These Terms and Conditions are effective on July 15, 2024 (the “Effective Date”), for all customers agreeing to the Terms and Conditions for the first time.

If you have previously agreed to a version of our Terms and Conditions prior to the Effective Date, please note that these Terms and Conditions completely replace the prior version available (www.fibretrace.io). Please be aware that by continuing to use our services as of the Effective Date you are accepting these updated Terms and Conditions.

If you have a separate written agreement with FibreTrace, then these Terms and Conditions with the amendments apply only in parts in which the previous version of Terms and Conditions applied in aforementioned agreement.

These Terms and Conditions (“Agreement”) govern the use of the services (“FibreTrace Services”) as provided by FibreTrace to the customer organization or company hereby taking FibreTrace Services to use (“Customer”), unless not explicitly otherwise agreed by the Parties.

FibreTrace Contact Details

FIBRETRACE TECHNOLOGIES LIMITED (“FibreTrace”)

Business ID: – 15157755

Address: The Stanley Building, 7 Pancras Square Kings Cross, London, N1C 4AG, UNITED KINGDOM

Contact: accounts@fibretrace.io

1. Purpose and Background

FibreTrace is a SaaS-based platform designed for companies to trace the supply chain journey of products.

FibreTrace enables the services dependent on the Customer’s subscription plan, which optionally includes the purchase of items available on rental model. Including but not limited to the following Items and terms:

a) FibreTrace Bluetooth Scanner;

i. supplied to the Customer for an upfront Fee, the fees are shown at the ecommerce checkout;

ii. for the use exclusively by the Customer for a period of 36 months (“Period”);

iii. after the rental Period the Item will be returned, or destroyed, or rendered inoperable at FibreTrace’s sole discretion;

iv. The Items remain the property of FibreTrace;

v. The must not be tampered with, including but not limited to opened, disassembled, modified, reverse engineered;

vi. Faulty units must be returned at the Customer’s earliest convenience for investigation and replacement.

vii. Damaged Items must be returned at the Customers earliest convenience, for repair or replacement, at FibreTrace’s discretion;

viii. Fees may be applicable for replacement units or parts, labour and shipping.

2. End Customer Terms

For the avoidance of doubt, FibreTrace will not be a party to the agreements made between Customer and their End Customer or subcontractor e.g. third party auditing firm.

3. Restrictions regarding Use of FibreTrace

When using the FibreTrace Service, the Customer undertakes:

a. To comply with other agreements related to the services https://www.fibretrace.io/webapp-terms-summary

b. To ensure that the activities used with the FibreTrace Services are compliant with applicable local laws and regulatory requirements;

c. Not to, sub license, lease or rent or sell Items from FibreTrace in connection with this Agreement.

d. To ensure that the rental or sale of items involving copyrighted or other IPR content does not infringe any third-party rights or local legislation, including but not limited to copyright or trademark legislation;

e. Where the use of an Item requires a valid license or is subject to legal age requirements, to confirm the existence and validity of such license or confirm the age of the End Customer prior to supply; and

f. To ensure that the users of the Items are provided with adequate instructions and possible safety equipment for the use of the Item.

FibreTrace further reserves the right to prohibit or refuse the use of the FibreTrace Service regarding such Items or in connection with such business activities that, in FibreTrace’s opinion or due to restrictions set by payment processing partners of FibreTrace, are otherwise not suitable or appropriate to be featured in or offered via the FibreTrace Service. Please refer to the Acceptable Use Policy https://www.fibretrace.io/webapp-aup

4. General Customer Obligations

For regulatory and security purposes Customer is required to:

a. Inform FibreTrace of any changes to their intended use of the FibreTrace Service or for the Items rented via the FibreTrace Service.

b. Promptly inform FibreTrace of any damage, faults or misuse of the Items

5. Payment and Payment Terms

There are recurring Subscription Fees, volume-based Transaction Fees or Additional Fees when using FibreTrace Services. Together, the Subscription Fees, Transactional Fees and Additional Fees are referred to as “Fees”.

Regardless of the acquisition of the Items e.g. via a rental agreement. A fee and valid subscription to the FibreTrace Services may be required in addition to enable the use of the Items. It is the Customers responsibility to maintain an appropriate subscription in addition to this agreement for the Items and a lapse or termination in the Fees may result in the Items becoming inoperable and no prorate refund or credit would be due to the Customer.

In order to access the paid features of FibreTrace Services, Customer must keep a valid payment method on file with FibreTrace to pay for any incurred and recurring Fees.

By default Subscription Fees are paid in advance and will be billed in 28- to 30-day intervals. Subscription Fees are non-refundable. Transaction Fees and Additional Fees will be charged from time to time at FibreTrace’s discretion.

FibreTrace may offer discounts to Customers that opt-in to extend their billing cycle to longer intervals such as one, two or more years. FibreTrace may also offer other kinds of one-time or recurring discounts or service credits. Service credits can be given e.g. when Customer downgrades their subscription in mid billing cycle. FibreTrace reserves the right to invalidate credits that are older than 12 months.

The exact applicable pricing depends on the subscribed plan and combination of functionalities of the FibreTrace Services used by Customer.

The up-to-date pricing is specified in FibreTrace’s price available at FibreTrace’s website https://www.fibrerace.io/.

Payment handling

FibreTrace shall be entitled to deduct an additional percentage-based transfer fee from the total (Tax inclusive) sum of transfers of Customer payments (“Transfer Fee”), as well as a flat rate transaction fee (“Transaction Fee”) per each transaction carried out via FibreTrace Services for the payment of Items. The Transfer Fee and Transaction Fee are deducted directly in connection with the relevant payment transaction and will be shown in the Invoice or Transaction summary prior to payment by the Customer.

General payment terms

Unless specified otherwise, all prices are exclusive of GST/VAT and import taxes or duties. Such taxes and fees shall be added to the prices and be due by the Customer and where applicable or known will be shown in the Invoice or Transaction summary prior to payment by the Customer.

FibreTrace hereby disclaims any liability for customs duties, taxes, fees, or costs arising from shipping, loss in transit, or delays in shipping.

FibreTrace will provide billing and related usage information in a format we choose, which may change from time to time. FibreTrace reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify us about any billing problems or discrepancies within thirty (30) days after they first appear on your invoice. If Customer does not bring such problems/discrepancies to our attention within thirty (30) days, it agrees to waive its right to dispute such problems or discrepancies.

Interest for late payments shall be the prevailing rate as defined by the Bank of England, or ten percent (10%), whichever is the legally permitted greater amount.

6. Payment Handling

Use of third-party payment platforms

Use of the FibreTrace Service may be subject to a third-party payment service provider’s acceptance of the Customer as a Customer of FibreTrace. Please note that in addition to this Agreement between Customer and FibreTrace, additional terms and conditions may be applicable to the direct relationship between Customer and the payment service provider e.g. PayPal https://www.paypal.com/sg/webapps/mpp/ua/useragreement-full

Payment Security

FibreTrace, or it’s appointed credible third-party payment service providers; shall, in accordance with all applicable security standards e.g. PCI DSS requirements, be responsible for the security of Customer’s cardholder data to the extent it is stored, possessed or transmitted by FibreTrace in connection with Customer’s use of the FibreTrace Services, or to the extent FibreTrace can impact the security of the Customer’s cardholder data environment.

7. Third Party Integrations and Functionalities

Certain functionalities of the FibreTrace Service may be provided by or integrated with appointed credible third-party payment service providers.

For the avoidance of doubt, all third-party functionalities, interfaces and integrations relating to the FibreTrace Service is provided on an “as is” basis.

8. Confidentiality

Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in this Agreement.

The confidentiality obligation shall, however, not be applied to material and information which is generally available or otherwise public, or which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders.

9. Intellectual Property Rights

FibreTrace grants Customer a limited, non-exclusive, revocable right to use the FibreTrace Service subject to these terms during the term of this Agreement.

All Intellectual Property Rights in or related to the FibreTrace Service and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of FibreTrace and/or its subcontractors/licensors.

10. Analytics Data

Refer to https://www.fibretrace.io/webapp-privacy-policy

11. No Warranty

The FibreTrace Service is provided on an “as is” basis, without warranties of any kind, including any warranty of non-infringement, merchantability, or fitness for a particular purpose or business need.

FibreTrace cannot warrant that the FibreTrace Services will be uninterrupted or error free.

12. Limitation of Liability

FibreTrace shall in no case be responsible for any Items or for the content, fitness for use, defects, or shortcomings.

To the maximum extent permitted by applicable law, FibreTrace is not liable to Customer for any lost profits, or for indirect or consequential damages. FibreTrace’s total aggregate liability under or in connection with this Agreement shall be limited to the amount paid for by the Customer for the Items.

13. Personal Data

Refer to https://www.fibretrace.io/webapp-privacy-policy

14. Term and Termination

This Agreement shall enter into force as of the signature or acceptance of this Agreement and is valid until further notice with a mutual notice term of three (3) months.

A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and does not remedy the breach within 14 days after receiving a written request to do so.

The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination.

Upon termination the Customer must return all Items to FibreTrace in the same condition that they were received.

15. Reference Use

Customer agrees that FibreTrace may use the Customer’s name and logo to identify the Customer as a customer of FibreTrace as part of a general list of FibreTrace’s customers for use and reference in FibreTrace’s promotional and marketing materials while this Agreement is in effect.

The Customer may opt out of future reference by providing notice in writing to sales@fibretrace.io

16. Amendments

FibreTrace is entitled to amend this Agreement, including the fees specified in Section 5 at any time. If the Customer does not accept the change made by FibreTrace, the Customer has the right to terminate the Agreement by notifying FibreTrace thereof in writing to sales@fibretrace.io within 30 days of the effective date of such change.

17. Applicable Law and Dispute Resolution

Unless otherwise stated, this Agreement shall be governed by and construed in accordance with the laws of England.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the England Chamber of Commerce. The number of arbitrators shall be one. The proceedings shall be conducted in the English language. The seat of arbitration shall be Singapore.

For more information visit the Terms and Conditions.