and suppliers, who need to know about the Confidential Information; or
• 20.1.2 because Applicable Law, a government or regulatory authority, or court of competent jurisdiction says it has to and the party disclosing it will give the other as much notice as reasonably possible before any disclosure.

20.2 The party receiving the Confidential Information in accordance with clause 20.1 will ensure that the people it discloses the information to in accordance with clause 20.1 comply with this clause 20.

20.3 Nothing in our Agreement will prevent us from using any techniques, ideas and other know-how gained during the performance of our Agreement to the extent that such use does not result in a disclosure of your Confidential Information in breach of this clause 20.

20.4 This clause 20 will continue without limitation of time.

21. ANTI-BRIBERY

21.1 The expressions adequate procedures and associated with shall have the meanings set out in the Bribery Act 2010 and legislation or guidance published under it.

21.2 Each of us will comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

• 21.2.1 all of that party's personnel;
• 21.2.2 all others associated with that party; and
• 21.2.3 all of that party's sub-contractors; involved in performing our Agreement also comply.

21.3 Without limiting clause 21.2, neither of us shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

21.4 Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 21.

22. RESTRICTING OR SUSPENDING A SERVICE

22.1 We may restrict or suspend any Service and/or your access to the Wholepal platform if:

• 22.1.1 you do not pay us any sums under our Agreement on time and in the way described in clause 15;
• 22.1.2 we suspect that there has been any misuse of the Wholepal platform or breach of our Agreement;
• 22.1.3 if we need to do Maintenance;
• 22.1.4 if we need to or reasonably believe we need to in order to protect the integrity or security of our Network, the Wholepal platform or any of the Services; or
• 22.1.5 required by law, by court or governmental or regulatory order.

22.2 If we decide to restrict or suspend any Service and/or your access to the Wholepal platform for the reasons in clause 22.1.1, 22.1.3 or 22.1.4, we will let you know as soon as we reasonably can.

22.3 Where the reason for the suspension is suspected misuse of the Wholepal platform or breach of our Agreement, without prejudice to our rights under clause 23, we will take steps to investigate the issue and may restore or continue to suspend access at our discretion.

23. TERMINATING OUR AGREEMENT WHEN SOMETHING GOES WRONG

23.1 Either of us may terminate our Agreement in whole or in part immediately by giving the other party written notice if:

• 23.1.1 the other party materially breaches our Agreement and such breach cannot be remedied;
• 23.1.2 the other party materially breaches our Agreement and such breach can be remedied but the other party has not remedied the breach within 30 days after receiving the written notice; or
• 23.1.3 the other party suffers an Insolvency Event.

23.2 We may terminate our Agreement in whole or in part immediately by giving you written notice to terminate if you do not pay what you owe us under our Agreement on the due date for payment.

24. WHAT HAPPENS WHEN OUR AGREEMENT IS TERMINATED

24.1 On termination of our Agreement for any reason:

• 24.1.1 your right (and each Authorised User's right) to access to the Wholepal platform (including the Wholepal Materials) will cease immediately;
• 24.1.2 it will not affect any rights that either of us have up to that point;
• 24.1.3 you shall immediately pay us all our outstanding invoices;
• 24.1.4 we will invoice you for all access to the Wholepal platform and Services performed but not yet invoiced and payment for such invoices shall be due immediately on receipt by you;
• 24.1.5 each of us will return or destroy any of the other's Confidential Information within a reasonable time (except for any Confidential Information which is necessary for a party to keep in order to comply with Applicable Law);
• 24.1.6 you will destroy and delete or, if requested by us, return any copies of the Documentation in your possession or control (or in the possession or control of any person acting on behalf of any of them); and
• 24.1.7 any part of our Agreement which expressly or by implication is intended to survive termination or expiry will do so.

25. DISPUTE RESOLUTION

25.1 We will both do what we reasonably can to settle any dispute or claim that occurs under or in relation to our Agreement, and to avoid having to involve the courts or any other authority.

25.2 We will both use the following dispute resolution process:

• 25.2.1 whichever of us is affected will provide written notice of the complaint that clearly sets out the full facts and includes relevant supporting documents;
• 25.2.2 we will both use reasonable endeavours to settle the dispute within 14 days of getting the complaint and will make sure to give regular updates to the other during the 14 days; and
• 25.2.3 if the dispute is not settled after 14 days (or any other period agreed by both of us in writing), the dispute can be escalated to a senior executive of either of us (someone at director level or above).

25.3 Nothing in clauses 25.1 or 25.2 stops either of us:

• 25.3.1 seeking interlocutory or other immediate relief if one of us is at risk of imminent harm;
• 25.3.2 going to a court of competent jurisdiction if either of us considers it reasonable; or
• 25.3.3 doing anything else our Agreement lets us do.

26. HOW FAR WE EACH ARE RESPONSIBLE

26.1 Nothing in our Agreement excludes or limits the liability of either of us for:

• 26.1.1 death or personal injury caused by either of us being negligent;
• 26.1.2 fraud or fraudulent misrepresentation; or
• 26.1.3 any other liability that cannot be excluded or limited by Applicable Law.

26.2 Subject to clause 26.1, we will not be liable under or in connection with our Agreement and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, for any of the following losses, no matter if those losses are direct or indirect: loss of profit, revenue or anticipated savings; loss of business or contracts; loss of goodwill; loss from wasted expenditure, wasted time or business interruption; loss, destruction or corruption of data; any liability to third parties unless a clause in our Agreement says something different; or any special, indirect or consequential loss or damage.

26.3 Subject to clauses 26.1 and 26.2, our total liability to you under or in connection with our Agreement, and whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or in any other way, will be limited to:

• 26.3.1 where the first incident occurs in the first 12 months of our Agreement, the Charges that were paid by you for the first 12 months from the Effective Date; and
• 26.3.2 our total liability in aggregate shall not exceed the total Charges paid by you in the 12 months immediately preceding the event giving rise to the claim.

26.4 To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

26.5 No claim under our Agreement may be brought against us more than 12 months from the date the cause of action arose.

26.6 We exclude from our Agreement, as far as the law allows, any warranties, conditions or other terms that might be implied by statute or common law.

26.7 This clause 26 shall survive the termination or expiry of our Agreement.

27. THINGS OUTSIDE OUR CONTROL

27.1 If we are affected by a Force Majeure Event we will:

• 27.1.1 not be liable for failing to do something we should have done, or for not doing it completely or on time to the extent this is caused by the Force Majeure Event; and
• 27.1.2 have a reasonable amount of extra time to perform the obligation that is affected by the Force Majeure Event.

28. NOTICES

28.1 If one of us needs to give the other notice, they will do it in writing, in English and:

• 28.1.1 send it by email, in the case of notices from us to you only;
• 28.1.2 deliver it by hand; or
• 28.1.3 send it by first class post, recorded delivery or courier.

28.2 Notices need to be sent to:

• 28.2.1 us, at the postal address shown on our invoice or any other address that we tell you to send notices to; or
• 28.2.2 you, at the address that you ask us to send invoices to, your primary email address or your registered office address as of the date of the notice or any other address or email address you tell us to use by giving notice to us.

28.3 The recipient of the notice is deemed to have received the notice on the date (or if the date is not a Business Day, then on the next Business Day):

• 28.3.1 of transmission, if it is an email;
• 28.3.2 the notice is left at the address or someone signs for it on behalf of the addressee, if it is delivered by hand or sent by courier; or
• 28.3.3 two days after posting, if it is sent by first-class post or recorded delivery.

29. OTHER GENERAL TERMS

29.1 We may:

• 29.1.1 assign the benefit of our Agreement to another entity or person by notifying you in writing;
• 29.1.2 novate our Agreement to one of our Affiliates by notifying you in writing. If we do, all our rights, responsibilities and liabilities will transfer to that Affiliate and you will need to deal with that Affiliate instead of us as we will no longer be a party to our Agreement; and
• 29.1.3 subcontract our responsibilities under our Agreement to another person or entity, but if we do, we will still be responsible to you.

29.2 The Agreement is personal to you. To the fullest extent permitted by Applicable Law, if you want to assign, subcontract or transfer your rights and obligations under our Agreement (as applicable), you need to get our written permission beforehand.

29.3 These Terms, the Order, any Special Terms and any other documents referenced in any of those documents set out the terms agreed between both of us and replace any previous communication between us. By agreeing to our Agreement, each of us acknowledges they have not relied on any representation, warranty, collateral contract or other assurance (made negligently or innocently) except for the ones in our Agreement.

29.4 Except as set out otherwise in our Agreement, a person who is not a party to our Agreement will not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

29.5 Except where our Agreement provides otherwise, our Agreement does not create any partnership, exclusive arrangement or joint venture between us, or authorise either of us to enter any commitments for, or on the behalf of, the other.

29.6 If either of us does not do, or delays doing, something that our Agreement allows, they will not have waived their right to do it.

29.7 You agree we may refer to you as our customer in our internal and external communications and use your logos and identifying marks for such purpose.

29.8 If any court of competent jurisdiction finds that any part of our Agreement is illegal, invalid or unenforceable, that part will be considered removed, but no other part of our Agreement will be affected. If any illegal, invalid or unenforceable part of our Agreement would be legal, valid or enforceable if part of it were removed, we both will negotiate in good faith to change our Agreement so it reflects what we both originally intended as much as possible.

29.9 The laws of England and Wales will apply to our Agreement and any disputes or claims in connection with it or our relationship, including non-contractual ones.

29.10 We both agree the courts of England and Wales will have exclusive jurisdiction over any disputes or claims connected to our Agreement or our relationship.

DEFINED TERMS

This document contains definitions which are written with a capital letter. These definitions have the following meanings:

Affiliate means any entity that directly or indirectly Controls or is Controlled by, or is under common Control with another entity.

Agreement means the agreement between you and us for the supply and provision of access to the Wholepal platform and the supply of Services incorporating these Terms, the Order, any Special Terms and any other documents referenced in these Terms or the Order.

Applicable Law means any laws and regulations, as may be amended from time to time, that apply to the provision or receipt of a Service and/or the Wholepal platform.

Authorised Users means your named employee users authorised by you to use the Wholepal platform in accordance with the terms of our Agreement.

Beta Service means services, functionality or software which we make available to you for evaluation or testing purposes.

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England.

Charges means the fees and charges that you pay us for access and use of the Wholepal platform and supply of the Services.

Code means the source code for the Wholepal platform (or any relevant part of it).

Confidential Information means any information that is confidential in nature concerning one of us or our Affiliates including, details of either of our businesses, affairs, customers, suppliers, plans, Intellectual Property Rights or strategies, no matter how it is recorded, stored or disclosed, but it does not include:

• (a) information that is available to the public, or becomes available, unless it is because one of us breaches its obligations of confidentiality;
• (b) information that was already available to the one of us receiving the information on a non-confidential basis; or
• (c) information we both agree in writing is not Confidential Information.

Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls and Controlled shall be interpreted accordingly.

Customer Contact has the meaning given in clause 6.1.3.

Customer Data means all data (in any form) that is provided to us or uploaded or hosted on any part of the Wholepal platform by you or by any Authorised User (but excluding Feedback as defined in clause 16.8).

Customer System means all software and systems used by or on behalf of the Customer, any of its or their direct or indirect sub-contractors, or any Authorised User in connection with the provision or receipt of the Wholepal platform or any of the Services or that link, inter-operate or interface with or utilise with the foregoing (in each case whether directly or indirectly).

Data Protection Laws means any privacy and data protection laws which apply to either party or the services provided by the Supplier to the Customer, including without limitation:

• (a) the Data Protection Act 2018;
• (b) the UK GDPR;
• (c) the Privacy and Electronic Communications Regulations 2003;
• (d) any laws which implement any such laws; and
• (e) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

Documentation means the description of the Wholepal platform (as applicable) and the relevant instructions as to how to use the Wholepal platform made available by us to you (as updated by us from time to time).

Effective Date means the date we accept your Order as determined in accordance with clause 2.3 and documented in the Order.

Feedback has the meaning given to that term in clause 16.8.

Force Majeure Event means an event or sequence of events beyond our reasonable control.

Free Trial Service means any Service, which at our discretion may be made available on a trial basis or provided without charge (for the duration of the period during which it is provided on such basis) as set out in the Order.

Incident means an unplanned interruption to, or a reduction in the quality of, the performance of the Wholepal platform except where any of the following events have occurred:

• (a) incorrect operation or use of the Wholepal platform by you or any Authorised User including any failure to follow the Documentation, failure to meet minimum Device specifications or failure to use the Wholepal platform on a supported operating system;
• (b) use of any part of the Wholepal platform other than for the purposes for which it is intended;
• (c) any act by any third party;
• (d) any modification of the Wholepal platform (other than that undertaken by us or at our direction);
• (e) any breach of our Agreement by you; or
• (f) any planned maintenance by us.

Infringement Claim means any action brought against you by a third party (but not your Affiliates) alleging that the proper and authorised possession and use of the Wholepal platform by you in accordance with the terms of our Agreement is a direct infringement of Intellectual Property Rights (except patent rights) of a third party in the United Kingdom.

Initial Term means, unless we agree something different in the Order, a period of 12 months.

Insolvency Event means if a party:

• (a) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
• (b) is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986;
• (c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
• (d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
• (e) has a resolution passed for its winding up;
• (f) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
• (g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced; or
• (h) has a freezing order made against it.

Intellectual Property Rights means any trade mark, service mark, trade and business name, patent, copyright (including software), database right, design right, registered design, right in Confidential Information, internet domain name, moral right and know-how, or any similar right in any part of the world and any applications for registering any of these rights that can be registered in any part of the world are also included.

Losses means any debt, claim, obligation, costs (including legal costs, deductibles or increased premiums), expense, loss, damage, compensation, charge, remedy or liability of any kind, prospective or contingent and whether or not currently ascertainable.

Maintenance means any work on our Network or the Wholepal platform, including to maintain, repair or improve the performance of our Network or the Wholepal platform.

Materials means all data, information, content, Intellectual Property Rights, software and other materials.

Network means any part of a communications network used by us to provide any part of the Wholepal platform.

Notice Period means, unless we agree something different in the Order, a period of 3 months.

Order means the electronic or physical document ordering the Wholepal platform entered by you and us, incorporating our Agreement.

Permitted Purpose means use of the Wholepal platform by you for your internal business operations in accordance with the Documentation and our Agreement. Permitted Purpose expressly excludes any of the following to the maximum extent permitted by law:

• (a) copying, reproducing, publishing, distributing, redistributing, broadcasting, transmitting, modifying, adapting, editing, abstracting, storing, archiving, displaying publicly or to third parties, selling, licensing, leasing, renting, assigning, transferring, disclosing (in each case whether or not for charge) or in any way commercially exploiting any part of the Wholepal platform;
• (b) permitting any use of the Wholepal platform in any manner by any third party without our written consent beforehand;
• (c) combining, merging or otherwise permitting the Wholepal platform (or any part of it) to become incorporated in any other program or service, or arranging or creating derivative works based on it (in whole or in part); or
• (d) attempting to reverse engineer, observe, study or test the functioning of or decompile the Wholepal platform (or any part), except as expressly permitted under our Agreement.

Personal Data has the meaning given to that term in the Data Protection Laws.

Privacy Policy means our privacy policy (as updated by us from time to time), which as at Effective Date is the latest version available here.

Products means the products which you can upload and use in the Wholepal platform. Products will be identifiable by unique SKU by barcode number.

Purchased Authorised User Accounts means the number of Authorised Users who may use the Wholepal platform as set out in the Order.

Purchased Product Usage means the number of Products which you may use in the Wholepal platform as set out in the Order.

Relief Event means:

• (a) any breach of our Agreement by you; or
• (b) any Force Majeure.

Renewal Term means, unless we agree something different in the Order, a period of 12 months.

Representatives means employees, officers, representatives or advisers.

Services means any services that we provide to you which are incidental to the provision of the Wholepal platform.

Special Terms means any variations to these Terms and/or additional and/or specific terms agreed between us in the Order.

Support Services means the support services provided by us to you as described in the Order.

Term means the Initial Term and each Renewal Term.

Terms means our terms and conditions of supply set out in this document.

UK GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time).

Update has the meaning given in clause 12.2.

Update Notification has the meaning given in clause 12.1.

VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the provision of access to the Wholepal platform and/or the supply of the Services.

We, us and our means Wholepal Limited of The Old House, Main Street, Maids Moreton, Buckingham, MK18 1QU, registered in England and Wales with company number 13831173, except where it is clear from the context that references to "we" or "our" means both of us.

Wholepal IPR has the meaning given to that term in clause 16.1.

Wholepal Materials means all of the Materials provided or made available by us or on our behalf.

The Wholepal platform means our cloud-based software platform for wholesalers and suppliers that digitises and automates complex processes and forms for onboarding with artificial intelligence assisted data upload and product data storage.

you and your means the person identified as the customer in the Order.

Your Materials has the meaning given to it in clause 16.5.

Contact Us

Wholepal is committed to creating and delivering the best privacy experience possible. We don’t collect data unless necessary for us to run our business and be able to communicate with you.If you have any questions about this Privacy Policy, please contact us at info@wholepal.com