Platform terms of use
Version 1.1
This is the master Platform Terms of Use, accepted by every Supplier and every Partner. It governs the Platform generally - who ISP is, how Suppliers are shown to Partners and how non-circumvention works, general conduct, and governing law. It is designed to be read together with the Supplier Trading Terms or Partner Trading Terms (whichever applies to you), which cover the commercial mechanics of buying and selling, and the Privacy Notice, which covers how ISP handles personal data. Where there is a conflict on a trading-specific matter (pricing, payment, fulfilment), the relevant Trading Terms take precedence; on platform-wide matters (this document's own subject matter), these Platform Terms of Use take precedence.
1. Definitions & Interpretation
"Platform" means ISPCatalogue.com and any related apps or APIs operated by ISP. "ISP" means Indus Strategic Partners Ltd. "Supplier" means a business registered to list Products for sale on the Platform. "Partner" means a business registered to browse and order Products via the Platform. "Products" means the goods listed on the Platform. "Order" means a Partner's order for Products from a Supplier, placed through the Platform. "Commission" means ISP's fee for its services as the Supplier's agent, paid by the Supplier as described in the Supplier Trading Terms. "Trust Tier" means the Unverified, Verified or Audited status assigned to a Supplier following verification. "Confidential Information" means non-public business, technical or commercial information disclosed under these Terms. "Applicable Laws" means all laws, regulations and binding codes that apply to a party's activities under these Terms.
2. Role of ISP; Nature of the Platform
ISP operates the Platform as a closed, business-to-business sourcing platform connecting Suppliers with Partners.
ISP is an intermediary, not a seller or buyer of the Products. For each Order, the contract of sale is made directly between the Supplier (as seller) and the Partner (as buyer). ISP acts as the Supplier's commercial agent: it presents the Supplier's Products, passes Orders to the Supplier, issues the Supplier's invoices on its behalf, and collects payment from the Partner on the Supplier's behalf and passes it on, less the Commission. ISP also provides catalogue hosting, and keeps Partners' identities and every party's contact details private as clause 4 describes. Nothing in these Terms makes ISP a party to the contract of sale.
A payment made by the Partner to ISP for an Order is a payment to the Supplier, and discharges the Partner's obligation to pay the Supplier to that extent.
Each Supplier and Partner remains solely responsible for its own compliance with Applicable Laws, including in relation to the import, export, sale, resale and safety of the Products.
3. Eligibility & Account Registration
The Platform is available to businesses only. Each of Supplier and Partner warrants that it is a validly incorporated or registered business entity, accessing the Platform for business purposes and not as a consumer, and is responsible for all activity under its account, including any authorised sub-users or API consumers it registers.
ISP may verify a business's registration and identity before activating its account, and may suspend access pending verification. The specific onboarding documentation required of Suppliers and of Partners is set out in the Supplier Trading Terms and Partner Trading Terms respectively, and how that information is handled is set out in the Privacy Notice.
4. Identity, Privacy & Non-Circumvention
How Suppliers are shown: a Supplier with a Verified or Audited Trust Tier is shown to Partners by its trading name on its Products and its supplier page, with its supplier code, brand story, logo, order and review history and, where the Platform shows Trust Tiers to that Partner, its Trust Tier badge; quotes are shown to Partners by supplier code; an Unverified Supplier is shown by its supplier code, country and Trust Tier only. A Supplier's contact details (such as email addresses, phone numbers, websites and addresses) are never shown to Partners, and Partners are not shown a Supplier's own price or ISP's Commission, in either case whether on the Platform or via any API. Once a Supplier confirms an Order, the Partner is also shown the Supplier's name and address as the seller on that Order's documents (including its invoice).
How Partners are shown: Suppliers are not shown a Partner's name, contact details or other identifying information, on the Platform or via any API. ISP is the Supplier's point of contact for each Order, and goods are delivered to the freight forwarder ISP nominates.
Every Order, request for quote, sample request and other enquiry between a Supplier and a Partner is made through the Platform.
Non-circumvention (Supplier): Supplier shall not, directly or indirectly solicit, approach or transact with any Partner whose identity it learns in connection with an Order, for a period of 36 months from learning it, other than through the Platform, without ISP's prior written consent. Supplier shall not put its contact details, or an invitation to deal outside the Platform, in any listing, brand story, quote, message or other text it writes on the Platform.
Non-circumvention (Partner): Partner shall not contact or transact directly with any Supplier whose Products it has viewed or ordered via the Platform, or whose identity it learns through the Platform, other than through the Platform, without ISP's prior written consent. This includes using a Supplier's name as shown on the Platform, or its identity learned from an Order's documents, packaging, labelling, shipping documentation or any other information, to source directly, and passing it to a third party to do so. Partner shall not put its own contact details, or an invitation to deal outside the Platform, in any request, message or other text it writes on the Platform. This restriction applies for the duration of these Terms and for 36 months afterwards.
The parties agree these restrictions are reasonable and necessary to protect ISP's legitimate interest in the introductions it makes and the commission-based model on which its service depends.
Checks and remedies: ISP checks the text written on the Platform for contact details and attempts to deal outside it. A first attempt may be met with a warning; repeated or serious attempts are reviewed by ISP. Where ISP finds, acting reasonably, that a party has broken this clause 4, ISP may: block a Supplier, so that its listings are no longer shown and it receives no new Orders, while Orders already in progress continue; and suspend or terminate the account of a Supplier or Partner. These remedies are without prejudice to ISP's other rights, including to recover the Commission it would have earned on any transaction made outside the Platform.
5. Acceptable Use & General Conduct
Anti-bribery and anti-corruption: each party shall comply with Applicable Law relating to anti-bribery and corruption, including the UK Bribery Act 2010, and shall not offer, give or receive any bribe in connection with these Terms.
Modern slavery: each party shall comply with Applicable Law relating to modern slavery and human trafficking in its own operations; supply-chain-specific warranties for Suppliers are set out in the Supplier Trading Terms.
Platform misuse: neither Supplier nor Partner shall attempt to circumvent, scrape, reverse-engineer or gain unauthorised access to the Platform or to data about other users, beyond what these Terms and the applicable Trading Terms expressly permit.
Reviews: after an Order is delivered, the Partner may rate and review it. Reviews are shown to Partners without naming the reviewer, and the Supplier may reply. Reviews and replies must be honest, relate to the Order, and contain no contact details or abusive content; ISP may hide a review, with its reply, that does not meet these rules.
6. Confidentiality
Each party shall keep confidential the other's Confidential Information disclosed under these Terms, and use it only for the purposes of the relationship, except where disclosure is required by law.
7. Data Protection
Each party shall comply with Applicable Laws relating to data protection, including the UK GDPR and, where applicable, the EU GDPR, in respect of personal data processed in connection with these Terms. How ISP collects, uses, stores and shares personal data - including where it is stored and how it is verified - is set out in the Privacy Notice, which forms part of these Terms.
8. Intellectual Property
ISP (or its licensors) owns all intellectual property rights in the Platform itself, including its software, design, compiled catalogue data, and the ISPCatalogue and ISP names and logos. Licensing of Supplier-submitted content and Partner's permitted use of catalogue data are addressed in the Supplier Trading Terms and Partner Trading Terms respectively.
9. Force Majeure
Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disaster, war, civil unrest, governmental action, or failure of shipping, customs or telecommunications infrastructure.
10. Governing Law and Dispute Resolution
These Terms, and any dispute arising out of or in connection with them (including non-contractual disputes), are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
11. General
Assignment: neither party may assign or transfer these Terms without the other's prior written consent, except that ISP may assign these Terms in connection with a sale or reorganisation of its business.
Variation: ISP may update these Terms from time to time by posting an updated version on the Platform; continued use of the Platform after the update takes effect constitutes acceptance.
Severability: if any provision of these Terms is held unenforceable, the remaining provisions continue in effect.
Entire agreement: these Platform Terms of Use, together with the applicable Trading Terms, the Privacy Notice, and any Order-specific terms, constitute the entire agreement between the parties in relation to their subject matter.
Notices: notices under these Terms shall be given in writing to the email addresses notified by each party from time to time, or through the Platform where it provides for them.
Acceptance: Supplier or Partner (as applicable) confirms its acceptance of these Platform Terms of Use by ticking the relevant checkbox during onboarding or registration on the Platform, which constitutes execution of a binding agreement.