Partner trading terms
Version 1.2
These Trading Terms apply to Partners and cover the commercial mechanics of browsing, ordering and paying on the Platform. They should be read together with the Platform Terms of Use (which covers definitions, ISP's role, how Suppliers are shown to Partners, non-circumvention, and general conduct and governing law) and the Privacy Notice. Where there is a conflict, these Trading Terms take precedence on the trading matters they cover; the Platform Terms of Use take precedence on platform-wide matters.
1. Account Registration
Partner shall provide accurate registration information, keep it current, and is responsible for all activity under its account, including any authorised sub-users or API consumers it registers. ISP may verify Partner's business registration before activating an account, and may suspend access pending verification, as further described in the Privacy Notice.
2. Orders, Basket & Fulfilment Workflow
Partner may add Products to a basket and submit an Order when ordering is open on the Platform. Submitting an Order is an offer to buy the Products from the relevant Supplier, which ISP passes to the Supplier as its agent; the contract of sale is made when the Supplier confirms the Order. Each Order moves through the stages shown on the Platform (Requested, Confirmed, Shipped, In transit, Delivered), and may be cancelled; ISP passes an Order to the Supplier once it is paid for as set out in the Partner Trading Terms, with a date by which to dispatch it, and ISP confirms delivery. Where Partner's team requires approval of an Order, it is placed once approved. ISP may, acting reasonably, override an Order's status where necessary to resolve a dispute or fulfilment issue.
ISP does not guarantee that any listed Product remains available, or that a Supplier will confirm a given Order.
Cancellation: an Order, or the part of it not yet shipped, may be cancelled, for example if the Supplier declines it or cannot fulfil it. Partner pays nothing for what is cancelled: any unpaid amount for it is cancelled, and any amount already paid for it is refunded to Partner.
3. Payment Terms
Partner pays ISP, as the Supplier's agent, by bank transfer to the account shown on the Platform and on each invoice; the Platform does not take card or in-app payments. At checkout, Partner chooses one of the payment options offered:
(a) Deposit: 30% of the goods value is payable when the Order is placed, and the Order is passed to the Supplier once it is paid. The remaining 70% (the balance) is payable once the Supplier has confirmed the Order and before the goods are dispatched: the Supplier will not dispatch until the balance is paid.
(b) Payment in advance: the full goods value is payable when the Order is placed, and the Order is passed to the Supplier once it is paid.
Freight: where freight for an Order is arranged through the Platform (the Supplier requests quotes from logistics providers through the Platform and awards one), the freight is charged to Partner at the amount awarded, in addition to the goods, and is payable on its invoice. The Order's Incoterm and freight are shown to Partner on the Platform.
Invoices: each Order is invoiced in the Supplier's name, issued by ISP on the Supplier's behalf, showing what has been paid by deposit, balance or in advance.
Trade credit: trade credit (buying on payment terms) is not offered at launch. If it is offered later, for example through a third-party credit provider, its terms will be set out on the Platform and agreed before use.
All amounts are exclusive of any value added tax or other tax or duty, which shall be accounted for by the party on whom it falls under Applicable Law. If an amount due is not paid, the Order will not proceed (it is not passed to the Supplier, or not dispatched) and may be cancelled, and Partner's account may be suspended.
4. Pricing, Commission, Customs and Landed Cost
All prices shown to Partner on the Platform are the Supplier's prices to Partner, which include the Commission the Supplier pays ISP; Partner pays no separate fee to ISP. The exception is the first Order placed with a Supplier through the Platform, which is priced at that Supplier's own price, without Commission (other than ISP's currency conversion margin, where one applies), and shown as an introductory price; it applies to whichever Partner places that Order first. Except for that introductory price, Partner has no entitlement to see or negotiate the Supplier's net price. Prices may be shown in GBP, INR, USD or EUR as made available; where currency conversion applies, ISP may apply a conversion margin, details of which are available on request.
Unless otherwise agreed, Products are supplied on the Incoterm (2020 edition) specified for the relevant Order - typically Ex Works (EXW) or Free on Board (FOB). Partner is responsible for import clearance, duty, and compliance in the destination market beyond the point the applicable Incoterm allocates to the buyer, unless the parties agree otherwise in writing. Any landed-cost estimate shown on the Platform is indicative only and is not a binding customs valuation, quotation, or guarantee of actual duty, freight or clearance costs; Partner should obtain its own advice before relying on it commercially.
5. Partner API Access
Where ISP makes API access available and grants it to Partner, that access is read-only, personal to Partner, and subject to the rate limits, authentication requirements and acceptable-use rules published by ISP from time to time. Partner shall not use the API to scrape, reverse-engineer, or to obtain Suppliers' contact details or anything else the Platform does not show, and shall keep any API credentials confidential. ISP may suspend API access for breach of this clause or of the Platform's published API terms.
6. Product Quality, Samples & Inspection
Where the Platform offers sample requests, Partner may request samples before placing a full Order; they may be subject to a fee or minimum order commitment communicated at the time. Partner should inspect samples and satisfy itself as to quality, compliance and fitness for purpose before placing a full Order, since ISP does not independently test or certify Products.
Problems with an Order: if goods arrive damaged, short, or not as described, Partner may report the problem through the Platform within 14 days of delivery, with supporting evidence. ISP shares the report with the Supplier (without identifying Partner), who has 2 working days to respond, and ISP decides the outcome within 10 working days of the report, for example a replacement, a credit note or a refund from the Supplier. Supplier and Partner each agree to be bound by ISP's decision, without prejudice to their rights against each other under the contract of sale. There is no general right to return goods beyond this process or what the Supplier agrees for a specific Order.
7. Intellectual Property
ISP (or its licensors, including Suppliers) owns all intellectual property rights in the Platform, its compiled catalogue data, and the Product images and descriptions shown on it. Partner is granted a limited, non-exclusive licence to use that material internally to evaluate and place Orders, and shall not republish, redistribute or use it for any other purpose (including building a competing catalogue) without ISP's prior written consent.
8. Warranties, Liability and Indemnity
Except as expressly stated in these Terms, ISP provides the Platform "as is" and excludes all other warranties to the fullest extent permitted by Applicable Law. As ISP acts as an intermediary and the Supplier's agent (Platform Terms of Use, clause 2), the quality, safety, legality, and fitness for purpose of any Product is the responsibility of the relevant Supplier as seller, not ISP; ISP's role is limited to the agency, payment collection, privacy and dispute-resolution services described in these Terms and the Platform Terms of Use.
Partner shall indemnify ISP against any loss, liability, cost or claim arising from: (a) Partner's breach of the non-circumvention clause in the Platform Terms of Use; (b) Partner's resale or use of a Product in breach of Applicable Law; or (c) Partner's breach of these Terms.
Subject to Applicable Law, neither party is liable to the other under these Terms for any indirect or consequential loss, or for any loss of profit, revenue or anticipated savings, except as the parties may separately agree. ISP's aggregate liability to Partner under these Terms in any 12-month period is capped at the greater of £2,500.00 or the Commission ISP earned on Partner's Orders in that period.
Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by its negligence, fraud, or any other liability that cannot lawfully be excluded or limited.
9. Term, Suspension and Termination
These Trading Terms apply from the date Partner accepts them (including by ticking the acceptance checkbox during registration) until terminated.
Either party may terminate for convenience on 30 days' written notice. ISP may suspend or terminate Partner's account immediately on notice for breach of these Terms or of the Platform Terms of Use (in particular its non-circumvention clause), non-payment, or if ISP reasonably believes continued access poses a legal or reputational risk.
Termination does not affect Orders already confirmed at the date of termination, which shall be fulfilled and paid for in accordance with these Terms unless the parties agree otherwise. Clause 7 (intellectual property) and clause 8 (liability and indemnity) survive termination, as does the non-circumvention clause in the Platform Terms of Use.
10. General
Entire agreement: these Trading Terms, together with the Platform Terms of Use, the Privacy Notice and any Order-specific terms, constitute the entire agreement between Partner and ISP in relation to their subject matter.
Variation and severability: these Trading Terms may be updated and apply, in each case, as set out in the Platform Terms of Use.
Acceptance: Partner confirms its acceptance of these Trading Terms by ticking the relevant checkbox during registration on the Platform, which constitutes execution of a binding agreement, in addition to its acceptance of the Platform Terms of Use.