Terms and Conditions

1. About these Terms

These Terms and Conditions ("Terms") are a legal agreement between ADL Consulting Limited, a company registered in England and Wales under company number 06684621, whose registered office is at 6 Hinckley Road, Ibstock, Leicestershire, LE67 6PB, United Kingdom ("ADL Consulting", "we", "us" or "our"), and the person or organisation that registers for or uses the Service ("Customer", "you" or "your").

These Terms govern your access to and use of Simple Supplier Management ("SSM", the "Platform" or the "Service"), our supplier management software-as-a-service product. By registering for an account, accessing the Service, or clicking to accept these Terms, you confirm that you have read, understood and agree to be bound by them. If you are entering into these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation, and references to "you" mean that organisation.

If you do not agree to these Terms, you must not use the Service.

Order of precedence. Where you and ADL Consulting have signed an Order Form or other written agreement that references these Terms, the documents apply in the following order of precedence in the event of conflict: (a) the Order Form or written agreement; (b) our Data Processing Agreement; (c) these Terms; and (d) any Documentation. Our Privacy Policy is incorporated by reference.

Business-to-business use only. The Service is intended for use by businesses and other organisations acting in the course of their business. It is not intended for consumers, and consumer rights legislation does not apply to your use of it.

2. Definitions

In these Terms, the following capitalised words have the following meanings:

"Account"

an account registered in SSM, whether a Buyer/Company account or a Supplier account.

"Authorised User"

an individual who is authorised by you to access and use the Service under your Account, such as an employee, contractor or agent.

"Buyer/Company"

a Customer that uses the Service to manage its own supplier network.

"Confidential Information"

any non-public information disclosed by one party to the other in connection with these Terms that is identified as confidential or that ought reasonably to be understood to be confidential.

"Customer Data"

any data, content, documents, forms, responses, comments, records or other material that you or your Authorised Users submit to, upload to, generate within, or transmit through the Service, including any personal data contained within it.

"DPA"

the Data Processing Agreement between you and ADL Consulting that governs our processing of personal data on your behalf as a processor under the UK GDPR. The DPA is available on request and forms part of these Terms.

"Documentation"

the user guides, help materials and technical documentation for the Service that ADL Consulting makes available.

"Effective Date"

the date you first register for an Account or, where applicable, the date set out in an Order Form.

"Fees"

the subscription fees, usage charges and any other amounts payable by you for the Service, as set out in an Order Form or on our pricing page from time to time.

"Intellectual Property Rights"

patents, copyrights, trade marks, database rights, design rights, know-how, trade secrets and all other intellectual property rights of any kind, whether registered or unregistered, anywhere in the world.

"Order Form"

an ordering document signed or otherwise agreed by you and ADL Consulting that references these Terms, or the online sign-up flow through which you purchase a subscription.

"Privacy Policy"

ADL Consulting's privacy policy for the Service, as updated from time to time, currently available at simplesuppliermanagement.com/privacy.

"Service"

the SSM platform, including all features, functionality, Documentation and any associated services we provide.

"Subscription"

your right to access and use the Service for the Subscription Term in accordance with the Order Form and these Terms.

"Subscription Term"

the period of your Subscription, as set out in the Order Form or otherwise specified at sign-up.

"Supplier"

an external organisation that supplies products or services to a Buyer/Company, and whose details may be added to the Service.

"Supplier User"

an individual who accesses the Service through a Supplier Account.

"UK GDPR"

the United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.

3. The Service

ADL Consulting provides SSM as a cloud-based supplier management platform that enables Customers to onboard suppliers, manage compliance documentation, run due diligence workflows, calculate risk scores, send data-request forms and monitor procurement spend.

Subject to your compliance with these Terms and payment of the applicable Fees, ADL Consulting grants you a non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Service for your internal business purposes during the Subscription Term.

ADL Consulting may update, enhance or modify the Service from time to time. We will give you reasonable advance notice of any change that materially reduces the functionality of the Service. We will not give advance notice of changes that are minor, are required for security or legal reasons, or that improve the Service without reducing its functionality.

4. Your Account

4.1 Eligibility

To register for an Account, you must be at least 18 years old and have the legal capacity and authority to enter into these Terms (either on your own behalf or on behalf of the organisation you represent).

4.2 Account types

SSM offers two types of Account:

• Buyer/Company Accounts are intended for organisations that use the Service to manage their own supplier networks. Buyer/Company Accounts are subject to the Fees set out in your Order Form or on our pricing page.
• Supplier Accounts are intended for organisations that have been invited to the Service by a Buyer/Company in order to respond to data requests, share compliance documentation and otherwise engage with that Buyer/Company. The commercial terms applicable to Supplier Accounts are described at sign-up.

4.3 Authorised Users

You may permit your Authorised Users to access and use the Service under your Account. You are responsible for the acts and omissions of your Authorised Users as if they were your own. You must ensure that each Authorised User complies with these Terms, and you must promptly disable access for any Authorised User who is no longer entitled to use the Service through your Account.

4.4 Account credentials and security

You are responsible for keeping your account credentials (including passwords and Microsoft single sign-on details) confidential and for all activity that takes place under your Account. You must notify us promptly at security@adlconsulting.co.uk if you suspect that your Account has been accessed without authorisation or that your credentials have been compromised.

4.5 Accurate information

You agree to provide accurate, current and complete information when you register for an Account and to keep that information up to date. We may refuse to register, or may suspend, an Account that we reasonably believe contains inaccurate or misleading information.

5. Subscriptions, Plans and Fees

5.1 Subscription

Your right to use the Service is provided on a subscription basis. Your Subscription begins on the Effective Date and continues for the Subscription Term set out in your Order Form or otherwise specified at sign-up.

5.2 Fees and payment

You agree to pay the Fees set out in your Order Form or on our pricing page. Unless your Order Form states otherwise, Fees are invoiced monthly or annually in advance and are payable within 30 days of the date of invoice. Fees are stated exclusive of VAT and other applicable taxes, which you are responsible for paying in addition.

5.3 Auto-renewal

Unless your Order Form states otherwise, your Subscription will automatically renew at the end of each Subscription Term for a further period equal to the initial Subscription Term, on the then-current pricing, unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

5.4 Late payment

If you fail to pay any undisputed Fees by the due date, we may (without prejudice to our other rights and remedies) charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment in full. We may also suspend your access to the Service in accordance with section 13.

5.5 Changes to Fees

We may change our Fees from time to time. Any change will take effect at the start of your next Subscription Term and we will give you at least 60 days notice in advance of the change. If you do not agree to the change, you may give notice of non-renewal in accordance with section 5.3.

5.6 No refunds

Except as expressly stated in these Terms or required by mandatory applicable law, Fees are non-refundable and no refund will be given for any unused portion of a Subscription Term.

6. Acceptable Use

You agree that you and your Authorised Users will not:

• use the Service in any way that breaches any applicable law or regulation;
• use the Service to send any unsolicited commercial communication, to host any unlawful, defamatory, infringing or offensive content, or to harass, threaten or harm any person;
• upload to the Service any virus, worm, malware or other harmful code, or any content that you do not have the right to upload;
• attempt to gain unauthorised access to the Service, its underlying infrastructure, or the accounts or data of other Customers;
• copy, modify, reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code of the Service, except to the extent that applicable law expressly permits this notwithstanding a contractual prohibition;
• rent, lease, lend, sell, sublicense or otherwise commercially exploit the Service or make it available to any third party, except as expressly permitted by these Terms;
• use the Service to build a competing product or service, or to benchmark or perform competitive analysis;
• use any automated tool, robot, scraper or similar means to access the Service, or to circumvent any usage limits, security measures or access controls;
• misrepresent your identity or affiliation, or impersonate any person or organisation; or
• interfere with or disrupt the integrity or performance of the Service, or the data contained in it.

We reserve the right to investigate any suspected breach of this section and to take such action as we consider appropriate, including suspending or terminating your Account in accordance with section 13.

7. Customer Data and Content

7.1 Ownership

As between you and ADL Consulting, you retain all right, title and interest in and to Customer Data, including all Intellectual Property Rights in it. These Terms do not transfer ownership of Customer Data to ADL Consulting.

7.2 Licence to ADL Consulting

You grant ADL Consulting a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display and otherwise use Customer Data to the extent necessary to (a) provide and improve the Service, (b) comply with any lawful instructions from you, and (c) comply with our legal obligations. This licence lasts for the duration of the Subscription Term and for such period thereafter as is necessary to return or delete Customer Data in accordance with the DPA.

7.3 Your warranties about Customer Data

You warrant that:

• you have all rights, consents, licences and permissions necessary to submit Customer Data to the Service and to grant the licence in section 7.2, including in respect of any personal data contained in it;
• Customer Data does not infringe the Intellectual Property Rights of any third party, breach any duty of confidence, or violate any applicable law;
• Customer Data is accurate to the best of your knowledge; and
• where Customer Data contains personal data about third parties (such as your suppliers' contacts), you have provided those individuals with the information required by Articles 13 and 14 of the UK GDPR, or have arrangements in place to do so.

7.4 Responsibility for Customer Data

You are solely responsible for the accuracy, quality, integrity, legality and appropriateness of Customer Data. ADL Consulting does not actively monitor Customer Data, but we may remove or disable access to Customer Data if we reasonably believe that it breaches these Terms or any applicable law, or if we are required to do so by a competent authority. Where we take such action, we will notify you as soon as reasonably practicable, unless we are prohibited from doing so.

7.5 Backups

ADL Consulting takes regular backups of the Service in accordance with our security practices. However, you are responsible for maintaining your own copies of any Customer Data that is critical to your business, and we recommend that you export important data from the Service on a regular basis.

7.6 Aggregated and anonymised data

ADL Consulting may collect and use aggregated and anonymised data derived from your use of the Service for the purposes of operating, securing, improving and analysing the Service, provided that such data does not identify you, your Authorised Users or any individual. This data is not Customer Data.

8. Intellectual Property Rights

ADL Consulting and its licensors own all right, title and interest in and to the Service, including all Intellectual Property Rights in it. No rights are granted to you under these Terms other than as expressly set out.

You may from time to time provide ADL Consulting with feedback, suggestions or ideas about the Service. You grant ADL Consulting a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, reproduce, modify and otherwise exploit any such feedback for any purpose, without any obligation to you.

The SSM name, logo and any other brand assets are trademarks of ADL Consulting. You must not use them without our prior written consent, except as part of normal use of the Service.

9. Confidentiality

Each party (the "Receiving Party") undertakes that it will not at any time disclose to any person any confidential Information of the other party (the "Disclosing Party"), except as permitted by this section 9.

The Receiving Party may disclose the Disclosing Party's Confidential Information:

• to its employees, officers, professional advisers, contractors and subcontractors who need to know it for the purpose of exercising the Receiving Party's rights or performing its obligations under these Terms, provided that the Receiving Party ensures that such persons are bound by obligations of confidentiality no less protective than those in this section 9; and
• as required by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

The obligations in this section 9 do not apply to information that:

• is or becomes publicly known through no fault of the Receiving Party;
• was lawfully in the Receiving Party's possession before disclosure by the Disclosing Party;
• is lawfully obtained by the Receiving Party from a third party without restriction; or
• is independently developed by the Receiving Party without reference to the confidential Information.

This section 9 will continue to apply for five years after termination of these Terms, except in respect of Confidential Information that constitutes a trade secret, where confidentiality obligations will continue for so long as the information retains its trade-secret status.

10. Data Protection

Each party will comply with its respective obligations under applicable data protection law, including the UK GDPR and the Data Protection Act 2018.

Where ADL Consulting processes personal data on your behalf in connection with the Service, ADL Consulting acts as a processor and you act as the controller. The DPA sets out the terms on which we carry out such processing, and is incorporated into these Terms.

Our Privacy Policy describes how we process personal data for which we act as the controller (for example, the personal data of Authorised Users in connection with their use of the Service).

You acknowledge that, where you upload personal data about third parties (such as your suppliers' contacts) to the Service, you are the controller of that personal data, and you are responsible for meeting the transparency, lawfulness and other obligations that the UK GDPR places on controllers.

11. Third-Party Services and Integrations

The Service may interoperate with or contain links to third-party services, including Microsoft single sign-on, company-registration lookup services and the websites of your own suppliers. Those third-party services are provided by third parties under their own terms and privacy policies, and we are not responsible for them.

Your use of any third-party service in connection with the Service is at your own risk. If a third party withdraws, modifies or restricts a third-party service, we may need to modify or discontinue the corresponding feature of the Service, and we will not be liable to you for any loss arising as a result, provided that we act reasonably in doing so.

12. Service Availability and Support

12.1 Availability

We use reasonable endeavours to make the Service available 24 hours a day, 7 days a week. However, we do not guarantee uninterrupted availability, and the Service may be unavailable during scheduled maintenance, emergency maintenance, or where availability is affected by matters outside our reasonable control. Where we offer a specific service-level commitment, it will be set out in your Order Form or in a separate service-level agreement.

12.2 Maintenance

We will use reasonable endeavours to carry out scheduled maintenance outside normal UK business hours and to give you advance notice of any maintenance that we expect to materially affect availability. We may carry out emergency maintenance at any time, with or without notice, where this is necessary to protect the security, integrity or stability of the Service.

12.3 Support

We provide support for the Service via email at support@adlconsulting.co.uk and through our in-product help centre, during normal UK business hours. Our target response times and any premium support offerings (if applicable) are described in your Order Form or on our website.

13. Suspension and Termination

13.1 Suspension

We may suspend your access to all or part of the Service immediately, with or without notice, if:

• we reasonably believe that you are in material breach of these Terms;
• you have failed to pay any undisputed Fees by the due date and have not remedied that failure within 14 days of our written reminder;
• we reasonably believe that your use of the Service poses a security risk, may cause harm to the Service or to other Customers, or may expose us or any third party to liability; or
• we are required to suspend by law, by order of a competent court, or by any regulatory or administrative body.

Where we suspend the Service, we will use reasonable efforts to notify you and to restore access as soon as the circumstances giving rise to the suspension have been resolved.

13.2 Termination for cause

Either party may terminate these Terms with immediate effect by written notice to the other if:

• the other party commits a material breach of these Terms and (where the breach is capable of remedy) fails to remedy the breach within 30 days of being given written notice to do so; or
• the other party becomes insolvent, enters into administration, makes any composition with its creditors, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or ceases or threatens to cease to carry on business.

13.3 Termination for convenience

Either party may terminate these Terms for convenience at the end of the then-current Subscription Term by giving notice of non-renewal in accordance with section 5.3.

14. Effect of Termination

On expiry or termination of these Terms for any reason:

• your right to access and use the Service ends immediately;
• you must immediately pay any outstanding Fees that have accrued up to the date of termination;
• we will return or delete Customer Data in accordance with the DPA, normally within 90 days of termination, unless we are required by law to retain it;
• each party will return or destroy the other party's Confidential Information, except to the extent that retention is required by law or by reasonable internal record-keeping policies; and
• any provision of these Terms that expressly or by implication is intended to survive termination (including sections 7.6, 8, 9, 10, 14, 15, 16, 17, 20 and 21) will continue in full force and effect.

15. Warranties and Disclaimers

15.1 Mutual warranties

Each party warrants to the other that it has the legal right and authority to enter into and perform these Terms, and that doing so does not breach any agreement with, or obligation to, any third party.

15.2 ADL Consulting warranty

ADL Consulting warrants that the Service will, in all material respects, perform in accordance with the Documentation during the Subscription Term. As your exclusive remedy for any breach of this warranty, we will use reasonable endeavours to correct the non-conformity or, if we cannot do so within a reasonable time, you may terminate the affected Subscription and we will refund any Fees you have paid for the unused portion of the affected Subscription Term.

15.3 Customer warranty

You warrant that you and your Authorised Users will use the Service in accordance with these Terms and all applicable laws, and that you have obtained all consents, permissions and licences required for the Service to process Customer Data on your behalf.

15.4 Disclaimer

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and ADL Consulting excludes all representations, warranties, conditions and terms (whether express or implied by statute, common law, custom or otherwise), including any implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted, error-free or secure. The Service is a tool to support your procurement and compliance activities; it is not a substitute for your own legal, financial or professional judgement, and risk scores produced by the Service are informational only.

16. Limitation of Liability

16.1 Liabilities that cannot be excluded

Nothing in these Terms excludes or limits either party's liability for:

• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded or limited by applicable law; or
• (in the case of the Customer) any obligation to pay Fees that have properly accrued.

16.2 Excluded losses

Subject to section 16.1, and to the maximum extent permitted by law, neither party will be liable to the other (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any:

• loss of profits, revenue, business or anticipated savings;
• loss of goodwill or reputation;
• loss, corruption or destruction of data (other than ADL Consulting's obligation to take reasonable backups in accordance with section 7.5);
• loss arising from business interruption; or
• indirect, consequential or special losses,

in each case howsoever arising and even if the party was aware of the possibility of such losses.

16.3 Liability cap

Subject to sections 16.1 and 16.2, each party's total aggregate liability to the other in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) in any 12-month period will not exceed an amount equal to the total Fees paid or payable by you to ADL Consulting under these Terms in the 12 months immediately preceding the event giving rise to the claim.

16.4 Allocation of risk

The parties acknowledge that the limitations and exclusions in this section 16 reflect a fair allocation of risk between them, having regard to the Fees payable for the Service and the commercial context of these Terms.

17. Indemnities

17.1 ADL Consulting indemnity

ADL Consulting will defend you against any third-party claim that your use of the Service in accordance with these Terms infringes that third party's Intellectual Property Rights in the United Kingdom, and will indemnify you against the amounts finally awarded by a court of competent jurisdiction, or agreed in settlement, in respect of any such claim, subject to section 17.3.

ADL Consulting's obligation under this section 17.1 does not apply to the extent the claim arises from: (a) Customer Data; (b) your use of the Service in breach of these Terms; (c) your combination of the Service with any product, service or material not provided by ADL Consulting; or (d) any modification of the Service by anyone other than ADL Consulting.

17.2 Customer indemnity

You will defend ADL Consulting against any third-party claim arising out of or in connection with: (a) Customer Data, including any allegation that Customer Data infringes the rights of, or has caused harm to, a third party; (b) your breach of these Terms (including your acceptable-use obligations under section 6 and your warranties under section 7.3); or (c) your use of the Service in a manner not authorised by these Terms. You will indemnify ADL Consulting against the amounts finally awarded by a court of competent jurisdiction, or agreed in settlement, in respect of any such claim, subject to section 17.3.

17.3 Indemnity procedure

The indemnities in this section 17 are conditional on the indemnified party (a) giving the indemnifying party prompt written notice of the claim, (b) giving the indemnifying party sole control over the defence and settlement of the claim (provided that no settlement that imposes any obligation on the indemnified party may be entered into without the indemnified party's prior written consent, not to be unreasonably withheld), and (c) providing reasonable cooperation in the defence at the indemnifying party's expense.

18. Beta and Preview Features

From time to time, ADL Consulting may make features, products or services available to you that are designated as "beta", "preview", "in development" or similar ("Beta Features"). Beta Features are provided to you for evaluation purposes only and on an "as is" basis, without any warranties or service-level commitments. We may modify, suspend or discontinue any Beta Feature at any time, with or without notice. Sections 15.2, 15.4 and 16 apply to Beta Features, and to the maximum extent permitted by law our liability for Beta Features is excluded.

19. Changes to These Terms

We may update these Terms from time to time. When we do, we will post the updated Terms on our website and update the "Last updated" date at the top of this document. Minor changes (such as clarifications, typographical corrections, or changes that do not materially reduce your rights) take effect immediately.

For changes that materially affect your rights or obligations, we will give you at least 30 days advance notice by email or through the Service. If you do not accept a material change, you may terminate these Terms by written notice given before the change takes effect, in which case we will refund any Fees you have paid for the unused portion of the then-current Subscription Term. Your continued use of the Service after a material change takes effect constitutes your acceptance of the updated Terms.

20. General Provisions

20.1 Notices

Any notice given under these Terms must be in writing and sent to the other party's registered office (in the case of ADL Consulting) or to the contact details on the recipient party's Account (in the case of the Customer). Notices to ADL Consulting may also be sent by email to legal@adlconsulting.co.uk. A notice sent by email is deemed received at the time of transmission, unless it is sent outside normal UK business hours, in which case it is deemed received at the start of the next business day.

20.2 Assignment

You may not assign, transfer, sub-contract or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms in whole or in part to any of our group companies, or in connection with a merger, acquisition, financing or sale of all or substantially all of our assets, on written notice to you.

20.3 Subcontracting

We may subcontract the performance of any of our obligations under these Terms. We remain responsible to you for the acts and omissions of our subcontractors as if they were our own.

20.4 Force majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, fire, flood, earthquake, industrial action (other than by its own workforce), failure of utilities, failure of a third-party telecommunications or internet provider, or any act or order of any government or regulatory authority. The affected party will give prompt notice to the other party and will use reasonable endeavours to mitigate the effect of the event.

20.5 Waiver

No failure or delay by either party to exercise any right or remedy under these Terms will operate as a waiver of that right or remedy. A waiver is only effective if given in writing.

20.6 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be severed and the remainder of these Terms will continue in full force and effect.

20.7 Entire agreement

These Terms (together with the documents referred to in section 1) constitute the entire agreement between you and ADL Consulting in relation to the Service and supersede all previous agreements, representations and understandings between the parties relating to the same subject matter. Each party acknowledges that it has not entered into these Terms in reliance on any statement or representation that is not expressly set out in them, other than for fraud.

20.8 Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

20.9 Relationship of the parties

Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

21. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

22. How to contact us

For questions about these Terms, please contact: