Supplier Terms of Service
Last Modified: August 2025
These Supplier Terms of Service (this “Agreement”) constitute a legally binding agreement between Cerve Global Ltd., a company incorporated under the laws of England and Wales with its principal place of business at 6th Floor One London Wall, London, United Kingdom, EC2Y 5EB (the “Company”), and the business entity (the “Supplier”, “you” or “your”) that either (a) uploads, transmits or otherwise makes available any Supplier Data to the Platform (as such terms are defined below), or (b) first accesses or uses any component of the Platform (Company and Supplier each, a “Party”, and together, the “Parties”).
If you are accepting this Agreement on behalf of Supplier, you represent and warrant that you have the full legal authority to bind Supplier to this Agreement.
The Company operates a proprietary data platform for participants in the supply chain and commerce sectors (the “Platform”). The Platform enables suppliers to contribute, manage, and control access to commercial, trading, and logistics-related data, including but not limited to product details, orders, pricing, inventory, and customer information within the Company’s network, including through various integration methods, as determined by the Company from time to time . The supplier-facing interface is referred to herein as the “Supplier Hub”.
The entire system – including the Supplier Hub, integration methods, data‑processing infrastructure, the outbound application programming interface used by Company to distribute data (the “API”), and any other supplier‑facing applications made available by Company is referred to herein collectively as the “Platform”.
This Agreement is effective as of the earliest to occur of (i) the date Supplier completes the online registration process or clicks “accept” (or similar button or checkbox) on the Platform signifying acceptance of this Agreement, (ii) the first date on which Supplier provides any Supplier Data to the Company (whether for direct upload by Supplier or for uploading by Company on Supplier’s behalf), or (iii) Supplier’s first access to or use of any component of the Platform (the “Effective Date”). By undertaking any of the foregoing actions, you confirm that you have read, understood, and agree to be bound by this Agreement, as well as Company’s Privacy Policy, which is incorporated herein by reference.
Platform Access and Use
1.1.Access Rights. Subject to Supplier’s ongoing compliance with this Agreement, Company grants Supplier a limited, non-exclusive, non-transferable, non-sublicensable right during the Term (as defined below) to permit its employees and authorized independent contractors acting on its behalf (each, an “Authorized User”) to (a) access and use the Supplier Hub and other supplier-facing components of the Platform, and (b) access and use data, reports, functionalities, and information made available to Supplier by Company through the Platform, which may include Supplier’s own Supplier Data (as processed or enriched by Company), Specification Data (as defined below) contributed by other users pursuant to Section 2.3 (c), Company‑generated data, or data obtained from third‑party sources (collectively, “Platform Content”). Such access and use may be exercised solely for Supplier’s internal business purposes of (i) submitting, managing, and updating its Supplier Data on the Platform, (ii) managing access permissions to Developers (as defined below) for its Supplier Data, and (iii) utilizing Platform Content and the functionality of the Platform, all as contemplated in this Agreement (the “Permitted Purposes”).
1.2.Credentials and Responsibility. Supplier is responsible for maintaining the confidentiality and security of all access credentials, including, without limitation usernames, passwords, and API keys, used by its Authorized Users (the “Credentials”). Supplier accepts full responsibility and liability for all activities occurring under its Credentials and must promptly notify Company in writing of any suspected unauthorized use or security breach. Supplier is fully liable for ensuring its Authorized Users’ compliance with this Agreement.
1.3.Usage Restrictions. Supplier shall ensure that neither it nor its Authorized Users access or use the Platform or any Platform Content except for the Permitted Purposes and in full compliance with all applicable laws and this Agreement. Without limiting the foregoing, Supplier shall not, and shall ensure its Authorized Users do not (a) license, sell, transfer, assign, distribute, or otherwise commercially exploit the Platform or any Platform Content except as expressly permitted herein, (b) interfere with, disrupt, attempt unauthorized access to, introduce malicious code into, or compromise the security or integrity of the Platform or related systems, (c) modify, copy, create derivative works from, reverse engineer, decompile, or disassemble any part of the Platform or any Platform Content (unless explicitly allowed under this Agreement), (d) remove or obscure any proprietary notices on or within the Platform or Platform Content, or (e) transmit or make available any unlawful, infringing, defamatory, obscene, or otherwise harmful or objectionable material via the Platform.
1.4.AI Features. To the extent that Supplier enabled any AI-based features made available by Company as part of the Platform, such use shall be subject to the Company AI Terms and Conditions , which are incorporated herein by reference and form an integral part of this Agreement.
1.5.Support and Updates. Company may, at its sole discretion, provide Supplier with technical support, updates, upgrades, or other modifications to the Platform from time to time. Company shall determine the form, timing, and scope of any such support or updates in its sole discretion and may modify, suspend, or discontinue any part of the Platform (including support services) at any time without liability.
1.6.Suspension. Company reserves the right to suspend Platform access for Supplier or any Authorized User immediately, without prior notice or liability, if Company reasonably suspects a breach of this Agreement, a security risk, illegal activity, or potential harm to the Platform, Company, or any third-party.
Supplier Data
2.1.Data Categories. Supplier may, at its discretion, upload, transmit, integrate, or otherwise make available to the Platform, data relating to its products, services or operations (“Supplier Data”). Supplier Data includes, without limitation: (a) commercial information such as prices, inventory or transactional data (“Commercial Data”), (b) descriptive product, technical, or logistical information such ingredients, allergens, specifications, images or logistics (“Specification Data”), and (c) any other data , content or materials Supplier provides to Company via the Platform. Supplier is solely responsible for accurately designating any portion of Supplier Data that constitutes Commercial Data, using the tagging tools or field mappings provided by Company.
2.2.Submission Requirements. Supplier is solely responsible for the accuracy, completeness, and legality of Supplier Data and for submitting it in the format Company specifies. The supplier shall promptly update or remove any outdated or infringing data. The company may reject or remove Supplier Data that violates this Agreement or Company’s standards and has no obligation to host or process any Supplier Data.
2.3.License Grant. Supplier hereby grants Company and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive and sublicensable license to (a) access, host, store, process, enrich, display, create derivative works from and otherwise use Supplier Data to operate, maintain, and improve the Platform and any related services, (b) grant access to and sublicense Supplier Data (in whole or in part) to third‑party developers (each, a “Developer”), for integration of such Supplier Data into specific software applications or services owned and operated by such Developers (each, a “Developer Application”), subject to the Developer’s agreement with Company, provided that any such access or sublicense to a specific Developer with respect to Supplier Data attributable to Supplier is strictly conditional upon Company first obtaining Supplier’s prior explicit approval for that Developer for the applicable Developer Application, as managed via the Supplier Portal or such other mechanism as may be designated by Company, (c) allow other users of the Platform to access and utilize Supplier’s Specification Data, for enriching their data on identical or equivalent products, and (d) create aggregated, anonymized, or otherwise de-identified datasets based on Supplier Data (“Aggregated Data”), and to use, commercialize, and distribute such Aggregated Data for any lawful business purpose.
2.4.Representations and Warranties. Supplier represents and warrants that (a) it owns or has obtained, and will continue to have throughout the Term, all necessary rights, licenses, consents, and permissions to provide the Supplier Data and to grant the rights and licenses set forth in this Agreement, including any required third-party authorizations, (b) the Supplier Data is, and will remain accurate, complete, and current in all material respects, and Supplier will use commercially reasonable efforts to promptly update or correct any Supplier Data that is no longer accurate and free of malicious code, and (c) the Supplier Data does not and will not infringe, misappropriate, or otherwise violate the rights of any third-party, including without limitation intellectual property, privacy, or contractual rights.
2.5.Deletion; Survival. The Supplier may remove its Supplier Data from the Platform and Supplier is solely responsible for retaining independent backups of its Supplier Data. The company shall not be liable for the deletion, loss, or failure to store any Supplier Data. Supplier acknowledges that Company may retain copies of any deleted Supplier Data for its backup, legal, compliance, or audit purposes in accordance with its standard data retention policies and applicable law. Notwithstanding any such deletion by Supplier, any rights or sublicenses previously granted by Company to third-parties (including Developers and other Platform users for reuse of Specification Data) in accordance with the license granted in Section 2.3 prior to such removal or deletion shall survive and remain in full force and effect according to their terms.
Intellectual Property and Use of Platform Content
3.1.Company Intellectual Property. Company (and its licensors, where applicable) is and shall remain the sole and exclusive owner of all rights, title, and interest in and to (a) the Platform, including without limitation, the API, Supplier Hub, any related software, interfaces, API tools, documentation, models, algorithms, and any other technology or materials provided or made available by Company (excluding any Supplier Data contained therein), (b) all Aggregated Data and any methodologies, processes, know-how, trade secrets, inventions, and contributions developed or utilized by Company in normalizing, standardizing, processing, or enriching any Platform Content, or in creating Aggregated Data, (c) Company’s trademarks, service marks, trade names, logos, and other brand identifiers, and (d) all modifications, enhancements, improvements, and derivative works of any of the foregoing items listed in this Section 3.1, created by or for Company (collectively, “Company Intellectual Property”).
3.2.Supplier Intellectual Property. As between the Parties, Supplier retains all right, title, and interest in and to its original Supplier Data as submitted to the Platform. Nothing in this Agreement shall be construed as transferring ownership of any Supplier Data to Company.
3.3.Enriched Supplier Data. The Supplier acknowledges that the Platform may process, normalize, standardize, and enrich Supplier Data, potentially by combining it with data or insights from Company, other Platform users (such as Specification Data from other suppliers used in accordance with Section 2.3 (c), or third-party sources, to create the Platform Content made accessible to Supplier and other Platform users. While Supplier retains ownership of its underlying original Supplier Data, it is hereby clarified that Supplier acquires no ownership rights or other proprietary interest in (a) any data, content, or materials originating from Company, other Platform users, or third-parties that may be included in or combined with Supplier Data to form Platform Content, and (b) any Company Intellectual Property used in the processing or enrichment of Supplier Data. Supplier’s right to access and use Platform Content (excluding its own original Supplier Data) is a limited use right granted hereunder solely for the Permitted Purposes, subject to all terms and restrictions in this Agreement. Supplier shall not, and shall ensure its Authorized Users do not, attempt to isolate, extract, or independently use or distribute components of Platform Content in which it does not hold underlying ownership, except as expressly permitted by this Agreement.
3.4.Feedback. If Supplier or any of its Authorized Users provide Company with any suggestions, ideas, improvements, recommendations, or other feedback regarding the Platform, Supplier Hub, or any other Company products or services (collectively, “Feedback”), Supplier hereby grants Company a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without any obligation, attribution, or compensation to Supplier. Supplier represents and warrants that it has all necessary rights to grant such a license for any Feedback provided.
3.5.No Other Licenses. Except as expressly set forth in this Agreement, no license or other rights in or to any intellectual property of either Party are granted to the other Party, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved.
Confidentiality
4.1.Definition. “Confidential Information” means any non‑public information disclosed by a Party (the “Discloser”) to the other Party (the “Recipient”) that is designated as confidential or that a reasonable person should understand is confidential given the nature of the information and the circumstances of disclosure. For clarity:
(a) the following Supplier Data shall not be deemed Confidential Information of Supplier (i) Specification Data or other Supplier Data that Supplier has expressly approved for sharing with Developers or other Platform users in accordance with Section 2.3, and (ii) any Supplier Data that has been transformed by Company into Aggregated Data or other non‑identifiable outputs.
(b) Company’s Confidential Information includes the Platform, Supplier Hub, all Company Intellectual Property (as defined in Section 3.1), and any non‑public Platform Content and Aggregated Data.
(d) Confidential Information does not include information that (i) becomes public without breach of this Agreement, (ii) was already lawfully known to Recipient, (iii) is received from a third-party free of confidentiality obligation, or (iv) is independently developed without reference to Discloser’s Confidential Information.
4.2.Obligations. Recipient shall (a) use Confidential Information solely to exercise its rights or perform its obligations under this Agreement, (b) protect Confidential Information with at least reasonable care, and (c) disclose Confidential Information only to its employees, affiliates, and contractors with a need to know and who are bound by confidentiality obligations at least as protective as these terms. The Company’s disclosure of Supplier Data in accordance with Section 2.3 (including to Developers and other Platform users) shall not constitute a breach of this Section 4.2.
4.3.Compelled Disclosure. Recipient may disclose Confidential Information when required by law or valid court order, provided that (to the extent legally permitted) it gives Discloser prompt notice to seek protective relief.
4.4.Survival. The obligations in this Section 4 survive for five (5) years after termination of the Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for as long as such information remains a trade secret.
Fees and Professional Services
5.1.Professional Services. Company may offer, or Supplier may request, services such as integration, data mapping, migration assistance, support, training, or other consulting services (“Professional Services”). Any such Professional Services, and related fees, shall apply only if agreed in a separate purchaser order, proposal or other commercial document (each, a “PO”) executed by both Parties, which shall define their scope, fees, and payment terms. All Professional Services shall be governed by the terms of this Agreement in addition to the terms of the applicable PO. In the event of a conflict between this Agreement and an applicable PO, the terms of this Agreement shall prevail unless expressly agreed otherwise in writing by the Parties.
5.2.Invoicing and Payment Terms. Unless otherwise specified in the applicable PO, all fees for Professional Services shall be invoiced monthly and payable within thirty (30) days of the invoice date. All amounts are exclusive of applicable taxes, which shall be borne by Supplier, except for taxes based on Company’s net income.
5.3.Late Payments. Any undisputed fees not paid by Supplier by the due date shall be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. Company may, without limiting its other rights and remedies, suspend the provision of Professional Services and/or Platform access if Supplier fails to pay any undisputed fees when due.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM, SUPPLIER HUB, ALL PLATFORM CONTENT, AND ANY OTHER SERVICES, MATERIALS OR INFORMATION PROVIDED BY COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON‑INFRINGEMENT.
COMPANY DOES NOT WARRANT THAT THE PLATFORM OR ANY DATA MADE AVAILABLE THROUGH THE PLATFORM WILL BE ERROR‑FREE, UNINTERRUPTED, SECURE, MEET SUPPLIER’S REQUIREMENTS, OR THAT DATA (INCLUDING SUPPLIER DATA OR ANY PLATFORM CONTENT) STORED OR TRANSMITTED VIA THE PLATFORM WILL BE SECURELY MAINTAINED OR THAT NO LOSS OR CORRUPTION OF DATA WILL OCCUR. NOR DOES COMPANY WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, REPORTS, OR RESULTS OBTAINED FROM OR THROUGH THE PLATFORM.
COMPANY FURTHER DISCLAIMS ALL RESPONSIBILITY FOR ANY THIRD‑PARTY CONTENT, DATA, OR SERVICES ACCESSED THROUGH OR USED IN CONJUNCTION WITH THE PLATFORM.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR SUPPLIER DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY’S AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO SUPPLIER AND ITS AFFILIATES FOR ALL CLAIMS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS (US$100.00) OR (II) IF APPLICABLE, THE TOTAL FEES ACTUALLY PAID BY SUPPLIER TO COMPANY FOR PROFESSIONAL SERVICES UNDER THE SPECIFIC PO GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
Indemnification
Supplier shall defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, suits, proceedings, demands, liabilities, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (a) any Supplier Data, including, without limitation, any Claim that the Supplier Data or Company’s use thereof in accordance with this Agreement infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any third party, or violates any applicable law, (b) Supplier’s or any of its Authorized Users’ breach of its representations, warranties, or obligations under this Agreement, (c) Supplier’s or any of its Authorized Users’ use of the Platform or any part thereof in violation of applicable law or in a manner not authorized by this Agreement, or (d) any gross negligence or willful misconduct by Supplier or its Authorized Users.
Term and Termination
9.1.Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 10 (the “Term”).
9.2.Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason by providing the other Party upon ninety (90) days prior written notice.
9.3.Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
9.4.Effect of Termination. Upon any termination or expiration of this Agreement (a) all rights and licenses granted to Supplier hereunder shall immediately cease, and Company may disable or suspend Supplier’s and its Authorized Users’ access to the Platform and/or any part thereof, and (b) each Party shall, upon the other Party’s request, return or destroy (at the requesting Party’s option) all Confidential Information of the other Party in its possession or control, subject to the retention rights specified in this Agreement.
9.5.Survival. The following Sections shall survive any termination or expiration of this Agreement: 2.2 (License Grant), 2.5 (Deletion; Survival), 3 (Intellectual Property and Use of Platform Content), 4 (Confidentiality), 6 (Fees and Professional Services) with respect to unpaid amounts, 7 (Disclaimers of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10.5 (Survival), 11 (Miscellaneous), and any other provisions that by their nature are intended to survive.
Miscellaneous
10.1.Relationship of the Parties. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Each Party is an independent contractor.
10.2.Third‑Party Services. The Platform may integrate with or provide access to third‑party services, content, or data (“Third‑Party Services”). Supplier’s use of any Third‑Party Service is subject to the applicable third‑party terms, and Company disclaims all liability arising therefrom.
10.3.Publicity Rights. Unless otherwise agreed in writing, the Company may use Supplier’s name, logo, and standard brand assets to identify Supplier as a user of the Platform in its marketing materials, customer lists, case studies, website, and presentations.
10.4.Force Majeure. The Company shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, pandemics, strikes, or governmental actions.
10.5.Assignment. Supplier may not assign or transfer this Agreement, in whole or in part, without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
10.6.Entire Agreement. This Agreement, together with any document incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, with respect thereto.
10.7.Amendments and Modifications. Company reserves the right to modify or amend this Agreement from time to time by posting the amended Agreement on its website or by providing Supplier with reasonable notice of the changes (e.g., via email or notification through the Supplier Hub). Supplier’s continued access to or use of the Platform or any part thereof after the effective date of such changes will constitute Supplier’s acceptance of the amended Agreement. If Supplier does not agree to the amendments, Supplier must cease all use of the Platform and may terminate this Agreement in accordance with its terms. No other amendment or modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.
10.8.Enforceability. In the event that any provision of this Agreement is invalid or unenforceable under any law, such provision shall be totally ineffective to that extent, but the remaining provisions of this Agreement will be unaffected.
10.9.No Waiver. No delay or omission on the part of the Company in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.
10.10.Notices. All notices under this Agreement must be in writing and deemed given when delivered by hand, emailed (with confirmation of transmission), confirmed overnight courier, or certified mail (return receipt requested) to the addresses set forth on the applicable PO or to such other address that may be designated by the receiving party in writing.
10.11.Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict‑of‑laws principles. The Parties submit to the exclusive jurisdiction of the courts located in London, England to resolve any dispute arising out of or relating to this Agreement.
