verified 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.

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

Updated: 1st May 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 business or the person 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 incorporate the Proposal, Website Terms of Use and, if applicable, any Additional Terms (namely additional terms and conditions agreed, such as our 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. “Verified Supplier Code of Conduct” means our Code of Conduct appended hereto, if applicable.

1.6. “Customers” means a party who has paid or is paying for customer membership to the Platform.

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

1.8. “Proposal” means your order for listing specifications and usage of the Platform, the terms of which shall be subject to the terms of the Agreement.

1.9. “Services” Subject to the 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 Verified Supplier Certification, a Platform Listing for Verified Supplier Certification access to the Platform and the listing specifications 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).

1.10.“Supplier Services” means the service that you will provide to Customers pursuant to a separate supplier service agreement, using your Supplier Standard Terms of Business.

1.11. “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 Customer to provide Supplier Services.

“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 customers.

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

(2) SUPPLIER ONBOARDING, CERTIFICATION 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 Services to Customers 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 Code of Conduct;

(iv) co-operate with us in all matters arising out of or relating to the Services, your Assessment and your Certification (including any dispute brought by a Customer);

(v) provide a designated key contact & escalation contact at your business;

(vi) 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;

(vii) 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;

(viii) provide a response to our quarterly Supplier Survey to track customer quotes, sales and savings given to Customers 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: (a) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Platform; or (b) make the Platform available to third parties.

2.2 Our obligations.

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

(ii) 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, provided that you will not be liable to bear the cost of such functions.

(iii) We may issue a Supplier Performance Survey and a Customer Performance Survey periodically.

2.3 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 Verified Supplier certification (“Certification”), subject to the Assessment Terms in clause 2.6.

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;

(ii). A company credit check;

(iii). A confirmation by you that you pay your employees the Real Living Wage (as understood in the UK)

(iv). A review of current insurances held by you;

(v). 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);

(vi). Your acknowledgment and agreement to our Code of Conduct;

(vii). Your evidencing of any requested Approvals

(viii). Your provision of any references if requested.

(b) Certificate. Following the Assessment, subject to our satisfaction and final decision only, you will be awarded an “Verified Supplier Certificate” and will demonstrate your certification as a Verified Supplier on our Platform (“Certification”). Your Certification will last for one year from date of issue (“Certification Year”). We will provide you with a physical and a digital Verified Supplier Certificate and a unique URL to your Verified Supplier Certificate, hosted on our website until its expiry.

(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 your Certification (and subsequent listing on our website as a Verified Supplier) 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 further review. This review will incur a fee.

Failure to provide either of these may pause your Certification and therefore Platform listing and the costs of which may be passed on to you.

(d) Annual Re-Certification. To be re-certified and thus remain on the Platform, every 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 credit check on you, alongside a review of any updated Supplier Standard Terms of Business;

(iii). You will reconfirm and evidence any necessary Approvals;

(iv). you will be responsible to pay a Recertification Fee.

2.5 Platform Listing.

(a) Upon Certification,

(you shall provide the following information for your Verified Supplier web page;

(i). Company name (and trading name, if different), number, address and logo.

(ii). Service description (up to 200 words)

(iii). Service specific or generic video (up to 1 minute long)

(iv). Link to you website

(v). Name of your key contact

(vi). Name of a key contact for escalation of any disputes (not published)

(vii). Contact email address for enquiries.

2.6 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.

(3) PAYMENT

3.1. Charges.

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

(b) Charges for Services are due and payable unless otherwise agreed, in full (without set-off, abatement, delay, counterclaim or withholding) when booking a review call.

(c) We will issue an invoice to 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 Certification and listing on the Platform until payment has been made in full, without any liability on our part.

3.2. How to pay. Payment by credit card payments via Stripe or other similar payment processors permitted by us.

3.3. Interest of 5%/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, the 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 terms will restrict our termination or suspension rights under clause 4.3 which has priority. Subject to clause 4.3, and provided you are not in breach of the Agreement, if you have paid for an Annual Listing, on termination not for cause, you may be refunded the portion of your Charges on a pro-rata basis for the unused months.

4.3. 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 pay us an amount we’re owed for 7 days or more after the payment due date;

(iii). you repeatedly breach the terms;

(iv). you stop or threaten to stop all or a substantial part of your business;

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

(vi). you fail an Assessment or re-certification process;

(vii). you breach our Code of Conduct;

(viii). you commit any gross misconduct affecting our business;

(ix). 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;

(x). You, a group company or any officer of your business is convicted of any criminal offence;

(xi). Change of ownership.

4.4. When the Agreement ends, your access to the Platform, your Platform Listing and Verified Supplier Certification 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 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 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. (a) 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 deliverables made available to you for the term of the Agreement, until termination.

5.3. Restrictions. Except as expressly permitted, you will not (i) 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; (ii) 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 testimonials and name, image, business name/logo and trade mark to announce/promote anywhere in advertising/marketing that you are/were our client, customer, subscriber or member, during the term of the Agreement and for up to 90 days after termination or expiry of the Agreement, with your written permission.

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

5.6. 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. (1) 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 the 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 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 Customer or any other supplier.

(d) 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, non-commercial use only, and may not be distributed without our consent.

(f) Prohibited uses. You may not do anything that in any way 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 isn't verified or approved by us, and those users’ views, opinions and beliefs may not reflect ours.

(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. (1) This Agreement is personal to you, 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). (2) 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. (3) 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. (4) 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. (1) Neither party shall use the other party's confidential information 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.

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

(a) 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

(b) 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, or

(3) 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.