Software Platform Licence and Use Terms - FibreTrace VERIFIED

These Software Licence & SaaS Terms (“Terms”) govern access to and use of the FibreTrace VERIFIED platform and related services provided by FibreTrace Technologies Limited, a company incorporated in England and Wales (“FibreTrace”, “we”, “us”, “our”).

By accessing or using the Platform, you confirm that you are acting on behalf of a business or other legal entity and agree to be bound by these Terms.

 

  1. DEFINITIONS

In these Terms:

Customer means the legal entity that has entered into an Order Form, subscription, or other commercial arrangement with FibreTrace.

Customer Data means data submitted to or generated within the Platform by or on behalf of the Customer or its Partners, excluding FibreTrace IP.

Fees means the fees payable by the Customer for access to and use of the Platform, as specified in the applicable Order Form, subscription plan, or pricing schedule.

FibreTrace IP has the meaning given in clause 7.1.

Order Form means any order form, subscription agreement, checkout page, or other written document or electronic process issued or approved by FibreTrace that specifies Fees, subscription term, or usage entitlements for the Platform.

Partner means a third party invited by the Customer to participate in permitted supply-chain workflows within the Platform.

Platform means the FibreTrace VERIFIED cloud-based software platform, including associated dashboards, databases, blockchain-backed records, APIs, scanner interfaces, documentation, and related functionality.

Services means access to and use of the Platform and any related support services expressly provided by FibreTrace.

Term has the meaning given in clause 13.

Users means individuals authorised by the Customer to access the Platform on its behalf.

 

  1. LICENCE GRANT AND COMMENCEMENT
  • The licence granted under these Terms commences on the date that the Customer accepts these Terms and FibreTrace first receives payment of the applicable Fees, unless otherwise expressly agreed in writing by FibreTrace.
  • Subject to these Terms and payment of all applicable Fees, and with effect from the date FibreTrace first receives payment of the applicable Fees, FibreTrace grants the Customer, during the applicable Term, a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the Customer’s internal business operations in connection with fibre traceability and verification within the Customer’s own supply chain, including the creation and management of traceability records and transparency outputs through the Platform, and for no other purpose.
  • All rights not expressly granted to the Customer are reserved by FibreTrace.
  • For the avoidance of doubt, FibreTrace may, at its discretion, provide provisional access to the Platform prior to receipt of payment, but such access does not constitute commencement of the licence and may be withdrawn at any time. FibreTrace will have no liability in respect of any provisional access, including in relation to availability, functionality, outputs, or any loss of or damage to Customer Data.
  1. ACCOUNTS, USERS AND SECURITY
  • The Customer must ensure that all account and User registration information is accurate, complete, and kept up to date.
  • The Customer is responsible for maintaining the confidentiality and security of all User credentials and for all activity occurring under its accounts. The Customer must promptly notify FibreTrace of any suspected unauthorised access or security breach.
  • FibreTrace is not responsible for any loss or damage arising from unauthorised access caused by the Customer’s failure to safeguard credentials.
  1. USE OF THE PLATFORM
  • Subject to these Terms, the Customer may:
    • configure and manage organisational sites, facilities, products, orders, and workflows within the Platform;
    • invite and administer Users and Partners to participate in permitted Platform workflows;
    • input, upload, manage, process, and maintain Customer Data within the Platform;
    • generate, view, export, download, share, and otherwise use traceability records, QR links, reports, analytics, and other outputs made available through the Platform; and
    • access and use any additional features, tools, integrations, or functionality made available by FibreTrace from time to time as part of the Services,

in each case solely in accordance with the licence granted under these Terms.

  • The Customer is responsible for:
    • ensuring that all Users and Partners comply with these Terms;
    • the accuracy, completeness, and legality of all Customer Data;
    • ensuring it has all rights, licences, and consents required to upload and process Customer Data (including personal data); and
    • all activity conducted under its accounts.
  • The Customer remains liable for the acts and omissions of its Users and Partners.
  • No person other than the Customer acquires any right, title, or interest in or to the Platform or any outputs generated through the Platform. No third party may rely on any Platform output for any purpose, and FibreTrace owes no duty of care to any third party in connection with the Platform or any outputs.
  1. SYSTEM REQUIREMENTS AND AVAILABILITY
  • Use of the Platform requires compatible devices, internet connectivity, and any required third-party software or services. The Customer is solely responsible for ensuring that its systems meet the Platform’s technical requirements.
  • FibreTrace does not guarantee uninterrupted availability of the Platform and may experience downtime due to maintenance, updates, or factors outside its control.
  • Subject to these Terms, FibreTrace will use commercially reasonable efforts to make the Platform available to the Customer, excluding periods of scheduled maintenance, updates, force majeure events, and circumstances beyond FibreTrace’s reasonable control.
  • The Customer acknowledges that the Platform may rely on third-party infrastructure, networks, and services, and FibreTrace will not be liable for any failure, delay, or unavailability caused by or attributable to such third-party services.
  1. RESTRICTIONS
  • The Customer must not, and must not permit any third party to:
    • copy, modify, adapt, translate, or create derivative works of the Platform;
    • reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or underlying structure of the Platform;
    • scrape, harvest, extract, or systematically retrieve data from the Platform;
    • use the Platform for benchmarking, competitive analysis, or to develop or support competing products or services;
    • circumvent technical limitations, security features, or usage controls;
    • access the Platform through automated means except where expressly authorised by FibreTrace;
    • resell, sublicense, lease, time-share, or otherwise make the Platform available to third parties except via permitted Partner workflows; or
    • use Platform outputs independently of, or outside, the Platform in a manner inconsistent with these Terms.
  • The Customer must not represent or imply that FibreTrace has certified, audited, verified, or endorsed the Customer, its products, or its supply chain, except to the extent expressly stated in the Platform outputs as generated by the Platform without modification.
  1. INTELLECTUAL PROPERTY
  • As between the parties, FibreTrace owns and retains all right, title, and interest in and to the Platform, the Services, and all software, databases, methodologies, algorithms, models, scanner interfaces, documentation, and all improvements, enhancements, updates, modifications, and derivative works thereof (collectively, FibreTrace IP).
  • Nothing in these Terms operates to transfer or assign any ownership interest in FibreTrace IP to the Customer, whether by implication, estoppel, or otherwise.
  • The Customer must not alter, obscure, remove, or misuse any FibreTrace branding, trademarks, or attribution included in the Platform or in any Platform outputs, nor use the name “FibreTrace” in any marketing or public statement in a manner that implies endorsement or certification beyond the scope of the Platform outputs unless expressly authorized in writing by FibreTrace.
  • Any feedback, suggestions, ideas, or submissions provided by or on behalf of the Customer or any User in relation to the Platform or the Services may be used, implemented, commercialised, and otherwise exploited by FibreTrace for any purpose without restriction or obligation to the Customer, and all intellectual property rights in such feedback vest in FibreTrace upon creation.

 

  1. DATA
  • The Customer retains ownership of all Customer Data.
  • The Customer grants FibreTrace a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, analyse, and otherwise use Customer Data as reasonably necessary to provide the Services, operate and improve the Platform, and comply with applicable law.
  • The Customer represents and warrants that it has all rights, licences, and consents necessary to provide Customer Data to FibreTrace and to permit the processing of Customer Data as contemplated by these Terms.
  • FibreTrace may create aggregated and/or anonymised data derived from use of the Platform or Services, provided that such data does not identify the Customer or any individual. FibreTrace may use such data for any lawful purpose, including analytics, benchmarking, research, product development, and commercial purposes.
  • For the avoidance of doubt, FibreTrace’s use of aggregated and anonymised data will not give rise to any obligation to account to the Customer and will not be restricted by any confidentiality or non-use obligations.
  • FibreTrace may suspend processing of, remove, or restrict access to any Customer Data that FibreTrace reasonably believes to be inaccurate, misleading, unlawful, or likely to expose FibreTrace to legal, regulatory, or reputational risk.
  • FibreTrace does not warrant that any Customer Data exported from the Platform will be complete, accurate, usable, or compatible with any third-party system, and FibreTrace has no obligation to provide support, assistance, or services in connection with any such export.

 

  1. THIRD-PARTY SERVICES
  • The Platform may interoperate with, integrate with, or link to third-party products, services, or applications. Any such third-party services are provided solely under the terms and conditions of the relevant third party.
  • FibreTrace does not control and makes no representations or warranties in relation to third-party services and will not be responsible or liable for any loss or damage arising from the Customer’s use of, or reliance on, any third-party services.

 

  1. MODIFICATION AND DISCONTINUANCE OF THE PLATFORM
  • FibreTrace may, from time to time, modify, enhance, suspend, or discontinue the Platform or any part of the Services, including the availability of any feature or functionality.
  • FibreTrace will not be liable for any modification, suspension, or discontinuance of the Platform or Services and has no obligation to maintain, support, or continue to provide any particular feature, functionality, or integration.

 

  1. FEES, PRICING AND PAYMENT
  • The Customer must pay all Fees in accordance with the applicable Order Form or pricing schedule.
  • Fees may be calculated by reference to usage or subscription metrics determined by FibreTrace, including Users, sites, supply-chain participants, volume, devices, or consumption.
  • Unless otherwise agreed:
    • Fees are payable in advance, either by invoice or through an online checkout, payment gateway, or other electronic payment process approved by FibreTrace (including via third-party platforms);
    • where Fees are payable by invoice, invoices are payable within thirty (30) days of the invoice date;
    • where Fees are payable through an online checkout or electronic payment process, payment is due immediately at the time of checkout and no invoice will be issued;
    • Fees are non-cancellable and non-refundable, except as required by law;
    • Fees are exclusive of taxes. The Customer is responsible for all applicable taxes, duties, and similar charges, other than taxes based on FibreTrace’s net income; and
    • FibreTrace may suspend access to the Platform for non-payment of Fees.
  1. DISCLAIMERS
  • The Platform and Services are provided “as is” and “as available.”
  • To the maximum extent permitted by law, FibreTrace disclaims all warranties, express or implied, including warranties of accuracy, completeness, fitness for a particular purpose, and non-infringement.
  • Platform outputs are decision-support tools only and do not constitute certification, legal advice, or regulatory compliance determinations. The Customer is solely responsible for reliance on outputs.
  1. TERM AND RENEWAL
  • These Terms commence on the date that the Customer accepts these Terms and FibreTrace first receives payment of the applicable Fees, and continue for the duration of the applicable subscription term (the Term).
  • Unless otherwise stated in an Order Form, the Term automatically renews for successive periods equal to the initial Term unless either party gives at least thirty (30) days’ written notice of non-renewal.
  • The Customer may not terminate for convenience during a Term unless expressly permitted in an Order Form.

 

  1. BREACH, SUSPENSION AND TERMINATION FOR CAUSE
  • FibreTrace may suspend access to the Platform immediately if the Customer, any User, or any Partner breaches these Terms or uses the Platform in a manner that may expose FibreTrace to legal, regulatory, security, or reputational risk. FibreTrace will not be liable for any loss, damage, or interruption suffered by the Customer arising from any suspension of access permitted under these Terms.
  • FibreTrace may terminate these Terms and the Customer’s licence immediately on written notice if:
    • a breach is incapable of remedy;
    • a material breach is not remedied within three (3) business days after notice;
    • Fees remain unpaid for three (3) business days after notice; or
    • there is unauthorised use of the Platform, including breach of the licence grant or restrictions.
  • Upon termination:
    • all licences immediately cease;
    • access to the Platform is disabled;
    • all outstanding Fees become immediately due; and
    • no Fees are refundable except as required by law.
  1. LIMITATION OF LIABILITY
  • To the maximum extent permitted by applicable law, FibreTrace will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive losses or damages, including loss of profits, revenue, business, goodwill, anticipated savings, or data, whether arising in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such loss.
  • FibreTrace’s total aggregate liability arising out of or in connection with these Terms, the Platform, or the Services will not exceed the Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.
  • Nothing in these Terms limits liability that cannot lawfully be excluded or limited.
  1. INDEMNITY
  • The Customer must indemnify, defend, and hold harmless FibreTrace and its officers, directors, employees, and agents from and against all third-party claims, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
    • Customer Data, including any allegation that Customer Data infringes third-party rights;
    • misuse of the Platform or Services by the Customer, any User, or any Partner; or
    • breach of these Terms by the Customer, any User, or any Partner.
  1. MODIFICATIONS TO TERMS
  • FibreTrace may update these Terms from time to time by posting revised Terms on the Platform or otherwise making them available to the Customer. Updated Terms take effect upon posting.
  • Continued access to or use of the Platform after the effective date constitutes acceptance of the updated Terms.
  1. GOVERNING LAW AND JURISDICTION
  • These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of England and Wales.
  • The courts of England have exclusive jurisdiction.
  1. NOTICES
  • Any notice given under these Terms must be in writing and may be given by email or by making the notice available to the Customer through the Platform. Notices to the Customer will be effective when sent to the most recent email address associated with the Customer’s account or when made available through the Platform, as applicable. Notices to FibreTrace must be sent to an email address specified by FibreTrace from time to time.
  • A notice sent by email will be deemed received at the time of transmission, provided that no delivery failure notification is received by the sender. A notice made available through the Platform will be deemed received at the time it is first made available.
  • For the avoidance of doubt, support requests, in-platform messages, or communications not expressly identified as a notice do not constitute valid notice under these Terms.

 

  1. GENERAL
  • These Terms constitute the entire agreement between the parties in relation to the Platform and the Services.
  • No amendment is effective unless made in writing by FibreTrace. Failure to exercise any right does not constitute a waiver.
  • If any provision is unenforceable, it is severed and the remainder remains effective.
  • The Customer may not assign these Terms without FibreTrace’s prior written consent. FibreTrace may assign without restriction.
  • Neither party is liable for delay or failure caused by events beyond reasonable control. Force majeure events include failures or outages of hosting providers, cloud infrastructure, telecommunications networks, distributed ledger or blockchain networks, and other third-party systems on which the Platform relies.
  • Nothing in these Terms creates a partnership, joint venture, agency, or fiduciary relationship.
  • If there is any inconsistency between these Terms and an Order Form, the Order Form will prevail to the extent of the inconsistency, but only in respect of the commercial terms expressly set out in the Order Form.
  • Clauses which by their nature should survive termination survive termination.
  • Headings are for convenience only. “Including” means “including without limitation.”

 

End of Terms