Axiom | Terms and Conditions

Axiom supplier website terms

PLEASE READ THESE CONDITIONS CAREFULLY. BY CLICKING TO ACCEPT THESE CONDITIONS, SUBMITTING A REGISTRATION REQUEST TO AXIOM, OR ACCESSING OR USING THE AXIOM MARKETPLACE IN ANY WAY, THE SUPPLIER IS AGREENG THAT IT HAS READ, UNDERSTOOND, AND AGREES TO BE BOUND BY THESE CONDITIONS AND THE INDIVIDUAL DOING SO ON BEHALF OF THE SUPPLIER HAS THE NECESSARY AUTHORITY TO AGREE TO THE CONDITIONS AND BIND THE SUPPLIER. IF YOU DO NOT AGREE TO BE BOUND BY THESE CONDITIONS, YOU MAY NOT USE OR ACCESS THE AXIOM MARKETPLACE.

THESE CONDITIONS INCLUDE THE FOLLOWING TERMS: (A) ALL RESPONSIBILITY FOR THE SUPPLIER'S SERVICES TO THE CLIENT ARE THE SOLE RESPONSIBILITY OF THE SUPPLIER (SEE CLAUSE 1.1); (B) THE AXIOM MARKETPLACE LINKS SUPPLIERS WITH CLIENTS AND ALL CONTRACTUAL RELATIONSHIPS REGARDING THE SUPPLIER'S SERVICES WILL BE BETWEEN THOSE TWO PARTIES TO THE EXCLUSION OF AXIOM AND THE SUPPLIER INDEMNIFIES AXIOM IN THIS REGARD (SEE CLAUSE 1.5); (C) ACCESS TO THE AXIOM MARKETPLACE IS PROVIDED ON AN "AS IS" BASIS AND AXIOM IS NOT RESPONSIBLE FOR MARKETPLACE FAILURES (SEE CLAUSE 3.2); (D) AXIOM HAS LIMITED LIABILITY TO THE SUPPLIER (SEE CLAUSE 6); AND (E) AXIOM MAY AMEND THESE CONDITIONS AT ANY TIME (SEE CLAUSE 8.5). PLEASE SAVE A COPY OF THESE TERMS FOR FUTURE REFERENCE. THESE CONDITIONS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

THESE TERMS WERE LAST UPDATED IN JUNE 2023.

Agreed terms

1. The Axiom Marketplace

1.1 The Axiom Marketplace connects Clients and the Supplier. The Axiom Marketplace is a venue only, and the Supplier is solely responsible for entering into proper contracts for sale directly with Clients.

1.2 The Agreement shall commence on the date when it has been accepted by both parties, being when the Supplier's request for registration is accepted by Axiom, and shall continue until either party gives to the other written notice to terminate.

1.3 Axiom shall provide the Supplier with access to the Axiom Marketplace and the Supplier shall supply the Services to Clients from the Marketplace Start Date in accordance with the Agreement.

1.4 The Supplier shall:

(a) provide Clients with the Supplier's contractual terms and conditions and agree terms of sale. Copies of any relevant documentation shall be provided to Axiom on request. All Services are the sole responsibility of the Supplier and Axiom accepts no responsibility or liability in relation to the same;

(b) ensure all transactions with a Client are carried out on the Client's ERP system;

(d) at all times maintain appropriate levels of insurance cover. Copies of and limits of such insurance policies shall be provided to Axiom on request;

(e) assist Axiom as necessary in the preparation of the Supplier's account on the Axiom Marketplace, particularly in accordance with clause 3 (Accounts), and ensure all necessary data and Supplier IPRs it provides is accurate, up to date and complete in all material respects;

(f) ensure that all items offered through the Axiom Marketplace are of satisfactory quality and are fit for purpose;

(g) comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that the Supplier shall not be liable under the Agreement if, as a result of such compliance, it is in breach of any of its obligations under the Agreement;

(h) not sell, loan, or allow access to any third party to the Supplier's account on the Axiom Marketplace; and

(i) take reasonable care of all Axiom Materials in its possession and make them available for collection by Axiom on reasonable notice and request, always provided that the Supplier may destroy Axiom Materials if Axiom fails to collect Axiom Materials within a reasonable period after termination of the Agreement.

1.5 The Supplier shall indemnify Axiom in full against any sums awarded by a court or claimed against Axiom (plus all reasonable legal costs) arising out of or in connection with a breach of clause 1 or 2 by the Supplier.

2. Axiom Marketplace Accounts

2.1 Upon acceptance of the Supplier's application for registration, Axiom shall create an account for the Supplier (a "Supplier Account"), giving the Supplier a secure data area and access to relevant Clients.

2.2 The Supplier shall provide all necessary product data, supporting documentation and client-specific pricing information to Axiom at the outset and on an ongoing basis by any of the following methods:

(a) by linking to the Axiom Platform directly through an API to transfer data in real-time;

(b) by download the Supplier's catalogue data and converting the same into a format that can be manually uploaded to the Axiom Platform; or

(c) by permitting Axiom to carry out text or data mining or web scraping in relation to the Supplier's site or database. This includes using (and the Supplier hereby permits and authorises the use of):

(i) any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Supplier's site or any data, content, information or services accessed via the same;

(ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.

2.3 All data and information provided to Axiom in accordance with clause 2.2 is and shall remain classified as Supplier IPRs. It is the Supplier's sole responsibility to ensure that all data and information provided is true, accurate, complete and up to date. Axiom shall have no responsibility with regard to the same.

2.4 Supplier shall provide all necessary assistance to Axiom with regard to sign-off at the data enrichment stage.

2.5 The Supplier shall upload information relating to any price changes as agreed with a Client.

2.6 The Supplier retains the right to remove all its Supplier IPRs from the Axiom Marketplace at any time.

2.7 Once a Supplier Account has been completed, the Supplier can apply to be granted access to Client marketplaces by going through that Client's approval process, details of which shall be provided by Axiom at the relevant time.

2.8 Without affecting any other right or remedy available to it, Axiom may suspend the Supplier's account on the Axiom Marketplace with immediate effect by giving written notice to the Supplier if in Axiom's reasonable opinion the Supplier is failing to comply with its obligations under these Conditions.

3. Axiom's obligations

3.1 Axiom shall:

(a) provide the Supplier with access to the Axiom Marketplace and a Supplier Account;

(b) co-operate with the Supplier in all matters relating to the Supplier's account on the Axiom Marketplace;

(c) provide, in a timely manner, such information as the Supplier may reasonably require, and ensure that it is accurate and complete in all material respects;

(d) use commercially reasonable endeavours to make the Axiom Marketplace available 24 hours a day, seven days a week, except for:

(i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(ii) unscheduled maintenance performed outside normal business hours, provided that Axiom has used reasonable endeavours to give the Supplier at least 6 normal business hours' notice in advance.

3.2 Axiom does not warrant that:

(a) use of the Axiom Marketplace will be uninterrupted or error-free; or

(b) free from vulnerabilities or viruses

and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Supplier acknowledges that the Axiom Marketplace may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4. Intellectual property

4.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. Axiom and its licensors shall retain ownership of all Intellectual Property Rights in Axiom Materials.

4.2 The Supplier grants Axiom, or shall procure the direct grant to Axiom of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy and modify the Supplier IPRs for the purpose of providing the Supplier access to the Axiom Marketplace and a Supplier Account during the term of the Agreement.

4.3 Axiom grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify Axiom Materials for the term of the Agreement for the purpose of maintaining an account on the Axiom Marketplace in accordance with the Agreement.

4.4 The Supplier shall indemnify Axiom in full against any sums awarded by a court or claimed against Axiom (plus reasonable legal costs) arising out of or in connection with any claim brought against Axiom for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of Supplier IPRs by Axiom.

4.5 Axiom shall indemnify the Supplier in full against any sums awarded by a court or claimed against the Supplier (plus reasonable legal costs) arising out of or in connection with any claim brought against the Supplier for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of Axiom Materials by the Supplier.

4.6 The Supplier acknowledges and agrees that Axiom and/or its licensors own all intellectual property rights in the Axiom Marketplace. Except as expressly stated herein, this agreement does not grant the Supplier any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Axiom Marketplace.

5. Data protection

In this clause, the following definitions apply:

Agreed Purposes: the presence of the Supplier on the Axiom Marketplace.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation:

a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.

EU GDPR: the General Data Protection Regulation ((EU) 2016/679).

Permitted Recipients: the parties to this agreement, the employees of each party, and any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under clause 5.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

a) Names, business contact details and employer identity of a Client's end users of the Axiom Marketplace.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

5.1 Shared Personal Data.This clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

5.2 Effect of non-compliance with Data Protection Legislation.Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

5.3 Particular obligations relating to data sharing. Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

5.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the other party or the other party's designated auditor; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

5.5 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of the indemnifying party under this clause shall be subject to the limits set out in clause 7.

5.6 Either party may, at any time on not less than 30 days' notice, revise this clause 6 by replacing it with any applicable standard clauses or similar terms adopted under any relevant data protection legislation or forming part of an applicable certification scheme.

6. Limitation of liability

6.1 References to liability in thisclause 6 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

6.3 Nothing in the agreement shall limit the parties' liability under indemnities given under the Agreement.

6.4 Nothing in the Agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

6.5 Subject toclause 6.2 (No limitation in respect of deliberate default), clause 6.3 (Liability under identified clauses) and clause 6.4 (Liabilities which cannot legally be limited):

(a) the Supplier's total liability to Axiom for all loss or damage shall not exceed the higher of:

(i) the amount paid to Axiom by the Supplier in the previous 12 months; or

(ii) £100.

(b) Axiom's total liability to the Supplier for all loss or damage shall not exceedthe higher of:

(i) the amount paid to Axiom by the Supplier in the previous 12 months; or

(ii) £100.

6.6 The caps on the parties' liabilities shall not be reduced by:

(a) payment of an uncapped liability;

(b) amounts awarded or agreed to be paid under indemnities in clauses 1 or 4; and

(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

6.7 Subject toclause 6.2 (No limitation in respect of deliberate default), clause 6.3 (Liability under identified clauses) and clause 6.4 (Liabilities which cannot legally be limited), this clause 6.7 sets out the types of loss that are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

6.8 The parties have given commitments with relevant specifications in clauses 1, 2 and 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.

7. Termination

7.1 On termination of the Agreement for whatever reason:

(a) any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect; and

(b) termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

8. General

8.1 Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

8.2 Assignment and other dealings.

(a) The Supplier shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without Axiom's prior written consent.

(b) Axiom may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Agreement.

8.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, specific pricing, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted byclause 8.3. For the purposes of this clause 8.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with thisclause 8.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

8.4 Entire agreement.

(a) The Agreement and documents referred to herein constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

8.5 Variation. Axiom may vary these Conditions and the Agreement at any time by amending these Conditions and publishing the same on the Axiom Marketplace. 30 days' notice will be provided to the Supplier wherever possible. Any material changes will be notified to the Supplier by email. The Supplier may be required to reaffirm acceptance of these Conditions. If the Supplier does not accept any variation of the Conditions, it must immediately cease using and accessing the Axiom Marketplace.

8.6 Waiver.

(a) A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

8.7 Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 8.7 shall not affect the validity and enforceability of the rest of the Agreement.

8.8 Notices.

(a) Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the other party's main email address.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In thisclause 8.8(b)(iii),business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) Thisclause 8.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

8.9 Third party rights.

The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

8.10 Governing law.The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

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

9. Interpretation

9.1 Definitions:

Agreement: the contract between Axiom and the Supplier governing the Supplier's presence on the Axiom Marketplace in accordance with these Conditions.

Axiom: Axiom Data Ltd incorporated and registered in England and Wales with company number 12709396 whose registered office is at 3 Church Street, Odiham, Hook, Hampshire, England, RG29 1LU.

Axiom Materials: all materials, equipment, documentation, specifications and data supplied by Axiom to the Supplier.

Axiom Marketplace: the Axiom enterprise marketplace platform available on the website axiomdata.io.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Client: a client receiving the Services and purchasing from the Supplier through the Axiom Marketplace.

Conditions: these terms and conditions.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Marketplace Start Date: the day on which the Supplier is to be placed on the Axiom Marketplace, as agreed between the parties.

Services: the provision of goods and services by the Supplier to Clients through the Axiom Marketplace.

Supplier: the supplier offering (or intending to offer) Services through the Axiom Marketplace.

Supplier IPRs: all Intellectual Property Rights subsisting in material prepared or provided by the Supplier including all data provided by the Supplier in relation to its Services, excluding any Axiom Materials incorporated in them.

9.2 Interpretation:

A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes email.