SupplierGateway Terms and Conditions of Use (Effective July 21, 2025)
Your use of the SupplierGateway® Software (“Software”) is conditioned upon your compliance with and acceptance of these updated Terms and Conditions of Use (“Terms”), along with any executed Subscription Orders (“Orders”) between SupplierGateway LLC (“SupplierGateway”) and your company or organization (“CUSTOMER”).
1. Software License and Use
SupplierGateway grants CUSTOMER a nonexclusive, worldwide license to use the Software (including updates) as specified in each Order. CUSTOMER may use the Software at any location during the active Subscription Period.
2. Subscription Term and Renewal
The Subscription Period is defined in the Order and, unless otherwise specified, will automatically renew for the shorter of one year or the original Subscription Period. SupplierGateway will provide at least 30 days’ prior notice before renewal.
3. SupplierGateway Responsibilities
- Provide maintenance, operations, and upgrades.
- Modify the Software to improve functionality or address legal concerns, provided functionality is not materially decreased.
- API and Integration Stability: SupplierGateway will provide at least 60 days’ notice for changes to APIs or system components that may materially affect CUSTOMER integrations or workflows.
4. Compensation and Payment
- CUSTOMER is responsible for ensuring that payment is made on or before the first day of the Subscription Period.
- Late payment may result in suspension.
- Refunds:
- No refunds for termination by CUSTOMER for convenience.
- Refunds are available for non-compliance by either party or mutual termination.
5. Advertising and Promotion
- SupplierGateway may not use CUSTOMER’s name or logo without first obtaining CUSTOMER’s prior written consent.
- Exceptions include branding on the CUSTOMER site, subject to approval.
6. Force Majeure
Failure by either Party to perform obligations due to uncontrollable events will be excused if the affected Party promptly notifies the other Party and resumes performance as soon as reasonably practicable, and performance is resumed promptly afterward.
7. Limitation of Liability
Liability is limited to the value of the Order, except in cases of confidentiality, security breaches, warranties, indemnification, IP infringement, gross negligence, or fraud.
8. Confidential Information and Customer Data
- CUSTOMER Data is treated as confidential and a trade secret.
- SupplierGateway may not use, sell, or disclose CUSTOMER Data except as required to provide the Software.
- Compliance with ISO27001, SOC 2 Type II, and all applicable laws is required.
- Confidentiality obligations survive for 5 years post-termination (extended from 3 years).
- Data Processing Agreement (DPA): The Parties agree to be bound by the terms of the SupplierGateway Global Data Processing Addendum (“DPA”), which governs the processing of personal data as defined under applicable data protection laws, including GDPR. This DPA is incorporated herein by reference and shall form part of these Terms. A copy of the DPA will be provided upon request or made available via the SupplierGateway platform.
9. Termination
- Either Party may terminate these Terms or an active Order by providing at least 30 days’ prior written notice to the other Party.
- Reasons include non-compliance, insolvency, mutual agreement, or CUSTOMER convenience.
- CUSTOMER must extract data prior to termination; SupplierGateway may delete data thereafter.
- CUSTOMER must certify destruction of any SupplierGateway materials within 60 days.
- Data Portability: Prior to termination, and upon written request, SupplierGateway will make CUSTOMER Data available in a commonly used, machine-readable format (e.g., CSV or JSON) to facilitate data portability.
10. Relationship of Parties
Parties are independent contractors. Nothing in the Terms creates a joint venture, agency, or employment relationship.
11. Intellectual Property and Configuration
SupplierGateway retains ownership of the Software and related IP.
- CUSTOMER may configure but not modify, decompile, or reverse-engineer the Software.
- CUSTOMER configurations are considered CUSTOMER Confidential Information and are not reused or shared.
12. Warranties
SupplierGateway warrants:
- Ownership and non-infringement of IP.
- Delivery of its standard, generally available Software.
- Functionality per the Order specifications.
- Legal compliance with all applicable laws.
- Absence of disabling or malicious code.
13. Indemnification
SupplierGateway will defend and indemnify CUSTOMER from third-party claims related to:
- Breach of confidentiality/security.
- IP infringement.
- Gross negligence or willful misconduct.
14. General Provisions
- Notices: All notices under these Terms must be in writing and delivered to the designated contact and address as specified in the applicable Order.
- Amendment: SupplierGateway may update these Terms from time to time to reflect changes in the Platform or applicable law. Any material change will be communicated to CUSTOMER with at least 30 days’ prior notice. If CUSTOMER reasonably objects to a material change, the parties will work in good faith to resolve the concern. If no resolution is reached within 30 days, CUSTOMER may terminate the affected service(s) without penalty.
- Governing Law: Delaware.
- Assignment: Requires prior written consent unless assigned to a wholly-owned Affiliate.
- Insurance: SupplierGateway shall maintain appropriate levels of commercial, cyber, and liability insurance consistent with industry standards. Specific insurance details, including coverage types and limits, will be provided in the applicable Order or upon request.
- Authority: Each party warrants it has the authority to enter the agreement.
- Survival: Sections 1–6, 8–9, 11–14 survive termination.
- Accessibility: SupplierGateway is committed to supporting accessibility and strives to conform to WCAG 2.1 Level AA standards. Reasonable efforts will be made to accommodate users with disabilities.
- Audit Rights: Once per year and with reasonable notice, CUSTOMER may audit SupplierGateway’s compliance with these Terms, limited to systems and processes handling CUSTOMER Data. Any audit must be conducted under confidentiality and without undue disruption.
- Dispute Resolution: Before initiating formal legal proceedings, the Parties agree to first attempt in good faith to resolve any disputes through executive-level escalation. If unresolved, the matter will proceed to mediation or arbitration in Delaware, unless injunctive relief is required.
- Compliance with Data Protection Laws: Each Party shall comply with applicable data protection and privacy laws, including but not limited to the EU General Data Protection Regulation (GDPR), the UK GDPR, and any national legislation supplementing them. SupplierGateway shall process personal data only as necessary to provide the Services and in accordance with documented CUSTOMER instructions as outlined in the DPA.
- Subprocessor Engagement: SupplierGateway may engage subprocessors in accordance with the terms of the DPA and shall remain liable for the acts and omissions of such subprocessors.
15. Price Changes
- Notice of at least 30 days will be given prior to any price change.
- CUSTOMER may cancel before the change takes effect.
- Multi-year pricing is locked for the agreed term.
- Promotions do not alter existing pricing unless accepted by CUSTOMER.
16. Service Levels
A separate Service Level Agreement (SLA) is maintained by SupplierGateway, which defines system uptime, availability, support response times, and maintenance schedules. This SLA is incorporated by reference and will be provided upon request or as part of the ordering documentation. In the absence of a separate SLA, SupplierGateway will use commercially reasonable efforts to maintain 99.95% uptime and provide timely support resolution.
