These Platform Terms and Conditions (the “Terms”) are entered into between The Sup Group Ltd, including its affiliates (the “Provider,” “us,” or “we”), and you (the “Customer” or “you”). Provider owns a state of the art, cloud-hosted technology platform named Sup (the “Platform”), which enables agile advertising by facilitating collaboration between content creators and influencers (“Creators”) and Customers wishing to generate content or market their products and services through such Creators using the Platform (the “Services”). The Sup Group Ltd is a company established in the United Kingdom and our address is 483 Green Lanes, London, N13 4BS.
PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THE TERMS, EITHER BY AGREEING TO AN AGREEMENT WHERE THESE TERMS ARE REFERENCED AND INCORPORATED, CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY ESTABLISHING AN ACCOUNT, USING THE PLATFORM AND/OR OUR SERVICES, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE TERMS; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS UNDER UK LAW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
YOU UNDERSTAND AND AGREE THAT PROVIDER IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CUSTOMERS AND CREATORS. PROVIDER HAS NO CONTROL OVER THE CONDUCT OF CUSTOMER AND CREATORS, OR OTHER USERS OF THE SERVICE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY UK LAW. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THE TERMS, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MUST NOT ACCEPT THE TERMS AND MAY NOT USE THE PLATFORM AND/OR THE SERVICES.
SECTION 14.1 OF THESE TERMS IS ONLY APPLICABLE WHERE THE CUSTOMER HAS ITS PLACE OF ESTABLISHMENT OR IS LOCATED IN A MEMBER STATE OF THE EUROPEAN UNION.
1.1 Services. Subject to these Terms, The Sup Group Ltd will provide Customer and users (including but not limited to Customer’s clients, employees, contractors, and agents) authorized by Customer (the “Authorized Users”) to (a) access the Sup and (b) execute media buys (the “Services”) in accordance with these Terms and an applicable insertion order (collectively, the “IO”). For the purposes of these Terms, “Creator” means an independent contractor who has created a profile on Sup and who wishes to participate in a Campaign by providing Creator Content in accordance with the Campaign Brief; “Campaign” means the content creation and/or marketing campaign created by or on behalf of Customer, in which Creators may offer to participate through Sup; and “Campaign Brief” or “Brief” means marketing campaign criteria or specifications provided by the Customer for a Campaign, made available on Sup, which can be accepted by a Creator who wishes to participate in the Campaign.
1.2 Platform. The Sup Group Ltd grants to Customer and its Authorized Users a non-exclusive, worldwide, non-sublicensable, non-transferable, right to access Sup, for its internal business purposes during the Term of the applicable IO (or where no IO is issued, the Term agreed between the parties within Sup itself), and to use Sup and associated deliverables as described in the Terms and any applicable IO. By accessing The Sup Group Ltd’s Sup and Services, Customer and its Authorized Users acknowledge and agree to the processing of personal data as specified in The Sup Group Ltd’s Privacy Policy, available at [Privacy Policy URL].
Access to Services and Platform. In order to access our Services or Sup you will have to establish an account (the “Account”). Your login credentials for your Account are confidential. Please do not share them with anyone, unless you have been authorized to do so by The Sup Group Ltd or by your organization. You acknowledge and agree: (i) to provide accurate and complete Account and login information (where applicable) (e.g., full name and email at contact@sup.co); (ii) to keep all Account log in details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or Sup. If specified in any IO or Framework Agreement (as defined in Section 9), The Sup Group Ltd shall provide additional customer support services to facilitate Customer’s on-boarding to Sup. You represent and warrant that if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms.
1.4 Authorization Limitations and Restrictions. Except as otherwise explicitly provided in the Terms or an applicable IO or as may be expressly permitted by UK law, Customer will not, directly or indirectly, and will not permit or authorize third parties or Authorized Users to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure of Sup or Services; (ii) mine data from Sup or Services or use automated systems or software to extract data from Sup for commercial purposes (‘data scraping’); (iii) modify, translate, or create derivative works based on Sup; (iv) rent, lease, or otherwise permit third parties to use Sup; (v) use the Services to provide services to any third parties that have not been authorized by The Sup Group Ltd; (vi) circumvent or disable any security or other technological features or measures of the Services or Sup; (vii) take any action to contest The Sup Group Ltd’s Intellectual Property Rights or infringe them in any way; (viii) use Sup for any illegal or unauthorized purpose; or (ix) remove any proprietary notices or labels.
2.1 Creator Content and Approved Creator Content. "Creator Content" is content created by Creator that includes, but is not limited to, creative materials, audio, written text in captions and blogs, photographs, video, or other deliverables provided by an Approved Creator to Customer pursuant to the Campaign Brief. The Sup Group Ltd will enable relevant Creators to apply to the Campaign, and from these Creators, Customer will select those which are approved to participate (hereinafter, “Approved Creators”). The Approved Creators will create Creator Content and Customer will have the right to approve such Creator Content to be used by the Customer and/or to be posted on one or more social media platforms by the Approved Creator. Such selected Creator Content is hereinafter referred to as “Approved Creator Content.”
2.2 Creator Compensation. The Sup Group Ltd shall pay all compensation owed to Approved Creators arising out of their completed performance of Approved Creator Content, following receipt of the corresponding payment from Customer, unless otherwise agreed upon in an applicable IO.
2.3 Creator Agreement. All Creators agree to and are bound by the Creators Terms of Service (the “Creator Terms”) when they establish an Account with The Sup Group Ltd, start using Sup, and/or apply for a Campaign.
2.4 Provider Responsibility. The Sup Group Ltd is not responsible for any delay or failure of performance caused in whole or in part by a Creator. Notwithstanding the foregoing, upon Customer’s written notice of Approved Creators’ delay in performance or obligations in a Campaign, The Sup Group Ltd shall: (i) seek, using reasonable efforts, to have the Creator correct the Creator Content; and/or (ii) replace the noncompliant Approved Creator with another Creator, subject to approval by Customer; and/or (iii) remove the Approved Creator from the Campaign.
2.5 Relationship with Creators. Notwithstanding the above, Customer acknowledges and agrees that Creators are providing services as independent contractors pursuant to the Customer’s specifications and approvals. Customer further acknowledges and agrees that The Sup Group Ltd is not responsible for any Creator Content or any services provided by a Creator.
2.6 Relationship with Provider. Customers and The Sup Group Ltd are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The Parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, or agent/servant. Neither Party has power or authority to bind the other Party to any obligation, agreement, debt or liability. Neither Party shall hold itself out as an agent or representative of the other Party.
3.1 Customer Campaign Obligations. Customer will: (i) submit the Campaign Brief to be posted on Sup; (ii) ensure any requirements in the Campaign Brief comply, at all times, with all applicable UK laws, rules, regulations, and industry guidelines relating to the advertising of its products and services, including all equivalent advertising laws, rules and guidelines that apply in the jurisdiction in which your Campaign Brief is being devised (including, where applicable, the UK ASA and CAP advertising codes) (collectively, “Applicable Laws”), and do not violate any third-party rights, including Intellectual Property Rights; (iii) select Approved Creators to participate in the Campaign; (iv) be responsible, if applicable, for providing Creators with any support, services or “In-Kind Rewards” to facilitate Approved Creator’s participation in the Campaign; (v) notify The Sup Group Ltd via Sup or email at contact@sup.co of any complaints, problems or performance issues with an Approved Creator; (vi) monitor its Campaign and notify the applicable Approved Creator and The Sup Group Ltd in the event it discovers Creator Content in violation of any third-party rights or Applicable Laws; (vii) select Approved Creator Content for the Campaign; (viii) ensure that Approved Creator Content does not infringe Intellectual Property Rights of any third party or any Applicable Laws.
3.2 Warranties and Representations. Customer represents, covenants, and warrants that Customer will not directly or indirectly: (i) use Sup and/or Services other than in compliance with all Applicable Laws; (ii) use Sup and/or Services to communicate any message or material that is harassing, libelous, threatening, obscene, or would violate the Intellectual Property Right or privacy right of any person or is otherwise unlawful or that would give rise to civil liability; (iii) use Sup and/or Services in a manner that constitutes or encourages conduct that could constitute a criminal offense or could result in a civil action under any Applicable Laws; (iv) otherwise access or use Sup and/or Services beyond the scope of any applicable IO; (v) access or use Sup and/or Services for purposes of competitive analysis of the Services or for the development, provision, or use of a competing software service or product or any other purpose that is to The Sup Group Ltd’s detriment or commercial disadvantage; or (vi) disparage the Creators or The Sup Group Ltd, or harm their business or reputation. Customer will defend, indemnify, and hold The Sup Group Ltd harmless for any damages, costs, expenses, and claims (collectively “Damages”) resulting from a breach of the above representations, covenants, and warranties or Customer Campaign Obligations.
3.3 Non-Solicitation. During the Term, and for twelve (12) months thereafter, Customer shall not recruit or solicit (other than by general advertisement) any employees of The Sup Group Ltd, or any Creators or Approved Creators made known to Customer through the Services and/or Sup, with whom Customer did not have a prior relationship.
4.1 Content Takedown and Account Closures. In accordance with EU regulations, The Sup Group Ltd can take down any content or information if The Sup Group Ltd believes that it violated these Terms, or if The Sup Group Ltd is required to do so by law. The Sup Group Ltd can further disable your Account if you repeatedly violated these Terms, infringed intellectual property rights, or contravened any other applicable laws.
4.2 Content Moderation. The Sup Group Ltd uses automated content moderation tools to identify any illegal content on Sup. Automatic moderation occurs directly upon upload and for each piece of content posted. The Sup Group Ltd may equally receive notices from its users or third parties, claiming that uploaded content violates these Terms, infringes on Intellectual Property Rights, or any other applicable laws (for example, as set out in Section 5). These notices are subject to human review and are not processed in an automated fashion. In both instances, content moderation may lead to the removal of your content, or disabling of your account, if the content violates these Terms or is illegal.
4.3 Request for Reconsideration. If The Sup Group Ltd has removed your content, or disabled, suspended, or terminated your Account due to violations set out in Section 4.1, you may submit a written request for reconsideration of such action (the “Reconsideration Request”) by clicking the “Report” button in Sup within five (5) days of your receipt of written notice from The Sup Group Ltd of such action. Please make sure to respond to the email that you may receive from us at contact@sup.co following such report, asking for additional information, as legally required. The Reconsideration Request must include your full name, address, phone number, and a written explanation as to why you believe that you did not violate the terms of these Terms.
4.4 The Sup Group Ltd Reconsideration. The Sup Group Ltd shall review, assess, and make a determination regarding a Reconsideration Request in good faith at The Sup Group Ltd’s sole and exclusive discretion (a “Final Determination”) within sixty (60) days of receipt of such Reconsideration Request. The Sup Group Ltd shall notify you of the Final Determination not later than thirty (30) days from the date of our Final Determination. Such Final Determinations are final and non-appealable, and no further requests for reconsideration shall be accepted. Any late Reconsideration Requests shall be denied.
5.1 Removal of Content. It is the policy of The Sup Group Ltd to respect the legitimate rights of copyright owners or legitimate interest of any rights holders, and we will respond to clear notices of alleged copyright infringement or any other infringement to applicable laws. In line with UK copyright law and the Digital Services Act (the “DSA”), we have designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the Services. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of users of Sup who are repeat infringers. If you believe that your work or someone else’s work has been copied in a way that constitutes copyright infringement, or that information published on Sup might be illegal content, please provide the Copyright Agent with the following information in line with UK copyright law and the DSA:
5.1.1 the elements justifying your right on the copyrighted work (whether you hold the right or you act on behalf of the right holder);
5.1.2 a description of the copyrighted work you claim has been infringed or sufficiently substantiated explanation of the reasons why you allege the content in question to be illegal;
5.1.3 a description of where the material that you claim is infringing is located on Sup, with enough detail that we may find it;
5.1.4 your address, telephone number, and email address at contact@sup.co;
5.1.5 a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
5.1.6 a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
5.2 Incomplete or Deficient Notice. In the event that you submit an incomplete or deficient Notice or Counter Notice to The Sup Group Ltd, The Sup Group Ltd is not obligated to respond or to take further action on the matter.
5.3 Counter-Notification. If you believe that the material you posted was removed from Sup by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective, the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following: Your physical or electronic signature; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; Your name, address, and telephone number, and a statement that you consent to the jurisdiction of UK courts for any judicial district in which the Services may be found or accessed, and that you will accept service of process from the person who provided notification of infringement or an agent of such person.
5.4 Notice from National Authorities. National authorities of EU member states might contact The Sup Group Ltd for any orders to act against illegal content to the following mail address: contact@sup.co.
5.5 Misrepresentations. Please note that under UK law, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
5.6 Copyright and Infringement Agent. Our agent for notice of claims of copyright infringement or any other infringement to applicable laws (“Copyright Agent”) can be sent in the English language to the following address: The Sup Group Ltd, email: contact@sup.co.
Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (“Confidential Information”). Confidential Information of The Sup Group Ltd includes non-public information regarding Sup features, functionality, pricing, product plans, customer lists, Creator names, vendor lists, terms of contracts including these Terms, and performance of the Services. Confidential Information of Customer includes non-public data provided by Customer to The Sup Group Ltd to enable the provision of the Services, including marketing plans, product information, and campaign information (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by UK law (in which case, a prior notice of such requirement shall be sent to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure).
7.1 Services, Platform, and Provider Materials. All right, title, and interest in and to the Services and Sup, including any updates or modifications thereto, including all Intellectual Property Rights therein, are and will remain with The Sup Group Ltd or its licensors. Customer has no right, license or authorization with respect to the Services or Sup, except as expressly set forth herein. For the purpose of these Terms, “Intellectual Property Rights” mean all rights granted, applied for, or otherwise now or hereafter in existence under or related to any UK patents, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, including rights of publicity or personality. For the sake of clarity, The Sup Group Ltd is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to:
7.1.1 The Platfrom;
7.1.2 Provider Materials;
7.1.3 Provider Marks (as defined in Section 7.4 below);
7.1.4 The Sup Group Ltd’s Confidential Information;
7.1.5 Any Feedback (as defined in Section 7.2 below);
7.1.6 Usage Statistics (as defined in Section 7.6 below); and
7.1.7 Any and all improvements, derivative works, and/or modifications of/to any of the foregoing, regardless of inventorship or authorship.
7.2 Feedback. If The Sup Group Ltd receives any feedback regarding Sup or Services (collectively, “Feedback”), all rights in such Feedback shall belong exclusively to The Sup Group Ltd and such Feedback shall be considered The Sup Group Ltd’s Confidential Information. Customer hereby irrevocably transfers and assigns to The Sup Group Ltd all Intellectual Property Rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. Customer represents that the Feedback it provides does not include Confidential Information of third parties. The Sup Group Ltd may use the Feedback at its sole discretion.
7.3 Consent to Use Customer Data. Subject to the Terms and the applicable IO, Customer hereby grants The Sup Group Ltd a license to use, reproduce, distribute, display, and modify Customer Data. The Sup Group Ltd shall have the right to collect and analyze data and other information relating to Sup and Services and will be free, during and after the Term hereof or the expiration or termination of any IO, to (i) use such information and data to improve Sup and The Sup Group Ltd’s business, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. As the exclusive owner of the Customer Data, Customer represents that to the extent the Customer Data includes any personally identifiable information, it has received the required consents or permits and has acted in compliance with applicable privacy laws, allowing The Sup Group Ltd to use the Customer Data solely to perform the Services. The Sup Group Ltd may be required to disclose the Customer Data to satisfy any applicable law, regulation, legal process, subpoena or governmental request, or to collect, hold and/or manage the Customer Data through The Sup Group Ltd's authorized third-party service providers as reasonable for business purposes. Additionally, if Customer connects their Ads Manager account(s) from social media providers to Sup, Customer grants permission to The Sup Group Ltd to use third-party’s API or SDK on Approved Creator Content exported via Sup to Customer’s Ads Manager Account(s).
7.4 Customer Material. With respect to trademarks or other Intellectual Property Rights provided or specified in a Campaign Brief (“Customer Materials”), Customer hereby grants The Sup Group Ltd a license to use such Marks and Customer Materials during the Term, but solely in connection with providing the Services, and for marketing purposes, as per any trademark usage policy provided in writing by Customer.
7.5 Customer Materials. Customer grants The Sup Group Ltd a perpetual license to use such Creator Content that Customer acquires rights to under the Campaign Brief, for its internal use, and for marketing and advertisement of Sup and the Services.
7.6 Usage Statistics. The Sup Group Ltd may generate and commercially exploit Usage Statistics for the purpose of enhancing Sup. “Usage Statistics” means any non-Customer-identifying information, data, reporting, analyses, and intelligence relating to the operation, support, and Customer’s use, of Sup and the Services.
7.7 Third Party Components. Sup may use or include third-party software, files, libraries, or components subject to third-party open source license terms. A list of such components and the licenses applicable to them can be found under the Settings section in each of The Sup Group Ltd's Services as may be updated from time to time.
7.8 No Intellectual Property Rights Transferred. The Parties agree that nothing herein shall give either Party any right, title, or interest in any of the other Party’s Intellectual Property Rights, except as provided herein.
Customer will pay The Sup Group Ltd the fees set forth in the applicable IO and in accordance with its terms. All Payments shall be made in GBP. Unpaid amounts are subject to a late payment charge of 1.5% per month on any outstanding balance, or the maximum permitted by UK law, whichever is lower, plus all expenses of collection. Non-payment may result in immediate termination of Services and/or access to Sup. Customer shall be responsible for all taxes associated with Services other than taxes based on The Sup Group Ltd’s net income.
9.1 Subject to earlier termination as provided below, the initial term of these Terms commence as of the Effective Date of any outstanding IO, or any framework agreement executed by the Parties (the “Framework Agreement”), if applicable, and it shall remain in effect until the later of (i) the completion of all Services under any outstanding IO, or (ii) the termination of the Framework Agreement (the “Term”). In addition to any other remedies it may have, either Party may terminate these Terms and any underlying IO (where applicable) immediately (a) if a party materially breaches any of the terms or conditions of these Terms and such breach, if curable, remains uncured for a period of thirty (30) days after receipt of notice; (b) if the other Party makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they come due, voluntarily files a petition or similar document initiating any bankruptcy or reorganization proceeding, or involuntarily becomes the subject of a petition in bankruptcy or reorganization proceeding and such proceeding is not dismissed within sixty (60) days after filing; or (c) as additionally outlined in the applicable IO. Upon termination, The Sup Group Ltd will provide you with notice via the email address associated with your Account at contact@sup.co to give you the opportunity to export Customer Data from our Services or Platform for a period of 30 days, after which we may delete the Customer Data.
9.2 Effect of Termination. Upon termination of the Terms or any applicable IO, each Party will promptly return, or at the other Party’s request, destroy (and provide confirmation of such destruction signed by a legal officer), all Confidential Information of the other Party. All sections of the Terms or any applicable IO which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, non-solicitation, and limitations of liability. All undisputed payments to The Sup Group Ltd for Services fully or substantially rendered (including payment to Approved Creators, whether or not Creator Content has been created) will become due immediately.
The Sup Group Ltd will supply the Services in a professional and workmanlike manner. Services or Sup may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by The Sup Group Ltd or by third-party providers, but The Sup Group Ltd shall use reasonable efforts to provide notice in writing or by e-mail at contact@sup.co of any scheduled service disruption. The Sup Group Ltd does not warrant that the Services or Sup will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services or Sup. Except as expressly set forth in this section, the Services and Sup are provided "as is" and The Sup Group Ltd disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Except for death or bodily or personal injury, wilful misconduct, or violations of Section 6 (Confidentiality), Section 7 (Intellectual Property Rights) and Section 12 (Indemnification), neither The Sup Group Ltd nor its affiliates, and their respective directors, officers, representatives, contractors, and employees shall be responsible or liable with respect to any subject matter of the Terms or applicable IO under any contract, negligence, strict liability or other theory for (A) error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (B) any indirect, exemplary, incidental, special or consequential damages; or (C) any matter beyond The Sup Group Ltd’s reasonable control for any amounts that, together with amounts associated with all other claims, exceed the fees payable by Customer to The Sup Group Ltd for the Services under the applicable IO that gave rise to the liability, during the twelve (12) months prior to such event, whether or not a party has been advised of the possibility of such damages.
12.1 Indemnification by The Sup Group Ltd. During the term of these Terms and/or any applicable IO or the six (6) month period thereafter, if a third party makes a claim, action, or proceeding against Customer alleging that Customer’s authorized access and use of Sup infringes such third party’s UK copyright, trade secret, or patent (an “Infringement Claim”), The Sup Group Ltd shall:
12.1.1 At its own expense, defend Customer against the Infringement Claim; and
12.1.2 Indemnify and hold harmless Customer for any amount finally awarded against Customer by a court (or otherwise agreed in settlement) under the Infringement Claim. Any insurance recoveries and/or indemnity or contribution amounts received by the Customer prior to receipt of indemnification by The Sup Group Ltd, shall reduce the indemnifiable amount to be paid by The Sup Group Ltd by the amount of such recovery. The Sup Group Ltd will have no obligation or liability under this Section to the extent that the Infringement Claim is based on: (i) a modification to Sup not made by The Sup Group Ltd; (ii) the combination of Sup with any third-party product or service; or (iii) any Customer instructions or specifications. If Sup becomes the subject of an Infringement Claim, The Sup Group Ltd may at its discretion: (a) procure for the Customer the right to continue using Sup; (b) replace or modify Sup to avoid the infringement claim; or (c) if these options are not commercially reasonable, terminate the Terms and any applicable IO and provide a refund for any amount pre-paid by Customer for the unused period of the license.
12.1.3 The aggregate liability of The Sup Group Ltd under this Section shall be capped at the lower of: (a) ten times the amount paid by Customer to The Sup Group Ltd under this Agreement in the twelve months prior to the event giving rise to the Infringement Claim; and (b) one hundred thousand US Dollars (GBP £100,000).
12.2 Indemnification by Customer. If The Sup Group Ltd or its affiliates incur any loss or liability under any demand, claim, suit, or proceeding made by a third party against The Sup Group Ltd (a “Misuse Claim”) arising from an allegation of Customer’s breach under this Agreement or Customer’s use of Sup beyond the permitted use, Customer agrees to:
(a) Indemnify and hold harmless The Sup Group Ltd for such losses and liabilities; and
(b) Defend The Sup Group Ltd against the Misuse Claim, at Customer’s own cost and expense.
12.3 Indemnity Procedure. The indemnified Party must provide the indemnifying Party with prompt written notice of the Claim; cede to the indemnifying Party sole control of the defense and settlement of the Claim (subject to the indemnified Party's consent for settlements); provide all information and assistance reasonably requested; and not admit liability or compromise the defense of the Claim. The indemnified Party may participate in the defense at its own cost.
Each Party agrees to fully comply with applicable privacy regulations. The Sup Group Ltd will use any personal information collected or obtained in connection with the Services in accordance with our privacy policy available at www.sup.co/privacy, as may be updated from time to time. You agree that The Sup Group Ltd may use personal information that you provide or make available to us in accordance with the Privacy Policy.
14.1 Out of Court Dispute Resolution
14.1.1 In relation to any dispute that arises under these Terms (including complaints that have not been resolved under Sections 4.3 and 4.4 above) Customer is entitled to select any out-of-court dispute settlement body which meets the criteria set out in Article 21 of the DSA in order to resolve its dispute.
14.1.2 The Sup Group Ltd and Customer shall engage in good faith with the selected out-of-court dispute settlement body with a view to resolving the dispute, however such body shall not have the power to issue a binding decision on the parties and shall not preclude the parties from resorting to legal proceedings as set out in Section 14.2 below.
14.1.3 If the out-of-court dispute settlement body decides the dispute in favour of a Customer, then The Sup Group Ltd shall bear all fees charged by such body and shall reimburse Customer for any reasonable expenses incurred in relation to that dispute. If the out-of-court dispute settlement body decides the dispute in favour of The Sup Group Ltd, Customer shall not be required to reimburse any fees or expenses incurred by The Sup Group Ltd in relation to the dispute unless Customer has manifestly acted in bad faith.
14.2 Dispute Resolution. The Parties will endeavor to resolve any dispute with respect to these Terms and any applicable IO, in good faith within thirty (30) days of a dispute being raised by one Party with the other Party. The Parties agree that any unresolved controversy or claim arising out of or relating to the Terms or applicable IO shall be governed by and construed under UK law, without reference to principles and laws relating to the conflict of laws. The competent courts of London, UK shall have the exclusive jurisdiction with respect to such controversy or claim.
14.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE UK LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS AND ANY APPLICABLE IO OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
14.4 Modifications. The Sup Group Ltd reserves the right, at its sole discretion to modify or discontinue, temporarily or permanently, Sup and/or the Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on Sup. We will also update the Last Updated Date at the top of these Terms. Modifications to these Terms will automatically take effect upon posting; provided, however, that changes to the Terms will be effective as to an existing Customer thirty (30) days after posting. By continuing to access or use Sup or Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease accessing or using Sup and Services.
14.5 Third Party Content. Sup may present, or otherwise allow Customer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by The Sup Group Ltd (such Content, “Third Party Content”). Sup may also enable Customer to communicate with related third parties. The display or communication to Customer of such Third Party Content does not imply, suggest, or constitute any sponsorship, endorsement, or approval by The Sup Group Ltd of such Third Party Content or third party, nor any affiliation between The Sup Group Ltd and such third party. The Sup Group Ltd shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party’s policies, practices, actions, or omissions. If Customer enables or uses Third Party Content with Sup, The Sup Group Ltd will allow the Third Party Content providers to access and use Customer Content as required for the interoperation of the Third Party Content and Sup. Any Third Party Content used by Customer is subject to the applicable agreement between Customer and the Third Party Content provider.
14.6 If any provision of these Terms or applicable IO is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and applicable IO will otherwise remain in full force and effect and enforceable. These Terms and applicable IO are not assignable, transferable or sublicensable by either Party except with the other Party’s prior written consent, except in connection with an assignment to a Party’s parent, wholly owned subsidiary, or a successor to all or substantially all of its assets (whether by merger, transfer of assets or equity interests, or otherwise). These Terms and applicable IO are the complete and exclusive statement of the mutual understanding of the Parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and applicable IO. All waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein. All notices under these Terms or applicable IO must be in writing and will be deemed to have been duly given when received, if personally delivered; upon receipt is electronically confirmed, if transmitted by facsimile or e-mail to contact@sup.co; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
14.7 Contact Details. For any queries relating to these Terms, an IO or Framework Agreement, please email our customer representative at contact@sup.co.
Last updated: January 16, 2024