Supplier Terms

These are The Independent Buying Groups’ Supplier Terms (aka your Agreement with us). These terms form a legally binding agreement between us and apply whenever you use or access the Platform as a Supplier.

YOU ACCEPT THESE SUPPLIER TERMS IF YOU ORDER SERVICES, SIGN A PROPOSAL OR ACCESS OR USE THE PLATFORM

IF YOU ARE A BUYER – PLEASE SEE OUR BUYER TERMS OF SERVICE HERE

CONTACT US: E: hello@theindependentbuyinggroup.co.uk

Updated: 12 June 2025

(1) SUMMARY

1.1. We are The Independent Buying Group Ltd, a limited company incorporated in Scotland with company number SC774533, of 272 Bath Street, Glasgow, Scotland, G2 4JR (‘we’, ‘our’ and ‘us’). VAT Registration 451 7064 05.

1.2. You are a supplier of services and the person acting on behalf of that business (‘Supplier’, ‘you’, ‘your’ and ‘yours’) using the Services, as specified in the Proposal.

1.3. “Agreement” means the agreement between you and us (the parties) for the provision of Services, which shall be these Supplier Terms and shall incorporate the Proposal, Website Terms of Use and, if applicable, any Additional Terms (namely additional terms and conditions agreed, such as our Supplier Code of Conduct).

1.4. In the agreement: ‘agreed’ means agreed in writing by the parties; ‘writing/written’ includes email; ‘consent’ means prior written consent; ‘team’ means a party’s directors, officers, contractors, subcontractors, consultants and employees; and ‘/’ means and/or.

1.5. “Buyer” means a party who has paid or is paying for a buyer membership to the Platform.

1.6. “CALM Verified Supplier Certification” means your successful certification following our Assessment of your application;

1.7. “CALM Supplier Directory” means The Independent Buying Group Ltd’s CALM Supplier Directory, which is hosted on our Platform.

1.8. “Complaints Process” means The Independent Buying Group Ltd’s Complaints Process hosted at: https://www.theindependentbuyinggroup.co.uk/complaints-process

1.9. “Platform” means The Independent Buying Group Ltd’s website, which is hosted at: www.theindependentbuyinggroup.co.uk

1.10. “Proposal” means your order for Services, the terms of which shall be subject to the terms of this Agreement.

1.11. “Regions” means the regionals set out for the CALM Supplier Directory as detailed in the Proposal;

1.12. “Services” Subject to these Supplier Terms, including but not limited to satisfactory onboarding and certification (as determined by us in our sole discretion), we may provide you with a CALM Verified Supplier Certificate, a CALM Supplier Directory listing for Supplier Category Services (subject to availability) and access to the Platform as agreed between us in the Proposal (“Services”). Additional services shall be agreed in a separate services agreement to be entered into between the parties (as applicable).

1.13. “Supplier Category Services” means the category of service which you, as a supplier, wish to be listed under in our CALM Supplier Directory and the services that you will provide to Buyers pursuant to a separate supplier service agreement (which shall at all times be the agreed Supplier Standard Terms of Business) for the Regions agreed.

1.14. “Supplier Code of Conduct” means our Supplier Code of Conduct which can be found at: https://www.theindependentbuyinggroup.co.uk/supplier-code-of-conduct

1.15. “Supplier Standard Terms of Business” shall mean your standard terms of business which we have reviewed and signed off on as per our Assessment and accordingly which you will use with any Buyer to provide Supplier Category Services.

1.16. “Supplier Survey” means the survey we issue out to all suppliers on a quarterly basis where we ask you to provide a summary of all quotes, sales and savings provided to our buyers.

1.17. Updates to the terms. We may amend the terms from time to time as per clause 12 (‘Variation’).

(2) SUPPLIER SERVICES AND PLATFORM ACCOUNT MANAGEMENT

2.1 Your general duties and responsibilities

(a) You shall:

i. act reasonably and in good faith at all times;

ii. promptly provide us with all the information we request to allow us to provide the Services and/or conduct an Assessment and you hereby represent and warrant that such information and materials shall be provided in a timely manner, be accurate, true, up to date and complete;

iii. provide Supplier Category Services to Buyers using only the Supplier Standard Terms of Business which have been approved by us only and subject to the terms of use hereunder and our Supplier Code of Conduct;

iv. use the Platform in accordance with this Agreement and our Code of Conduct;

v. promptly notify us if you change your Standard Terms of Business(vi) co-operate with us in a timely manner for all matters arising out of or relating to the Services, your Assessment and your Supplier Certification (including any dispute brought by a Buyer or another Supplier);

vi. provide a designated key contact & escalation contact at your business;

vii. obtain and maintain all necessary licences, approvals, registrations, certifications and consents (“Approvals”) and comply with all relevant laws, rules, and regulations at all times and which may be necessary to provide your Supplier Category Services;

viii. notify us immediately of any changes to any information provided, any circumstances and/or any material event which may impact your business (including but not limited to a change of control, sale or ownership change) and your ability to provide the Supplier Category Services;

ix. provide a response to our supplier survey to track buyer quotes, sales and savings given to Buyers on a quarterly basis.

(b) Managing delays. If our ability to perform the Services is prevented or delayed by you or your team defaulting on any obligation in the Agreement (i) we will be entitled to suspend our performance of the relevant Services until you’re able to resolve things, and to rely on such to relieve us from our performance.

(c) General restrictions. You will not;

i. licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform; or

ii. make the Platform available to third parties; or

iii. without our consent, circumvent us and/or the platform by soliciting or canvassing the custom or business of any Buyer or Supplier otherwise than in accordance with the terms of the Agreement.

2.2 Our obligations

(a) We agree to maintain and update the Platform as may be reasonably required in order to provide the Services.

(b) We may use a third party to perform any administrative, clerical, secretarial or other functions which are reasonably incidental to the provision of the Services.

(c) We may issue a performance survey periodically to both Suppliers and Buyers which will be used to provide your current CALM Supplier Score (“Performance Score”).

2.3 CALM Verified Supplier Certification

(a) Assessment. In order to benefit from the Services and/or be onboarded onto the Platform, we shall carry out an assessment to determine your suitability (“Assessment”) and accordingly whether you can receive the CALM Verified Supplier Certification (“Supplier Certification”), subject to the Assessment Terms in clause 2.4.

(b) Our assessment will include, at the very least, the following (and you confirm that you have the necessary authorisations, consents, licences and permission to proceed with the various elements of the Assessment):

i. A review of your Supplier Application Form;

iv. A company credit check;

v. A Directors Search (carried out by Experian, or an equivalent third-party, which will search the Experian’s database & Companies House for any current directorships, along with dissolved and disqualified directorships;

vi. An Adverse Financial Check (carried out by Experian, or an equivalent third-party, which checks for CCJs, bankruptcies and voluntary arrangements.

vii. A review of current insurances held by you;

viii. A review of your Supplier Standard Terms of Business (carried out by a third-party service provider New Legal who uses AI-powered tools built on OpenAI’s Team infrastructure, subject to the Assessment Terms in clause 2.6; details of data processing are further provided in our privacy notice);

ix. Your acknowledgment and agreement to our Supplier Code of Conduct;

x. Your provision of any requested Approvals;

xi. Your provision of any references if requested.

(b) Supplier Certificate. Following the Assessment, subject to our satisfaction and final decision only, you will be awarded an “CALM Verified Supplier Certificate”. Your Supplier Certification will last for one year from date of issue (“Certification Year”) and consist of the following assets, valid until expiry of the Certification Year, unless renewed;

i. a listing on our Platform with a unique URL to your Verified Supplier Webpage (“Webpage”), hosted on our website;

ii. a high resolution digital CALM Verified Supplier icon for you to use online or in marketing materials, (“Digital Supplier Certificate”);

iii. a physical CALM Verified Supplier Certificate (“Physical Certificate”).

You shall provide the following information to us for your Webpage:

i. Company logo.

ii. Service description (up to 200 words)

iii. Company video (up to 2 minutes long)

iv. Email address for enquiries,

and we shall not be liable nor liable for any issues or delays affecting your Supplier Certification and/or Platform Listing due to your failure to supply us with any of the foregoing.

(c) Maintenance of Supplier Certification. It is your responsibility to provide us with updated information as applicable;

i. You will be asked to provide updated insurance certificates without delay when they are renewed. Failure to provide updated insurance documentation within 14 days of expiry will result in Webpage being suspended until the relevant certification is provided.

ii. Furthermore, if, at any time, your Supplier Standard Terms of Business are updated and/or amended, these must be submitted to us for a further review. This review will incur an additional fee.

Failure to provide either of the above may pause your Webpage and, and associated Services, and you will not be entitled to any refund.

(d) Annual Re-Certification. Unless you notify us to terminate this Agreement in accordance with clause 4.2(a), you will be automatically re-enrolled annually for Supplier Certification, which will be only be granted subject to our satisfaction with your compliance (prior to the automatic re-enrolment date) with the following steps to be re-certified (and thus remain on the Platform for the ensuing year);

i. you will be asked to reconfirm the statements, information and materials provided for the purposes of the previous Assessment are true, not misleading, up to date and accurate in all respects and provide representations and warranties to this effect;

ii. we shall run a new company credit check;

iii. You will reconfirm and evidence any necessary Approvals;

iv. you will be responsible to pay the applicable fee for Supplier Re-Certification, in line with the Proposal.

2.4 Assessment Terms

(a) Assessments are undertaken for our internal purposes only. We are under no obligation to share any feedback or results with you. If we do provide any feedback, such feedback: is provided voluntarily and at our discretion; is for general informational purposes only and does not constitute legal or professional advice; may be generated in whole or in part using automated systems, including AI tools; should not be relied upon by you or any third party as a substitute for independent legal or professional advice.

(b) Where we identify that changes are required in order for your documentation to meet our standards, we may request that you make those changes.

2.5 CALM Supplier Directory Listing

(a) Listing on the CALM Supplier Directory is subject to this clause 2.5 and is by invitation only, at the sole discretion of us and only if there is space for your Supplier Category Service and in the Regions that you wish to be listed for. This listing is only available for our consideration to suppliers who;

i. maintain a CALM Verified Supplier Certification and comply with 2.3; and

ii. Provide Supplier Category Services to Buyers with an agreed level of discounts; and

iii. Have paid for either:

iv. A Regional Listing (as defined in the Proposal) for a Supplier Category Service in a Region, which has availability within the CALM Supplier Directory; or

v. A National Listing (as defined in the Proposal) for a Supplier Category Service which has availability within the CALM Supplier Directory; and

vi. Maintain a Performance Score (as is understood and utilised on the Platform) above 3/5 (three out of five on a five point scale),

and all listing shall auto renew in line with our Proposal and subject to our sole discretion and satisfaction. Any decision made will be final and without any liability to us.

(b) You shall provide the following information for your listing within the CALM Supplier Directory (if you want different content from your CALM Verified Supplier listing:

i. Company logo.

ii. Service description (up to 200 words)

iii. Company video (up to 2 minutes long)

iv. Email address for enquiries,

and we shall not be liable nor liable for any issues or delays affecting the Services your Supplier Certification and/or Platform Listing due to your failure to supply us with any of the foregoing.

2.6 Account Security

Subject to successful Supplier Certification, you may be given an account on the Platform. To the extent applicable, you shall keep your account user and/or login details secure and you accept full responsibility for all activities on your account (whether authorised by you or not).

(3) PAYMENT

3.1 Charges

(a) You agree to pay us the charges for Services as quoted in the Proposal (“Charges”).

(b) The Services, and associated Charges, will be payable on an as outlined in the Proposal.

(c) Charges for Services are due and payable unless otherwise agreed, in full (without set-off, abatement, delay, counterclaim or withholding) upon the subscription payment date as set out in the Proposal or if otherwise agreed in writing within 7 days from the date of invoice.

(d) We will bill/invoice you accordingly. All charges are stated exclusive of VAT which shall be added to the charges at the applicable rate (where necessary). Without prejudice to any other right or remedy, if you fail to pay the invoice on the due date, we may immediately suspend all Services and/or your Supplier Certification and listing on the Platform until payment has been made in full, without any liability on our part.

3.2 How to pay

Electronic bank transfer, or direct debit or credit card payments via Stripe, GoCardless or other similar payment processors permitted by us.

3.3 Interest

Interest of 8%/annum is charged to you on overdue sums, accruing daily.

(4) TERM AND TERMINATION

4.1 Commencement

These terms, and the provision of the Services first take effect and become legally binding on the earlier of the following dates, as applicable:

(a) the date you first pay for the Services or access/use the Platform/Services;

(b) the date both parties execute the Proposal and/or the Agreement; or

(c) another effective date agreed within the Proposal.

4.2 Duration

(a) Unless otherwise agreed or specified herein, these Supplier Terms remain in effect and the Agreement continues until either party provides the other 30 days’ notice in writing to end it.

(b) Nothing in the Supplier Terms will restrict our termination or suspension rights under clause 4.3 which has priority. In the event of termination, all fees are non-refundable.

4.3 Right to end the Agreement

Notwithstanding 4.2, we have the right to end the Agreement or licence(s) we may grant you, disable your account, or suspend the Services and/or access to the Platform immediately (without affecting our legal rights/remedies) if:

i. you breach the terms and this cannot be resolved, or if it can be and you don’t do so within 7 days of our request;

ii. you don’t offer our Buyers the agreed discount as per 2. 5a(ii)

iii. you don’t pay us an amount we’re owed for 7 days or more after the payment due date;

iv. you repeatedly breach the terms;

v. you stop or threaten to stop all or a substantial part of your business;

vi. you become insolvent, bankrupt or are placed into administration (or similar process);

vii. you fail an Assessment or re-certification process;

viii. you breach our Supplier Code of Conduct;

ix. you fail to accept the outcome of a complaint raised following our Complaints Process;

x. you commit any gross misconduct affecting our business;

xi. you are subject to negative press coverage which, at our discretion (acting in good faith), would negatively impact us, our other suppliers’ or buyers’ reputations through association with you;

xii. you, a group company or any officer of your business commits fraud, is dishonest or otherwise acts in any way which may bring us and/or our affiliated companies into disrepute;

xiii. you, a group company or any officer of your business is convicted of any criminal offence;

xiv. your business is subject to a change of control, ownership or other material event.

4.4 End of the Agreement

When the Agreement ends, your access to the Platform, your CALM Supplier Directory listing and unless we otherwise agree in writing, your Digital Supplier Certificate shall immediately terminate and you agree to: (i) immediately pay our outstanding unpaid charges, and any interest; and (ii) immediately stop using/accessing the Services.

4.5 Termination rights

Termination or expiry does not affect the parties’ legal rights which have accrued prior to termination.

(5) INTELLECTUAL PROPERTY

5.1. Ownership of IP

We, our affiliates and/or our licensors as applicable will retain ownership of all intellectual property rights in the Platform or any deliverables that form part of the Services (including interactive services referenced below, unless otherwise specified by us to the contrary), including patents, copyright, trademarks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered globally.

5.2. Licence

Subject to clause 5.3, and subject to your payment of the Charges in full for the Services and ongoing adherence to the terms and licence, we grant you the following licence (‘licence’) unless otherwise agreed: a revocable, non-exclusive, non-transferable, non-sublicensable licence for your internal business purposes to access the parts of the Platform and use the “CALM Verified Supplier” logo mark on your website for the term of the Agreement, until termination, or until such time as we may request a revocation of such.

5.3. Restrictions

Except as expressly permitted, you will not (a) download, archive, reproduce, distribute, copy, modify, display, perform, publish, licence, create derivative works from or offer for sale or resale, or otherwise commercially exploit or transfer the deliverables or Platform or any part of it without our consent; (b) use or distribute the deliverables in any way or to any country or jurisdiction where doing so would be contrary to any laws or regulations or subject us to any registration or compliance requirements.

5.4. The licences you grant us

(a) You grant us a fully paid-up, worldwide, perpetual, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the data and materials you provide to us for the term of the Agreement for the purpose of providing the Services to you.

(b) You grant us permission to use your business name/logo and trade mark and any testimonial, name and image, to announce/promote anywhere in advertising/marketing that you are/were our supplier or member during the term of the Agreement and for up to 90 days after termination or expiry of the Agreement, with your express permission

(c) You confirm that our and our team’s use of your materials and data will not infringe anyone’s rights.

5.6. Post termination

The provisions of this clause 5 will survive termination or expiry of the Agreement for any reason.

(6) LIMITATION OF LIABILITY, INDEMNITY AND DISCLAIMERS

6.1. Limitation of liability

(a) References to liability in this clause 6 include every kind of liability arising under or in connection with the Agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.

(b) We don’t exclude or limit our liability to you where it would be unlawful to do so, e.g. liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation. If we are prevented from or delayed in performing our obligations by your act or omission (or the act or omission of your agents, subcontractors, consultants, officers or employees) or by any circumstance outside of our control, we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.

6.2. Cap on liability

Except in the case of those exceptions, our total aggregate liability to you arising under or in connection with the Agreement will be limited to the greater of the following: £100; or 100% of the Charges paid and payable under the Agreement for the Services in any one calendar year that gave rise to the claim during the 12 months immediately preceding the date on which the claim arose. Any claim must be brought by you within 12 months from the date of its incidence. In the event that a court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of such amount.

6.3. Exclusions

To the fullest extent permitted by law, and excluding those exceptions, the following types of loss arising out of or in connection with the Agreement are wholly excluded by us: indirect or consequential loss; and loss arising as a result of our complying with our legal and regulatory duties. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

6.4. DISCLAIMERS

Provisions in this clause 6.4 apply to the fullest extent permitted by law.

(a) The Platform is provided “as is” and “as available”. We and our affiliates and licensors exclude all conditions, warranties and representations (express, implied or otherwise) with respect to the Platform and content, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Platform or any content will always be available, uninterrupted, accurate or error-free.

(b) We may update and change the Platform or any content or digital products and resources on it (including adding and removing them) from time to time for any reason, without notice to you.

(c) The Platform and content provided to you for informational purposes only. We strive to keep Platform content updated and reliable but make no guarantees regarding its accuracy, completeness, or timeliness. Multimedia content does not constitute professional advice (procurement, legal, financial, medical, health, regulatory, tax, etc) and should not be relied upon as such. Any use of information is at your own risk.

(d) Our Services are for general informational use only and do not constitute professional or commercial advice and should not be relied on as such. You are solely responsible for how you apply information provided, and it is your responsibility to seek appropriate professional or regulatory advice before implementing any actions based on our Services.

(e) By purchasing or using our Services or the Platform, you confirm that you understand and accept this disclaimer. To the fullest extent permitted by law, we disclaim all liability for decisions, actions, or outcomes arising from your use of our Services or the Platform.

(7) TERMS OF USE

(a) By using or accessing the Platform/Services, you agree to the terms and conditions of this clause 7 and these Terms of Use.

(b) Terms of Use of the Platform. If applicable, whenever you use, publish, upload, disclose or share content, via the Platform, or engage other users directly or indirectly via the Platform, you and your anyone acting at your direction or on your behalf must comply with this clause 6.4. Any reference to you in this paragraph shall include any person acting at your direction or on your behalf. You confirm that your use or contribution complies with these terms of use, and you’ll be liable to us, hold us harmless and indemnify us in full for the failure to comply with the them. This means you will be responsible for any loss, damage, cost, or expense that we (and/or out affiliates) suffer as a direct or indirect result of this.

(c) Harmful activity. You shall not upload, share, submit, distribute or disclose any content onto the Platform that is illegal, harmful, abusive, defamatory, deceptive, harassing, unlawful, unethical, fraudulent, threatening, violent or sexually explicit. You shall not utilize the Platform to directly or indirectly harm, damage, harass, victimize, hurt, abuse, threaten or defraud us, any other Supplier or Buyer.

(d) Content publication. Any contribution you upload to the Platform or send us to publish to the Platform will be considered non-confidential, non-privileged and non-proprietary. You are solely responsible for securing and backing up your content. You represent and warrant that you own your content and it does not, nor shall it infringe upon the intellectual property rights of any third party and accordingly hold harmless and indemnify us in full against any third party claim to the contrary and any damages, costs and expenses we and/or our affiliates may incur as a result.

(e) Personal use, and prohibition on distribution. Content on the Platform is for your personal use only and may not be distributed or commercialised in any way outside of these Supplier Terms without our consent.

(f) Prohibited uses. You may not do anything that in any way that breaches any applicable local, national or international law, rule or regulations; or send, knowingly receive, upload, download, use or re-use any material which does not comply with the terms. You will not misuse the Platform. You will not copy the Platform or make any derivative work based on it and you must not remove any proprietary notices or labels without our consent. You must not seek to gain unauthorised access to the Platform, systems, computers, databases or servers.

(g) Interactive services. We may from time to time provide interactive services, including: streaming and live virtual events; 1-to-1 and group video calls; video-sharing facilities; chat rooms; bulletin boards; forums; communities or groups or any other interactive service and we expressly exclude our liability for any loss/damage arising from the misuse of interactive services by a user (whether moderated or not).

(h) User-generated content, including but not limited to ratings and testimonials given by Buyers is not approved by us, and those users’ views, opinions and beliefs may not reflect ours. We are not responsible for such content, but you may report any content you believe, acting reasonably and in good faith, to be harmful and/or illegal.

(i) We are not responsible for viruses and you must not introduce them. We do not guarantee that the Platform will be secure or free from bugs or viruses. You should use protective software.

(j) Links and third parties. Any content that contains hyperlinks to or mention of any third party provider or products or services is not an endorsement by us of those persons, their products or services or views or opinions, or the accuracy or suitability thereof. We are not responsible for them/their content or otherwise, nor shall we be liable to you or any of your representatives.

(8) DATA/PRIVACY

We’ll process your personal information in accordance with our privacy notice: https://www.theindependentbuyinggroup.co.uk/privacy

(9) EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)

If anything beyond our reasonable control occurs that prevents or delays our duties under the terms, we're not responsible. If something like this does happen, we'll let you know, and our responsibilities will be paused for its duration. If the disruption lasts more than 60 days, either party can cancel the Agreement immediately with written notice, and you agree to pay the agreed charges and expenses or costs we've incurred up to the date of cancellation.

(10) ASSIGNMENT AND OTHER DEALINGS

(a) This Agreement is personal to you/your business, and you will not assign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under the Agreement, without our consent (which may be given in our sole discretion).

(b) We may do any of those things at any time, without notice or your consent, and we may novate the Agreement (to transfer all our rights and obligations under it) at any time to any person with written notice. (c) If we use subcontractors to perform the Services instead of us, they will be suitably qualified/skilled, and we will remain responsible for all their acts/omissions.

(d) Nothing in these Terms shall prevent us from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation.

(11) CONFIDENTIALITY.

(a) Neither party shall use the other party's confidential information (being information about the other party’s business, buyers, suppliers, partners, finances, personnel and/or strategies which is reasonably expected to be considered confidential, regardless of whether indicated as “confidential” or not) except;

i. to perform its obligations under or in connection with the Agreement;

ii. for the purposes of analysing, evaluating, exploring and/or implementing a commercial and/or contractual arrangement, Agreement or discussion between the parties; and

iii. as may be authorised by the other party in writing.

(b) Each party agrees to keep information concerning the business, affairs, buyers, clients or suppliers of the other party confidential except:

iv. when it’s necessary to disclose it to a party’s officers, directors or advisers (and those of its affiliated companies) on a need-to-know basis and so long as said recipients are procured to also comply with this clause; or

v. as may be permitted, requested or required by law, regulation, a court of competent jurisdiction or any governmental, judicial or regulatory authority to be disclosed,

vi. to such person authorised in writing by the other party; or

vii. to third-party sub-processors or service providers approved by us and engaged to support the operation of the Platform or Services, provided such recipients are subject to confidentiality and data protection obligations no less protective than those in this Agreement.

(c) The obligations in this clause shall not apply to any confidential information which: is or has become publicly known other than through breach of this clause; was in possession of the receiving party prior to disclosure by the other party; was received by the receiving party from an independent third party who has full right of disclosure (so far as the receiving party was aware).

(12) ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

(13) VARIATION

No variation of the Agreement by you has any effect unless it is agreed. We may amend the terms from time to time and updates are effective immediately upon written notice to you by email. If any update materially adversely affects your rights and obligations, those changes will be effective no sooner than 10 days after we notify you. If you continue after that, you agree to them.

(14) WAIVER

If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, which doesn't mean they give up any rights or remedies. Not immediately using a right or remedy doesn't mean it's waived. Using a right or remedy partially or once doesn't stop its future use or effect

(15) SEVERANCE

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’s not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.

(16) COMMUNICATION AND NOTICES

Any communication between you and us relating to the Agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or on email transmission.

(17) THIRD PARTY RIGHTS

Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any third party.

(18) COUNTERPARTS

If we require the Agreement to be signed, it may be executed in counterparts, together constituting one agreement, including via email or by ink or digital/electronic signatures.

(19) NO PARTNERSHIP

This Agreement is not intended to (nor will it be deemed to) establish any partnership, employment relationship or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

(20) SURVIVAL

Every provision of the Agreement that expressly or by implication is intended to, shall come into or continue in force on or after its termination or expiry.

(21) GOVERNING LAW AND JURISDICTION

The Agreement and any related dispute or claim will be governed by and construed according to the laws of England and Wales. Both parties irrevocably agree that only the courts of England and Wales have the authority to settle any dispute or claim.