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Terms and Conditions

1link e-procurement Trading Platform – Customer Usage Agreement

The Company has set up this Trading Platform pursuant to which Customers are able to purchase a range of Goods from Suppliers who have subscribed to use the Trading Platform as a means of offering such Goods to Customers.

These terms and conditions combined with the Customer Registration Form, if relevant, define the basis on which the Customer may use the Trading Platform (the “Usage Agreement”).

1. Interpretation

1.1 In these terms and conditions unless the context otherwise requires:

“Business Day” means a day other than a Saturday, Sunday or public or bank holiday in England;
“Cancellation” means an Order or part of an Order that is cancelled by the Customer as described in clause 3.10;
“Commencement Date” means the day on which the Customer agrees to these terms and conditions or the date of the Customer Registration Form completed by the Customer, as appropriate;
“Company” means epyx Limited;
“Customer” means the organisation defined on any relevant Customer Registration Form. It includes any registered user created on the Trading Platform or authorised to use the Trading Platform by the Customer along with any person who the Company reasonably believes is acting with the Customer’s authority or knowledge;
“Customer Registration Form” means the form that may be signed by a Customer to register to the Trading Platform;
“Delivery” means each single delivery of Goods, as recorded via the Trading Platform by the relevant Supplier;
“Delivery Notification Date” means the date that the Trading Platform is updated by the relevant Supplier confirming a Delivery;
“Dispute” means a dispute as recorded via the Trading Platform by the Customer in respect of a Delivery, within seven (7) days of the relevant Delivery Notification Date, as described in clause 3.11;
“Goods” means any of the products or services which are offered for sale by a Supplier via the Trading Platform and which may be the subject of an Order or Delivery;
“Intellectual Property Rights” means all the interests and rights of any nature whatsoever to and in any intellectual property, whether such rights and interests exist at the time of the Usage Agreement or come into existence afterwards, including without limitation: copyright (including copyright in software) database rights, designs, inventions, know-how, confidential information and any application for and registrations of them and the right to apply for any form of protection for any of these things and rights in every part of the world;
“Internet” means the global data network comprising interconnected networks using TCP/IP (“Transmission Control Protocol/Internet Protocol”);
“Invoicing and Payment Collection Services” means the services described in clause 6;
“Licence” shall have the meaning defined in clause 2;
“Order” means an order for any Goods which is submitted by the Customer to a Supplier, and accepted by that Supplier, via the Trading Platform;
“Party” means the Customer or the Company or any representative thereof;
“Return” means the return to the relevant Supplier of Goods that are the subject of a Delivery, unless such Goods are defined as being non-returnable, as recorded via the Trading Platform and as described in clause 3.13, and which may result in a Return Charge;
“Return Charge” means the charge, as specified by the relevant Supplier and displayed, where relevant, to the Customer when placing an Order, in respect of any Return;
“Software” means the program(s) which will be made available by the Company to the Customer for use by the Customer to gain access to the Trading Platform;
“Supplier” means a person or organisation licensed by the Company to use the Trading Platform under a contract for the primary purpose of supplying Goods to users of the Trading Platform;
“Term” means the period starting on the Commencement Date and continuing until such time as the Usage Agreement is terminated by either Party pursuant to clause 9;
“Trading Platform” means the electronic trading platform entitled 1link e-procurement, including any computer or mobile device applications, or interfaces as may be authorised by the Company to connect to 1link e-procurement, which may be accessed via url www.1link.co.uk to which the Usage Agreement relates including the Software and any and all documentation supplied by the Company;

1.2 The Usage Agreement sets out the entire agreement between the Customer and the Company in relation to use of the Trading Platform by the Customer.

1.3 In the Usage Agreement, unless stated otherwise:
1.3.1 any gender includes all genders and references to the singular shall include reference to the plural and vice versa.
1.3.2 any reference to either Party shall include a reference to that Party’s employees, agents, sub-contractors and permitted assigns.
1.3.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.3.4 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.3.5 any reference to time means the time in England;
1.3.6 “in writing” or “written” shall include includes facsimile transmission, email and comparable means of communication; and
1.3.7 any reference in the Usage Agreement to a statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

2 Provision of a Licence to use the Trading Platform

2.1 The Company reserves the right to refuse the Customer access to the Trading Platform at any time.

2.2 Subject to clause 2.1, the Company agrees to grant the Customer a non-exclusive licence (the “Licence”) to use the Trading Platform, subject to the Customer's compliance with the terms and conditions of the Usage Agreement.

2.3 The Usage Agreement does not include the provision of telecommunication services necessary for connection to the Trading Platform. Accordingly, the Customer is responsible for arranging the appropriate telecommunications service and suitable hardware or communications equipment necessary to enable access to the Trading Platform.

3 Terms of Licence

3.1 The Customer must not transfer, assign or sub-licence the right to use the Software or Trading Platform or attempt to do so.

3.2 The Licence may not be transferred or assigned without the prior written agreement of the Company.

3.3 The Trading Platform must not be used:
3.3.1 fraudulently or in connection with a criminal offence;
3.3.2 to send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, design right, patent right, confidence, privacy or any other rights;
3.3.3 to cause annoyance, inconvenience or needless anxiety whether to the Company, any Supplier or any other person by any means;
3.3.4 to submit to the Trading Platform any advertising or promotional material that has not been approved by the Company;
3.3.5 other than in accordance with the acceptable use policies of any networks which the Customer uses to connect to the Trading Platform; or
3.3.6 in a way, whether knowingly or otherwise, which would impair the operation of the Trading Platform or put it in jeopardy.

3.4 All Intellectual Property Rights in the Software and the Trading Platform remain the property of the Company or its licensors.

3.5 Without written consent and without affecting any applicable statutory rights under the Copyright, Designs and Patents Act 1988 (as amended by the Copyright (Computer Program) Regulation 1992) the Customer must not and must not permit any other person to:
3.5.1 disassemble, reverse engineer, decompile or in any other way interfere with the Software;
3.5.2 modify the Software;
3.5.3 copy, reproduce, download or make the Software available online;
3.5.4 create any new software partly or wholly based on the Software or otherwise commercially exploit the Software for any purpose.

3.6 The Customer must tell the Company immediately if any third party makes or threatens to make any claim or issue legal proceedings against the Customer or the Company relating to the use of the Trading Platform and the Customer will provide written details of the complaint and will, upon request, immediately stop the act or acts complained of.

3.7 The Customer’s use of the Trading Platform is solely at the Customer's risk. In so doing, the Customer is solely responsible for validating the credentials of each Supplier together with all other matters which may relate to the Supplier before entering into any contract for the purchase of any Goods with such Supplier via the Trading Platform. The Customer acknowledges that the Company is neither the buyer nor the seller of Suppliers’ Goods.

3.8 If the Customer uses the Trading Platform to conduct business with any Supplier, any Order placed with the Supplier will be subject to such terms and conditions as the Customer and that Supplier agree, but in any event shall be subject to the Usage Agreement. Further, such contract will be governed by the laws of England (and expressly excluding the United Nations Convention on the Sale of Goods) and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

3.9 The Company does not monitor the content of Suppliers’ catalogues or Suppliers’ websites or any associated websites and any links are provided for convenience only.

3.10 The Customer will be entitled to record a Cancellation via the Trading Platform at any time prior to the relevant delivery of Goods at no cost. Where an Order comprises a minimum order quantity in respect of any Goods, any Cancellation must be for the minimum order quantity, or multiples thereof.

3.11 The Customer may record a Dispute in respect of a Delivery within seven (7) days of the relevant Delivery Notification Date and will use its reasonable endeavours to resolve such Dispute with the relevant Supplier, and not with the Company, in a timely manner. The Customer agrees and accepts that the Company is not obliged to mediate between the Customer and any Supplier or enforce or execute fulfilment of any contract between the Customer and any Supplier. The Customer agrees to record the resolution of any Dispute on the Trading Platform.
A Dispute shall be considered as having been resolved when the relevant Supplier marks the Dispute as such on the Trading Platform. Where the relevant Supplier accepts the return of any Goods that are the subject of a Dispute, no Return Charge shall apply, unless agreed otherwise by the Customer. For the avoidance of doubt, the Customer will not be charged for Goods whilst they are the subject of a Dispute and agreed as such by the relevant Supplier.

3.12 Any dispute with a Supplier in respect of a Delivery following a period of seven (7) days after a relevant Delivery Notification Date shall be resolved directly with the Supplier and not via the Trading Platform. It is the responsibility of the Customer to resolve any disputes in respect to Deliveries with the relevant Supplier though the Company shall, on request, and at the Customer’s cost, provide information available on the Trading Platform as may be relevant in attempting to settle any such dispute. Where such dispute results in a Supplier electing to refund monies to the Customer such refund shall be processed via the Trading Platform.

3.13 The Customer may record a request for a Return in respect of a Delivery within seven (7) days following a relevant Delivery Notification Date. Goods that are the subject of a Return will not be charged to the Customer although the Customer will be required to pay any Return Charge.

4 The Company Obligations

4.1 The Company warrants that use of the Software and Trading Platform will not infringe any third party rights.

4.2 The Company shall maintain and develop the Trading Platform during the Term such that the Customer may search Suppliers’ authorised product catalogues and such that the Customer shall be able to purchase Goods from a Supplier via the Trading Platform.

4.3 The Company will take reasonable steps to ensure that the Software is free of any viruses, but the Company recommends that the Customer uses their own virus protection software at all times when using the Trading Platform and when communicating with any Suppliers via the Trading Platform.

4.4 The Company will take reasonable steps to ensure that the Trading Platform is continuously available during the hours of 07.00 until 19.00 on any Business Day, and that no interruption in access to the Trading Platform relating to an event within the control of the Company during this period is longer than ninety (90) minutes.

4.5 The Company gives no guarantee that the Software and/or the Trading Platform will never be faulty but the Company agrees to use all reasonable endeavours to correct reported faults as soon as the Company reasonably can. Faults should be reported by telephone or electronic mail to the Helpline Support Services as described in clause 20.

4.6 The Customer acknowledges that the Company may vary the technical specification of the Software and the Trading Platform from time to time and offer or carry out updates or modifications to the Software at any time.

4.7 The Company will confirm each Order to the Customer and the relevant Supplier via the Trading Platform.

4.8 The Company will provide the Invoicing and Payment Collection Services in accordance with the provisions of clause 6.


5 The Customer Obligations

5.1 The Customer warrants and undertakes that:
5.1.1 all necessary licences and consents (including those from any third party licensors) have been obtained in order to enable it to access and use the Trading Platform;
5 1.2 it will comply with all legislation, instructions or guidelines issued by regulatory authorities or relevant licensors, instructions issued by the Company and any other codes of practice which relate to its activities on the Trading Platform and/or which are applicable or relevant to the Customer’s business.

5.2 The Customer is expressly responsible for the creation, maintenance, design and configuration of all material or other data the Customer transmits via the Trading Platform and the Customer must ensure that any appropriate approvals or authorities to use such data or information have been obtained where necessary.

5.3 The Customer must ensure that all contact details are included in a clear and legible form on the Trading Platform, and are sufficient for receipt of any enquiries or complaints from any Supplier regarding any information relating to the Customer and any other material which the Customer transmits via the Trading Platform and for the receipt of communications from the Company with regards to the Trading Platform. The Customer further agrees to notify the Company immediately of any changes to the information that it provides, or has already provided, when registering to use the Trading Platform and warrants that all information supplied at the time of registration to the Trading Platform and any changes notified to those details will be true, complete and accurate in all respects. The Customer expressly acknowledges that the Company has the right to disclose the contact details of the Customer to any person with an enquiry or complaint if they are unable to locate those details.

5.4 The Customer expressly agrees that access to Supplier data is provided for the primary purpose of reviewing Suppliers’ catalogues of Goods and creating Orders and that Supplier data accessed via the Trading Platform shall not be passed outside of the Customer’s organisation.

5.5 Whilst the Trading Platform facilitates the purchase of Goods from Suppliers, the Customer agrees that the Company is neither the buyer nor the seller of the Goods and that the Company acts only as the agent of the relevant Supplier in the manner described in clause 6. As such, the Customer agrees and acknowledges that the Company will not, at any stage, have any interest in the title to any of the Goods and that the Company shall not and is not authorised to sell any of the Goods on its own account or on behalf of any Supplier. All contracts formed by the Customer in relation to the purchase of Goods from Suppliers as a result of Orders submitted by the Customer to the Suppliers via the Trading Platform shall, on the acceptance of any such Orders by the relevant Supplier, be formed between the Customer and the relevant Supplier and the Customer acknowledges and agrees that the Company shall assume no responsibility at any time for the specification, quality or product liability in respect of any Goods, which claims and liability shall at all time remain with the relevant Supplier.

5.6 The Customer shall establish and maintain at all times during the Term a direct debit mandate which shall entitle the Company to collect all amounts due by the Customer, including payment for Deliveries, pursuant to clause 6. If the Customer suspends a relevant direct debit mandate without arranging a valid replacement mandate, then they agree not to create any Orders thereafter, and should they fail to do so, they agree that the Company may cancel any such Orders without notice.

5.7 The Customer confirms that its users of the Trading Platform, when placing Orders, have appropriate authority to placing such Orders and to committing the Customer to the payment of Goods delivered.

5.8 The Customer agrees that Disputes, Cancellations and Returns shall be recorded on the Trading Platform for legitimate purposes only and that if, in the reasonable opinion of the Company, the level of Disputes, Cancellations and Returns is considered to be excessive or unreasonable, this will be deemed unacceptable by the Company and may lead to suspension or termination of the Usage Agreement.

5.9 In respect of each Delivery, the Customer agrees to inspect any Goods purchased from a Supplier immediately upon receipt to ensure that the Goods accord with the description given by the relevant Supplier in their catalogue. Further, the Customer shall, up until title passes to the Customer, put in place commercially appropriate administrative and technical safeguards and security precautions no less protective than it would with respect to its own goods and property to protect such Goods against loss or damage.

5.10 The Customer agrees to indemnify the Company and keep the Company indemnified fully and effectively against all actions, proceedings, claims, demand, damages and costs (including legal costs, other direct costs and consequential losses, on a full indemnity basis) incurred directly or indirectly as a result of any breach of its obligations set out in this Usage Agreement and/or in relation to any Goods which are purchased by the Customer from any Supplier via the Trading Platform.

6 Fees and Invoicing and Payment Collection Services

6.1 Although the Company does not charge any fees to the Customer for use of the Trading Platform, it reserves the right to do so in the future and any change to this position will be notified to the Customer in advance of such change.

6.2 The Customer acknowledges that the Company has the right to instigate normal credit checks if the Company, in their sole discretion, deems this to be appropriate and to disclose the Customer’s details to a credit reference agency for the purpose of assisting with credit decisions and fraud prevention.

6.3 The Customer acknowledges that each Supplier has appointed the Company to perform the services described in clauses 6.3 to 6.10 (the “Invoicing and Payment Collection Services”) as their agent. This appointment does not affect the Customer’s rights and obligations as described within these terms and conditions. The Customer expressly accepts that the Company is therefore responsible for invoicing the Customer for the Goods and for collecting the invoice value from the Customer by direct debit in accordance with the provisions of this clause.

6.4 The Customer expressly confirms that they are registered for Value Added Tax (“VAT”) in the United Kingdom and that the VAT registration number provided on-line or off-line on the Customer Registration Form is correct. The Customer will notify the Company immediately if the VAT registration is cancelled or a new VAT Registration Number is issued.

6.5 The Customer agrees that seven (7) days after a Delivery Notification Date, if neither a Dispute nor a Return is recorded in respect of the relevant Delivery, the Delivery will be deemed to have been accepted by the Customer and the Company will raise an invoice in respect of the Delivery pursuant to clause 6.6.

6.6 Subject to clause 3.11 and 3.13, the Company shall in its own name but as agent of and on behalf of the relevant Supplier; following seven (7) days after the Delivery Notification Date of each Delivery and always providing that no outstanding Dispute exists in relation to the Delivery; or, following a Dispute being marked as resolved on the Trading Platform by the relevant Supplier after seven (7) days of the Delivery Notification Date of each Delivery; or, immediately in the case of a Return;
6.6.1 generate an invoice to the Customer for the full value of each Delivery which shall refer to the value of the relevant Goods and any delivery charges; or in the case of a Return, the value of any applicable Return Charge; and
6.6.2 submit such invoice to the Customer electronically via the Trading Platform; and
6.6.3 following the submission of the invoice, instigate collection from the Customer via direct debit mandate an amount equal to the value of the invoice.

6.7 Following the collection of cleared funds from the Customer in relation to a Delivery, the Company shall instigate the transfer to the relevant Supplier of the full value of the sums collected by the Company from the Customer in relation to such Delivery.

6.8 The Company will use reasonable endeavours to ensure the timescales shown in this clause 6 are adhered to, but the Company cannot be held responsible for any minor variations to these dates that may arise.

6.9The Customer acknowledges that the Company plays no part in the Order fulfilment or Delivery and as such fully indemnifies the Company against claims for the refund of monies paid in respect of Deliveries for whatever reason.

6.10 In any event of financial indebtedness which may be suffered by the Company as a result of any action or inaction on the part of the Customer, the Company shall be entitled to claim a late payment surcharge from the Customer equal to 8% p.a. of the value of such financial indebtedness or, if greater, 5% above the prevailing Bank of England base rate or alternative rate that may exist from time to time.

7 Security

7.1 In order to access the Trading Platform the Customer may be issued with a set of access credentials. The issue and control of access credentials relating to use of the Trading Platform by employees or agents of the Customer is solely the responsibility of the Customer and the Customer is responsible for the security and proper use of all such access credentials and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to other people. The Company may periodically require the Customer to change the access credentials, or may change the access credentials on behalf of the Customer, and shall notify the Customer accordingly.

7.2 If the Customer forgets any access credentials, the Customer must contact the Company’s Support Centre by telephoning the Helpline Support Services as described in clause 20 and upon satisfaction of such security checks as the Company may determine, the Customer will be given new access credentials to enable use of the Trading Platform.

7.3 The Customer must inform the Company immediately if there is any reason to believe that any access credentials have become known to someone not authorised to use them or if any access credentials are being or are likely to be used in an unauthorised way.

8 Data Protection

8.1 In this clause 8, the following definitions apply:

“Categories of Data Subject” has the meaning as set out in the Data Protection Appendix.
“Data Protection Appendix” means the data protection appendix which forms part of the Usage Agreement.
“Data Protection Legislation” means GDPR and the Privacy and Electronic Communication Regulations 2003, any amendment, consolidation or re enactment thereof, any legislation of equivalent purpose or effect enacted in the United Kingdom, or, where relevant, the European Union, and any orders or binding guidelines and instructions issued under any of the above by relevant national authorities, a judicial authority in England and Wales or, where relevant, a European Union judicial authority.
“Data Subject” has the meaning given to it in the Data Protection Legislation.
“Duration of Processing” has the meaning as set out in the Data Protection Appendix.
“GDPR” means the General Data Protection Regulations (EU) 2016/679 as in force from time to time.
“Nature of Processing” has the meaning as set out in the Data Protection Appendix.
“Personal Data” has the meaning given to it in the Data Protection Legislation.
“Purpose of Processing” has the meaning as set out in the Data Protection Appendix.
“Subject Matter of Processing” has the meaning as set out in the Data Protection Appendix.
“Types of Personal Data” has the meaning as set out in the Data Protection Appendix.

8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 sets out the obligations and responsibilities of the Customer and the Company in respect of data protection but is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

8.3 Save for as set out in clause 8.8, the parties acknowledge that in respect of the processing of Personal Data on behalf of the Company, then for the purposes of the Data Protection Legislation, the Company is the data controller and the Customer is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation) and the following clauses 8.4 to and including clause 8.7 shall apply to such relationship.

8.4 Save in respect of clause 8.8, where the Customer processes Personal Data as a data processor on behalf of the Company then for the purposes of the Data Protection Legislation the Customer and the Company agree that:
8.4.1 the subject matter of the processing is the Subject Matter of Processing;
8.4.2 the nature of the processing is the Nature of Processing;
8.4.3 the purpose of the processing by the Customer is the Purpose of Processing;
8.4.4 the duration of the processing is the Duration of Processing;
8.4.5 the type(s) of Personal Data to be processed are the Types of Personal Data; and
8.4.6 the categories of Data Subject are the Categories of Data Subject.

8.5 Without prejudice to the generality of clause 8.2, the Customer shall, in relation to any Personal Data processed in connection with the performance by the Customer of its obligations under this Usage Agreement:
8.5.1 process that Personal Data only on the written instructions of the Company (which for the avoidance of doubt includes the provisions and obligations included in this Usage Agreement), unless the Customer is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Customer to process Personal Data (Applicable Laws). Where the Customer is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Customer shall promptly notify the Company of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Customer from so notifying the Company;
8.5.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures and such measures may include those set out in Article 32 of the GDPR;
8.5.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
8.5.4 not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Company has been obtained and the following conditions are fulfilled:
8.5.4.1 the Customer or the Company has provided appropriate safeguards in relation to the transfer;
8.5.4.2 the Data Subject has enforceable rights and effective legal remedies;
8.5.4.3 the Customer complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
8.5.4.4 the Customer complies with reasonable instructions notified to it in advance by the Company with respect to the processing of the Personal Data;
8.5.5 assist the Company, at the Customer's cost, in responding to any request from a Data Subject to exercise their rights under the Data Protection Legislation;
8.5.6 assist the Company, at the Customer's cost, in ensuring compliance with the Company’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, subject always to the nature of processing and the information available to the Customer;
8.5.7 notify the Company within 24 hours of becoming aware of a Personal Data breach;
8.5.8 at the written direction of the Company, delete or return Personal Data and copies thereof to the Company on termination of this Usage Agreement unless required by applicable laws to store the Personal Data;
8.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 8;
8.5.10 allow for audits by the Company or the Company's designated auditor on reasonable notice and assist with such audits; and
8.5.11 immediately inform the Company if the Customer is asked to do something which infringes the Data Protection Legislation.

8.6 The Customer shall obtain the Company’s prior written consent to any appointment of a sub-processor and the Customer confirms it will enter into a written agreement with any sub-processors, such agreement to include as a minimum the contractual terms which are required to be included under the Data Protection Legislation.

8.7 As between the Customer and the Company, the Customer shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to clause 8.6.

8.8 The parties acknowledge that for the purposes of the Data Protection Legislation, and in respect of the business contact details of the Customer’s employees, agents and sub-contractors who are using the Trading Platform on behalf of the Customer, the Company will act as data controller and shall process such Personal Data only for the purposes of contract administration, providing the Trading Platform and for marketing. In order to provide the Trading Platform the Company may disclose such Personal Data to Suppliers of the Trading Platform and to other members of the Company’s group of companies.

9 Termination and Suspension

9.1 Unless otherwise agreed in writing, this Usage Agreement and the provision of the Trading Platform, or any element thereof, including any optional service, may be terminated by either Party serving notice to the other Party at any time.

9.2 The Company can suspend the rights of the Customer to use the Trading Platform and/or terminate this Usage Agreement (or both) with immediate effect on giving notice:
9.2.1 for contravention by the Customer of the terms and conditions of the Usage Agreement, and in such instance the Company will not restore the Customer's rights to access and use the Software and the Trading Platform until the Company receives an adequate assurance from the Customer that there will be no further contravention;
9.2.2 for operational reasons, suspend the Trading Platform, in which instance the Company will give the Customer as much notice as is reasonably practical and shall use reasonable endeavours to restore the Trading Platform as soon as reasonably practical;
9.2.3 if the Company reasonably believes that the Customer‘s use or operation of the Trading Platform contravenes the commercial aims and objectives of the Trading Platform or otherwise undermines the integrity or performance of the Trading Platform;
9.2.4 in circumstances where the Customer has not accessed the Trading Platform for an elapsed period of 90 days;
9.2.5 in circumstances where the Customer has not purchased any Goods via the Trading Platform in any 12 month period;
9.2.6 in the event of any bankruptcy, administration or insolvency proceedings brought against the Customer or if the Customer does not make any payment under a judgement of a Court on time, or the Customer makes an arrangement with creditors, or a receiver or administrator is appointed over, any of the assets or the Customer goes into liquidation.

9.3 In the event that the Usage Agreement is suspended or terminated for any reason, the rights of the Customer to purchase Goods via the Trading Platform shall be suspended immediately, and the Company shall configure the Trading Platform to prevent the Customer from placing any further Orders with Suppliers. Further, all Orders that have not resulted in a Delivery shall be automatically cancelled. Save as in circumstances where the Company is terminating the Usage Agreement for fraud on the part of the Customer, the Customer’s obligations will remain in effect after such termination to the extent necessary to process any Deliveries for which payment has not been collected before the notice of suspension and/or termination took effect and the Customer agrees to fulfil its obligations under clause 6 of the Usage Agreement in full.

9.4 No delay, forbearance or indulgence in acting upon a breach of the Usage Agreement by the Customer, will be regarded as a waiver of the Company’s rights in respect of that or any subsequent breach.

10 Liability

10.1 Except as expressly provided in these terms and conditions, all warranties, statements, terms and conditions or undertakings which may be implied by statute, common law, custom or trade or otherwise, other than any liability in respect of death, personal injury or fraudulent misrepresentation, are hereby excluded and this clause 10 specifies the entire liability of both Parties under the Usage Agreement, including liability for negligence.

10.2 The Trading Platform is provided on an "as is" basis. The Company makes no other representations or warranties of any kind, express or implied, including without limitation: (a) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Trading Platform will meet the Customer’s requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) the information, content or Goods included on the Trading Platform will be as represented by Suppliers, available for sale at the time of listing, lawful to sell, or that Suppliers will perform as promised. (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of the Company. To the full extent permissible under applicable law, the Company disclaims any and all such warranties.

10.3 As the Company is neither the buyer nor the seller of any Suppliers’ Goods, if a dispute arises between the Customer and any Supplier, the Customer releases the Company (and its employees, representatives and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

10.4 To the fullest extent permitted at law, the Company will not be liable (whether in contract, tort (including negligence, or under any statutory implied term) for any damages of any kind including without limitation direct, indirect, incidental, punitive, special and consequential damages (including, without limitation, loss of profits, loss of revenue or loss of data) arising out of or in connection with this Usage Agreement, the Trading Platform, the inability to use the Trading Platform or those resulting from any Goods purchased or obtained or transactions entered into the Trading Platform, whether or not the Company has been advised of the possibility of such damage.

10.5 If the Company fails to comply with any term of this Usage Agreement, or is negligent, the Customer may be entitled to recover compensation for any costs suffered. However, whilst the Customer acknowledges that the Company accepts liability for death, personal injury or fraudulent misrepresentation, the Company shall not be required to compensate the Customer for loss caused by anything beyond the Company’s reasonable control and therefore:
10.5.1 as the Company has no control over the information which can be transmitted by the Customer and/or any Suppliers using the Trading Platform and as the Company does not examine the use to which the Customer or any Suppliers put the Trading Platform or the nature of the information the Customer or Suppliers are sending or uploading, the Company therefore excludes all liability of any kind for:
10.5.1.1 any incorrect use by, or operator error on the part of, the Customer or their employees, contractors or agents of the Trading Platform;
10.5.1.2 the transmission, publishing or reception of any information via the Trading Platform or accuracy or quality of any such information, including the pricing or specification of any Goods;
10.5.1.3 any act, omission, default or error by the Customer or their payee account holder, or on their behalf, or their payee’s account holder’s behalf, by a third party;
10.5.1.4 the terms of any contract or other agreement concluded between the Customer and any Supplier;
10.5.1.5 any fault or defect which is beyond the control of the Company.

10.6 The Company shall have no liability to the Customer in respect of any Intellectual Property Infringement to the extent the same is due to any unauthorised alterations, modification or adjustment to the Software without the Company’s consent.

10.7 Subject to clauses 10.1 to 10.4 the Company shall indemnify the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Trading Platform by the Customer during the currency of this Usage Agreement infringes the Intellectual Property Rights of the said third party (“Intellectual Property Infringement”) provided that:
10.7.1 the Customer gives notice to the Company of any Intellectual Property Infringement forthwith of becoming aware of the same;
10.7.2 the Customer gives the Company the sole conduct of the defence, claim or action in respect of any Intellectual Property Infringement and not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the Company’s express instructions; and
10.7.3 the Customer acts in accordance with the Company’s reasonable instructions and gives the Company such assistance that the Company shall reasonably require in respect of conduct of the said defence.

10.8 Each provision of this clause 10 operates separately in itself and survives independently of the others.

11 Variation

11.1 this Usage Agreement may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in the remainder of this clause.

11.2 The Company may change the terms and conditions of the Usage Agreement, in its sole and absolute discretion, at any time upon giving the Customer, via e-mail to the e-mail address registered on the Trading Platform by the Customer for the purpose of receiving such notices, at least seven (7) days’ notice of such changes before they take effect, or immediately if required to do so by law. Any changes will be effective upon publishing of the revisions on the Trading Platform.

11.3 The Customer’s continued use of the Trading Platform following the Company’s publishing of any changes to the Usage Agreement will constitute acceptance of such changes. The Customer’s remedy should they not agree with any changes to the Usage Agreement is to discontinue use of the Trading Platform.

12 Force Majeure

12.1 The Company shall not be liable for any delay or failure to perform its obligations if such delay and failure is due to something beyond its reasonable control.

13 Notices

13.1 The Company may issue notices to the Customer in writing or to the email address provided by the Customer when registering to the Trading Platform or as may be updated by the Customer from time to time and displayed on the Trading Platform.

13.2 The Customer may send notices to the Company at: Epyx Limited, Heath Farm, Hampton Lane, Meriden, CV7 7LL. Any notice sent by the Customer to the Company should be sent by registered post.

14 Confidentiality

14.1 All information supplied to the Company by the Customer in connection with the Usage Agreement which may reasonably be considered as commercially sensitive shall not be disclosed to any third party unless required by the laws of any competent jurisdiction or by any national or international regulatory authority or is necessary for the proper performance of the Parties’ respective obligations under the Usage Agreement. This obligation of confidentiality will not apply to any information which is in the public domain or was known by the recipient prior to disclosure pursuant to the Usage Agreement, or is designed to be distributed or displayed in relation to the intended use of the Trading Platform as defined by the Company.

14.2 The Customer may not undertake any marketing or public relations activity in connection with its subscription to the Trading Platform without the Company’s prior approval.

15 Bribery

15.1 The Customer and the Company agree to adhere to the provisions of the Bribery Act 2010 (the "Relevant Requirements") and in particular warrant that no financial or other advantage that would contravene the Relevant Requirements has been offered either directly or indirectly from one party to the other party in exchange for the arrangement or performance of any part of the Usage Agreement.

15.2 Both Parties shall maintain in place their own policies and procedures to ensure compliance with the Relevant Requirements and shall promptly report to the other party any request or demand for any undue financial or other advantage that would contravene the Relevant Requirements received in performance of their obligations under the Contract.

15.3 If any breach of this clause 15 is suspected or known the suspecting party shall notify the other party of such suspected or known breach immediately.

16 Third Party Rights

16.1 No term of the Usage Agreement is intended to confer a benefit on, or be enforceable by, any person other than the Customer and the Company. Accordingly, any person who is not Party shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Usage Agreement.

17 Severable Conduct

17.1 If any court or competent authority finds that any of the terms of this Usage Agreement (or any part of any term) is invalid, illegal or unenforceable as drafted, that term or part-term shall, to the extent required, be deemed to be deleted and the validity and enforceability of the other terms shall not be affected.

17.2 If any invalid, unenforceable or illegal provision of the Usage Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

18 Waiver

18.1 A waiver of any right or remedy under the Usage Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a Party to exercise any right or remedy provided under the Usage Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19 Use of Data

19.1 The Company will collect specific data about the Customer when they register for the Trading Platform and when the Customer transmits or receives information via the Trading Platform and the Customer expressly acknowledges that the Company and any member of the group of companies of which the Company is a member may use such data or information (excluding any Personal Data) for publicity purposes or for the purposes of encouraging other customers and Suppliers to transact via the Trading Platform or as otherwise permitted through proper use of the Trading Platform.

19.2 The Customer agrees that the Company may collate data (excluding any Personal Data) from the Trading Platform in order to provide analysis and reports for the benefit of the Company, the Customer, Suppliers and third parties.

19.3 The Company and Suppliers may use “cookies” to collect information. A cookie is a small data file that is written into a visitor’s hard drive for the purposes of record keeping and to make improvements.

19.4 For the avoidance of doubt it is the Customer’s responsibility to maintain a full and accurate record of all data (including Personal Data and invoices) transmitted through the Trading Platform. The Company reserves the right to delete any such data in accordance with its retention policy, a copy of which is available on request from the Company.

20 Support

Helpline Support Services:
Call 08700 11 88 00

21 Assignment and Sub-contracting

21.1 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights or obligations under the Usage Agreement.
21.2 The Customer may not assign, transfer, charge or sub-contract or deal in any manner with any or all of its rights or obligations under the Usage Agreement without the prior written consent of the Company.

22 Slavery

22.1 The Customer and the Company agree to adhere to the provisions of the Modern Slavery Act 2015 (the “Relevant Requirements”) and shall promptly report to the other party if in breach, or likely to breach, the Modern Slavery Act 2015 (“the MSA”), or if it receives a communication from any person alleging breach of the MSA in the arrangement or performance of any part of the Trading Platform set out in the Usage Agreement.

22.2 Both Parties shall maintain in place their own policies and procedures to ensure compliance with the Relevant Requirements.

22.3 Both Parties shall ensure that all sub-contractors shall be bound in writing by terms equivalent in all respects to those set out in this clause. Both Parties shall provide evidence in writing of their compliance with this clause promptly on request.

22.4 Both Parties shall provide on written request a statement setting out the steps that have been taken during the previous year to ensure that the activities prohibited by the MSA are not taking place in their business or in their supply chain, such statement to include, as a minimum, information on the following:
22.4.1 details of its supply chain;
22.4.2 confirmation of whether it is required (independently of this Usage Agreement) to comply with Section 54 of the MSA;
22.4.3 any policies that it has relating to compliance with the MSA;
22.4.4 the parts of the business and supply chain where there is a risk of the activities prohibited by the MSA taking place and the steps it has taken to assess and manage that risk;
22.4.5 its effectiveness in ensuring that the activities prohibited by the MSA are not taking place in business or the supply chain measured against such performance indicators as it has set for Itself; and
22.4.6 details of the training about the activities prohibited by the MSA that are provided to its staff.

22.5 Breach of this clause shall be deemed to be a material breach of the Usage Agreement.

23 Law and Jurisdiction

23.1 the Usage Agreement and any dispute or claim (including any non-contractual dispute or obligation) arising out of or in connection with it or its subject matter or formation shall be governed by the laws of England and Wales.

23.2 The Customer and the Company irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any claim or dispute (including any non-contractual dispute or obligation) that arises out of or in connection with the Usage Agreement.

Data Protection Appendix to Customer Usage Agreement for 1link E-Procurement Trading Platform
1. Processing by the Customer as data processor
1.1 Subject Matter of Processing
The processing of Personal Data is required for the Customer and Suppliers to receive the benefit of the Trading Platform.
1.2 Nature of Processing
The Customer will process Personal Data on behalf of the Company in order for the Customer to enter into transactions via the Trading Platform.
1.3 Purpose of Processing
The Customer processes Personal Data on behalf of the Company in order that the Customer and Suppliers may obtain the benefit of the Trading Platform.
1.4 Duration of the Processing
The Customer will process relevant Personal Data on behalf of the Company for the duration of the Usage Agreement.
2. Types of Personal Data
The following list comprises the types of Personal Data that the Customer may process on behalf of the Company:
* Full name
* Telephone number(s) (including mobile telephone number(s))
* Usernames
* Email address(es)
* Address(es)
* Details of employer
* Job title
3. Categories of Data Subject
The following list comprises the categories of Data Subject to which the types of Personal Data relates:
* Users, employees, agents and sub-contractors of Suppliers of the Trading Platform.

1link e-procurement customer terms and conditions V2