Supplier Terms & Conditions

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

Updated: 1st September 2026

(1) SUMMARY

1.1. We are The Independent Buying Group Ltd, a limited company incorporated in Scotland with company number SC774533, of Clyde Offices, 2nd Floor, 48 West George Street, Glasgow G2 1BP (‘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 Schedules.

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, where applicable, the Schedules, the Website Terms of Use and any Additional Terms (namely any additional terms and conditions separately agreed between the parties).

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[SM1] 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 "Webpage" means your CALM Verified Supplier Certification page on our Platform, hosted at a unique URL on our website.

1.11 "Commencement Date" means the date on which the provision of the Services, your CALM Verified Supplier Certification and your CALM Supplier Directory listing commence, as set out in Schedule 2.

1.12. “Invoice” means our Invoice to you for Services, the terms of which shall be subject to the terms of this Agreement.

1.13. “Regions” means the regions of the CALM Supplier Directory as detailed in Schedule 2 and/or your Invoice(s)

1.14. “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 Supplier Directory listing for your selected Listing Categories (subject to availability) and access to the Platform as set out in Schedule 1 (“Services”). Additional services shall be agreed in a separate services agreement to be entered into between the parties (as applicable).

1.15. “Listing Categories” are the number of services within our CALM Supplier Directory you may list your business under.

1.16. “Supplier Services” means the services which you, as a supplier, provide to Buyers pursuant to a separate supplier service agreement (which shall at all times be the agreed Supplier Standard Terms of Business) or any additional services.

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

1.18. “Supplier Standard Terms of Business” shall mean your standard terms of business which we have reviewed as part of our Assessment and accordingly which you will use with any Buyer who wish to purchase Supplier Services.

1.19. “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.

1.20. Updates to the terms. We may amend the terms from time to time as per clause 13 (‘Variation’).

1.21 "Headcount" means the total number of individuals regularly engaged in your business at the point of application or Annual Re-Certification, including directors, employees, partners, regular contractors, associates and any other individuals who regularly provide services to or on behalf of your business, regardless of their contractual status. Part-time individuals count as one person for the purposes of this definition.

(2) SERVICES AND PLATFORM ACCOUNT MANAGEMENT BY THE SUPPLIER

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 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. where you promote your CALM Verified Supplier status in your external marketing or business communications, you will not operate materially different terms of business with any customer than those reviewed and approved by us as part of your Assessment;

vii. 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);

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

ix. 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 Services;

x. 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 Services;

xi. 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 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.

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 customer or business of any Buyer or Supplier otherwise than in accordance with the terms of the Agreement, or in a way which is or could be detrimental to us;

iv. create a platform that competes with the Platform (in whole or in part) or otherwise collude, agree, arrange or undertake with Suppliers and/or Buyers to create such a competing platform;

v. without our prior written consent, enter into, directly or indirectly, any agreements, arrangements, undertakings or understandings with any Supplier or Buyer that would restrict such party from independently engaging with the Platform.

(d) Post-termination restrictions. For a period of 12 months following the termination or expiry of this Agreement for any reason, you will not, nor cause any other party, directly or indirectly, to create, operate or participate in the creation of a platform or directory that competes with the Platform (in whole or in part), or collude, agree, arrange or undertake with any other Supplier, Buyer or third party to do so.

You acknowledge that this restriction is reasonable and necessary to protect our legitimate business interests, and that a period of 12 months is no greater than is reasonably required for that purpose.

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 on a quarterly basis to both Suppliers and Buyers, which will be used to provide your current Supplier Score (“Performance Score”), measured on a scale of 1 to 5. We will share your Performance Score with you following each survey. If your score falls below 3 out of 5 for two consecutive quarterly surveys, we will notify you in writing and give you 30 days to demonstrate improvement. Failure to improve within that period may result in suspension or termination of your listing as detailed in clause 4.4.

2.3 CALM Verified Supplier Certification

2.3.1 Assessment

(a) The CALM Verified Supplier Certification may be purchased directly via the Platform as a standalone service, with payment taken at the point of purchase before the assessment begins. It is also required as part of any application for a CALM Supplier Directory listing, where it may be purchased alongside the listing via this Agreement. In either case, 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. [SM7]

(b) Our assessment will include the following standard checks (and you confirm that you have the necessary authorisations, consents, licences and permission to proceed with each):

i. A review of your Supplier Application Form.

ii. A company credit check, including a search for any County Court Judgements (CCJs) and Company Voluntary Arrangements (CVAs) registered against your business, and a credit score assessment against our minimum threshold.

iii. A Directors Search carried out by Creditsafe or an equivalent third-party, searching Companies House and Creditsafe’s database for all current, dissolved and disqualified directorships associated with any director of your business. A pattern of multiple dissolved companies associated with any director may, at our sole discretion, be grounds for declining or revoking your application.

iv. Confirmation of all relevant industry accreditations, certifications, professional memberships and regulatory licences held by your business.

v. Your acknowledgement and agreement to our Supplier Code of Conduct.

vi. A review of current insurances held by you.

vii. A review of your Supplier Standard Terms of Business, carried out by a third-party service provider who may use AI-powered tools and subject to the Assessment Terms in clause 2.4. Details of data processing are further provided in our privacy notice.

Where concerns are raised by the standard checks above, we may also carry out any of the following additional checks at our discretion:

i. A personal adverse financial check on any director of your business, including a search for personal bankruptcies and Individual Voluntary Arrangements.

ii. An enhanced due diligence search on any director or connected party, using third-party intelligence tools as we determine appropriate.

iii. References from existing or previous clients.

Where we carry out any of the additional checks above, a fee of £75 will apply.

2.3.2 CALM Verified Supplier Certification

Following the Assessment, subject to our satisfaction and final decision only, you will be awarded our “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 CALM Verified Supplier 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. Business description

iii. Services descriptions (up to 200 words)

iv. Email address and contact for enquiries

v. Email address and contact for escalation of complaints if required

and we shall not be liable for any issues or delays affecting your Platform listing due to your failure to supply us with any of the foregoing.

2.3.3 Maintenance of CALM Verified 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.

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 of £75.

Failure to provide either of the above within 14 calendar days will result in your CALM Verified Supplier Certification, Digital Supplier Certificate, Webpage and your CALM Supplier Directory listing being suspended until the relevant certification is provided. If the relevant documentation is not provided within 28 days of expiry, we reserve the right to terminate this Agreement with immediate effect and without any liability on our part. All fees paid are non-refundable. You must immediately remove the Digital Supplier Certificate from your website and any marketing materials upon suspension and must not display it again until your suspension is lifted.

2.3.4 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;[SM8]

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 Schedule 2.

v. at Annual Re-Certification we will confirm your Headcount and determine your applicable fee bracket in accordance with the table in Schedule 2. Your Annual Renewal Fee for the coming year will be based on your Headcount at that time. Your Listing Fee for any listing period commencing after that Annual Re-Certification date will be based on your confirmed fee bracket at that time. Any listing period already underway at the time of Annual Re-Certification will continue at the rate at which it was agreed until that listing period expires.

2.3.5 Credit Score Monitoring

(a) We monitor your Creditsafe credit score (or equivalent third-party credit reference agency) on a monthly basis as part of our ongoing verification obligations.

(b) If your score falls below 30 on the Creditsafe scale (or the equivalent threshold on any alternative credit reference platform we use), we will notify you in writing. Your CALM Verified Supplier Certification, Digital Supplier Certificate, Webpage and CALM Supplier Directory listing will be suspended immediately. You must immediately remove the Digital Supplier Certificate from your website and any marketing materials upon suspension and must not display it again until your suspension is lifted. Your suspension will be lifted once your score recovers to 30 or above.

(c) If, in our reasonable assessment, your score is unlikely to recover, we reserve the right to terminate this Agreement in accordance with clause 4.4. In the event of termination under this clause, we will refund the unused portion of your Supplier Directory Listing fee on a pro-rata basis calculated from the date of termination. Your Year 1 Certification Fee and any Annual Renewal Fees are non-refundable in all circumstances.

(d) Before making a termination decision under this clause, we will give you written notice and a reasonable opportunity to provide evidence that your score has recovered or is expected to recover.

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.

(c) Where a review of your Supplier Standard Terms of Business is carried out using AI-powered tools, we will notify you in writing before that review takes place. The version of your terms submitted for review will be anonymised to remove any personally identifying information before it is processed.

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 Listing Categories 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 Services to Buyers with an agreed level of discounts; and

iii. maintain a Performance Score equal to 3 out of 5 or higher (three out of five on a five point scale) across two consecutive quarterly surveys; and

iv. Have paid for either:

A Regional Listing (as defined in Schedule 2) for Listing Categories in a Region which has availability within the CALM Supplier Directory; or
A National Listing (as defined in Schedule 2) for Listing Categories which has availability within the CALM Supplier Directory;

all listing shall auto renew in line with Schedule 2 and subject to our sole discretion and satisfaction. Any decision made will be final and without any liability to us.

(b) Your CALM Supplier Directory Listing will last for either 6 months or one year from date of issue (“Listing Term”) and consist of the following assets, valid until expiry of the Listing Term, unless renewed;

i. a listing in our CALM Supplier Directory, including your CALM Verified Supplier Webpage (“Webpage”), hosted on our website

and we shall not be liable for any issues or delays affecting your CALM Supplier Directory Listing due to your failure to supply us with any of the foregoing.

2.6 Fair Contracting Standards

(a) As part of our Assessment and on an ongoing basis, we expect all suppliers to maintain fair and reasonable terms of business with buyers. We reserve the right, at our sole discretion, to refuse or revoke a supplier’s listing on the CALM Supplier Directory if we receive credible evidence that the supplier operates under contract terms that we consider, acting reasonably, to be unduly onerous, exploitative or otherwise harmful to buyers.

(b) Any other supplier, platform buyer, or third party (including a business that is not a member of the platform) may submit evidence to us of contract terms used by a listed or applicant supplier that they consider to be harsh or unfair. Such evidence must be submitted in writing and must include a copy of, or specific reference to, the relevant contractual terms. Any contract or documentation submitted as evidence will be treated as confidential and used solely for the purposes of our review.

(c) We are not obliged to act on any submission, and our decision on whether a supplier’s terms meet our standards is final. We will not share the outcome of any review with the party who submitted the evidence, except where required by law.

(d) Nothing in this clause creates any liability on our part to the submitting party, nor does it constitute legal or professional advice on the fairness of any contract terms.

2.7 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).

2.8 Buyer Due Diligence

While we carry out a verification process on all Buyers as part of our Buyer Application process, this does not remove your responsibility to carry out your own due diligence before entering into any contract with a Buyer introduced through the Platform. Our verification of a Buyer is a baseline assessment only and does not constitute a recommendation or warranty as to their suitability as a customer for your business, their financial standing at the time you contract with them, or their ability to meet their obligations to you. We accept no liability for any loss, cost or damage arising from your decision to contract with any Buyer, regardless of the outcome of our verification process.

2.9 Fit with the Platform

We reserve the right to remove your CALM Supplier Directory listing, suspend your CALM Verified Supplier Certification and require the immediate removal of your Digital Supplier Certificate from your website and any marketing materials with immediate effect if, in our reasonable opinion, your continued participation in the Platform is no longer consistent with the standards, values or reputation of the Platform. We will notify you in writing of our decision. You must remove the Digital Supplier Certificate from your website and all marketing materials on the date you receive that notice and must not display it again. In such circumstances we will refund the unused portion of your Listing Fee on a pro-rata basis calculated from the date of removal, paid within 30 days of our notice to you. Your Year 1 Certification Fee is non-refundable in all circumstances.

For the avoidance of doubt, this clause operates independently of clause 4.3. Where a specific breach or event under clause 4.4 applies, that clause governs and no refund is due. This clause applies only where we exercise our discretionary removal right in the absence of any such breach or event.

2.10 Mandatory Industry Standards

We reserve the right to introduce mandatory minimum professional standards, accreditations, certifications, registrations or regulatory requirements applicable to suppliers operating in specific sectors, service categories or Listing Categories at any time. Such standards may include but are not limited to industry body memberships, regulatory registrations, data protection certifications or professional qualifications relevant to the services you provide.

We will give you no less than 90 days written notice before any such standard becomes mandatory for your continued listing, or such longer period as we notify you in writing. During the notice period you will have the opportunity to obtain the required standard. If you do not meet the required standard by the end of the notice period, we reserve the right to remove your CALM Supplier Directory listing and suspend your CALM Verified Supplier Certification in accordance with clause 2.9, and we will refund the unused portion of your Listing Fee on a pro-rata basis. Your Year 1 Certification Fee is non-refundable in all circumstances.

Where we introduce a mandatory standard we will apply it consistently to all suppliers operating in the relevant sector or service category.

(3) PAYMENT

3.1 Fees

(a) You agree to pay us the Fees for Services as set out in Schedule 2 (“Fees”).

(b) The Services, and associated Fees, will be payable as set out in Schedule 2.

(c) Fees 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 Schedule 2 or if otherwise agreed in writing within 7 days from the date of invoice.

(d) We will bill/invoice you accordingly. All Fees are stated exclusive of VAT which shall be added to the Fees 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, direct debit or credit card payments via Xero invoice, or other payment methods as agreed in writing with us.

3.3 Interest

Interest of 8% per annum above the Bank of England base rate is charged to you on overdue sums, accruing daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

(4) TERM AND TERMINATION

4.1 Commencement

These terms become legally binding on the date both parties execute the Agreement and/or payment is made, whichever is earlier. The provision of the Services, your CALM Verified Supplier Certification and your CALM Supplier Directory listing all commence on the Commencement Date set out in Schedule 2.

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 4.4 which has priority. In the event of termination by us under clause 4.4, all fees are non-refundable.

4.3 Your right to end the Agreement

(a) You may end this Agreement by giving us 30 days written notice at any time. Where you end the Agreement under this clause, we will refund the unused portion of your Listing Fee on a pro-rata basis, calculated from the expiry of your notice period. Your Year 1 Certification Fee is non-refundable in all circumstances.

(b) You may also terminate this Agreement immediately on written notice to us if: (i) we commit a material breach of our obligations under this Agreement and fail to remedy that breach within 14 days of receiving written notice from you specifying the breach in reasonable detail; or (ii) we become insolvent, are placed into administration, or cease to trade.

Where you terminate under (b)(i) above, we will refund the unused portion of your Listing Fee on a pro-rata basis, calculated from the date of termination. Your Year 1 Certification Fee is non-refundable in all circumstances. Where you terminate under (b)(ii) above, any entitlement to a refund of your Listing Fee will be subject to the insolvency process and cannot be guaranteed by us.

4.4 Our 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 2.5(a)(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 serious criminal offence;

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

xv. you fail to provide updated insurance documentation or updated Supplier Standard Terms of Business within 28 days of expiry or amendment as required under clause 2.3.3.

xvi. your Performance Score falls below 3 out of 5 for two consecutive quarterly surveys and you fail to demonstrate sufficient improvement within 30 days of our written notice to you.

xvii. your Creditsafe credit score (or equivalent third-party credit reference agency score) falls below 30 and, in our reasonable assessment, is unlikely to recover, as detailed in clause 2.3.5.

xviii. you provided false, inaccurate or misleading information in your application, director declaration or any documents submitted to us as part of your Assessment or ongoing membership, whether deliberately or otherwise.

xix. you fail to notify us of any insolvency proceedings, regulatory investigation or enforcement action, significant negative media coverage, or material change to your business structure or directors as required under clause 2.1(a).

4.5 End of the Agreement

When the Agreement ends, your access to the Platform, your CALM Verified Supplier Certification, 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 Fees, and any interest; and (ii) immediately stop using/accessing the Services, and immediately remove the Digital Supplier Certificate from your website and any marketing materials permanently.

4.6 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 Fees 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 or promote anywhere in advertising or marketing that you are or were our supplier or member during the term of the Agreement and for up to 90 days after termination or expiry of the Agreement.

(d) By submitting your company logo and other branding materials to us for the purposes of your listing or profile, you grant us a non-exclusive, royalty-free licence to display those materials on the Platform, including on your listing page, and to use them in our marketing and promotional materials, including but not limited to website logo carousels, landing pages, and promotional campaigns, for the duration of the Agreement and for up to 90 days after its termination or expiry. No additional consent from you is required for these uses beyond your submission of the materials.

5.5 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 Fees 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 anyone acting at your direction or on your behalf must comply with this clause 7. 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 our 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 Scotland) 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 Scotland. Both parties irrevocably agree that only the Scottish courts have the authority to settle any dispute or claim.