Supplier Terms of Service

This Supplier Terms of Service constitutes a legally binding agreement between Cerve Global Ltd. (a company incorporated under the laws of England and Wales, with principal place of business at 6th Floor One London Wall, London, United Kingdom, EC2Y 5EB) and business entities that upload data to or access the Company's Platform.

The Platform: A proprietary data platform for supply chain and commerce sectors, including:

• Supplier Hub: Supplier-facing interface

• Data processing infrastructure

• Outbound API for data distribution

• Integration methods and applications

Effective Date: The earliest of:

• Completion of online registration or clicking "accept"

• First provision of Supplier Data to Company

• First access to or use of any Platform component

1. Platform Access and Use

1.1 Access Rights

Company grants Supplier a limited, non-exclusive, non-transferable, non-sublicensable right to:

• Access and use the Supplier Hub and supplier-facing Platform components

• Access Platform Content (including processed Supplier Data, Specification Data, Company-generated data, and third-party data)

Permitted Purposes:

• Submitting, managing, and updating Supplier Data

• Managing access permissions to Developers for Supplier Data

• Utilizing Platform Content and functionality

1.2 Credentials and Responsibility

Supplier is fully responsible for:

• Maintaining confidentiality and security of all Credentials used by Authorized Users

• All activities occurring under its Credentials

• Ensuring Authorized Users' compliance with Agreement terms

• Promptly notifying Company of suspected unauthorized use or security breaches

1.3 Usage Restrictions

Prohibited Activities:

• Commercial exploitation of Platform or Platform Content (except as permitted)

• Interfering with, disrupting, or compromising Platform security

• Reverse engineering, decompiling, or creating derivative works

• Removing proprietary notices

• Transmitting unlawful, harmful, or objectionable material

1.4 AI Features

Any AI-based features are subject to separate Company AI Terms and Conditions incorporated by reference.

1.5 Support and Updates

Company may provide technical support and updates at its sole discretion. Company may modify, suspend, or discontinue any Platform component at any time without liability.

1.6 Suspension

Company may immediately suspend Platform access without notice if reasonably suspecting:

• Agreement breach

• Security risk

• Illegal activity

• Potential harm to Platform, Company, or third parties

2. Supplier Data

2.1 Data Categories

Supplier Data includes:

• Commercial Data: Prices, inventory, transactional data

• Specification Data: Product descriptions, technical info, ingredients, allergens, specifications, images, logistics

• Other Data: Any additional content or materials provided via Platform

Important: Supplier is solely responsible for accurately designating Commercial Data using Company's tagging tools.

2.2 Submission Requirements

Supplier is solely responsible for:

• Accuracy, completeness, and legality of all Supplier Data

• Submitting data in Company-specified format

• Promptly updating or removing outdated/infringing data

Company Rights:

• May reject or remove Supplier Data violating Agreement or Company standards

• No obligation to host or process any Supplier Data

2.3 License Grant

Supplier grants Company a worldwide, royalty-free, perpetual, irrevocable, non-exclusive and sublicensable license to:

a) Platform Operations:

• Access, host, store, process, enrich, display, and create derivative works from Supplier Data

• Operate, maintain, and improve Platform and related services

b) Developer Access:

• Grant access and sublicense Supplier Data to third-party Developers

• Enable integration into Developer Applications

• Conditional upon: Supplier's prior explicit approval for specific Developer/Application combinations

c) Specification Data Sharing:

• Allow other Platform users to access Supplier's Specification Data

• Enable data enrichment for identical or equivalent products

d) Aggregated Data Creation:

• Create aggregated, anonymized, or de-identified datasets

• Use, commercialize, and distribute Aggregated Data for any lawful business purpose

2.4 Representations and Warranties

Supplier represents and warrants:

• Owns or has obtained all necessary rights to provide Supplier Data

• Supplier Data is accurate, complete, current, and free of malicious code

• Supplier Data does not infringe third-party rights (IP, privacy, contractual)

• Will promptly update inaccurate data

2.5 Deletion and Survival

• Supplier may remove Supplier Data from Platform

• Supplier solely responsible for independent backups

• Company not liable for deletion, loss, or failure to store data

• Company may retain deleted data for backup, legal, compliance, or audit purposes

• Previously granted rights/sublicenses survive deletion and remain in full effect

3. Intellectual Property and Platform Content

3.1 Company Intellectual Property

Company retains sole and exclusive ownership of:

• The Platform (including API, Supplier Hub, software, interfaces, tools, documentation)

• All Aggregated Data and processing methodologies

• Company trademarks, service marks, trade names, logos

• All modifications, enhancements, improvements, and derivative works

3.2 Supplier Intellectual Property

Supplier retains ownership of its original Supplier Data as submitted to Platform. No ownership transfer to Company occurs.

3.3 Enriched Supplier Data

• Platform may process, normalize, standardize, and enrich Supplier Data

• May combine with Company data, other Platform user data, or third-party sources

• Supplier retains ownership of original Supplier Data only

• No ownership rights acquired in Company IP, other users' data, or third-party data

• Limited use right to Platform Content for Permitted Purposes only

3.4 Feedback

Any feedback provided to Company becomes Company's property with worldwide, royalty-free, perpetual, irrevocable license for Company to use without obligation or compensation.

4. Confidentiality

Definition of Confidential Information

NOT Confidential Information (for Supplier):

• Specification Data approved for sharing with Developers/Platform users

• Supplier Data transformed into Aggregated Data or non-identifiable outputs

Company Confidential Information:

• The Platform, Supplier Hub, all Company IP

• Non-public Platform Content and Aggregated Data

Standard Exclusions: Information that becomes public, was already known, received from third party, or independently developed.

Obligations

• Use Confidential Information solely for Agreement purposes

• Protect with at least reasonable care

• Limit disclosure to employees/contractors with need-to-know basis

Note: Company's disclosure of Supplier Data per Section 2.3 is not a confidentiality breach.

Survival: Confidentiality obligations survive for 5 years after termination (or indefinitely for trade secrets).

5. Fees and Professional Services

Professional Services

Company may offer services such as:

• Integration and data mapping

• Migration assistance

• Support and training

• Other consulting services

Governed by: Separate Purchase Orders (POs) defining scope, fees, and payment terms.

Payment Terms

• Monthly invoicing (unless otherwise specified)

• Payment due within 30 days of invoice date

• Late fees: 1.5% per month on outstanding balances

• All amounts exclusive of taxes (Supplier responsibility)

Company may suspend services for unpaid undisputed fees.

6. Disclaimer of Warranties

⚠️ IMPORTANT DISCLAIMER

ALL SERVICES PROVIDED "AS IS" AND "AS AVAILABLE"

Company expressly disclaims ALL warranties, including:

• Merchantability and fitness for particular purpose

• Title, accuracy, and non-infringement

• Error-free or uninterrupted service

• Data security, maintenance, or integrity

• Accuracy or reliability of Platform data/reports

• Third-party content responsibility

7. Limitation of Liability

NO LIABILITY FOR:

• Indirect, incidental, special, exemplary, or consequential damages

• Loss of profits, data, business interruption, or substitute service costs

MAXIMUM LIABILITY CAPPED AT:

• Greater of: $100 USD OR total Professional Services fees paid in preceding 12 months

8. Indemnification

Supplier must defend and indemnify Company against all third-party claims arising from:

• Any Supplier Data or Company's authorized use thereof

• Supplier's or Authorized Users' breach of Agreement terms

• Unauthorized Platform use or law violations

• Supplier's gross negligence or willful misconduct

9. Term and Termination

9.1 Term

Agreement continues until terminated per this section.

9.2 Termination for Convenience

Either Party may terminate with 90 days prior written notice.

9.3 Termination for Cause

Immediate termination for:

• Material breach uncured after 10 days written notice

• Bankruptcy or insolvency proceedings

9.4 Effect of Termination

• All rights and licenses immediately cease

• Company may disable Platform access

• Return or destroy Confidential Information

• License grants and survival provisions remain effective

10. Miscellaneous

Key Provisions

• Independent Contractors: No partnership or agency relationship

• Publicity Rights: Company may use Supplier's name/logo in marketing

• Assignment: Supplier cannot assign; Company may assign

• Governing Law: English and Welsh Law

• Jurisdiction: Exclusive jurisdiction in London, England courts

Agreement Changes

Company may modify Agreement with reasonable notice. Continued use constitutes acceptance.

Force Majeure

Company not liable for delays due to circumstances beyond reasonable control.

Third-Party Services

Platform may integrate with third-party services. Use subject to third-party terms; Company disclaims liability.

Last Updated: August 2025

This document constitutes the complete agreement between the parties and supersedes all prior agreements relating to the subject matter herein.