Customer Terms

These Customer Terms are the standard terms of the agreement between Branded Mark Limited, a company registered in England and Wales (company number 14452041) whose registered office is at Broomfield House, Blakedown, Kidderminster, DY10 3LA, United Kingdom ("BrandedMark", "we", "us"), and the business named in the Order Form or that accepts these terms online ("Customer", "you").

We have tried to write them clearly. Under each major section there is an In short: line. Those summaries help you read the terms; they are not part of the contract.

Five things worth knowing up front

1. Your data is yours. You own your Customer Data, including everything your consumers give you through the Service. We process it only to provide the Service and as your processor under the DPA.
2. Your consumers are your consumers. You are the brand, the seller and the warrantor towards them. We provide the tools.
3. Our improvement work removes personal data first, and you can switch it off. Under clause 6.4 we use questions, answers and satisfaction ratings to make your assistant's answers more accurate. Names, personal details and your company name are removed first, your product knowledge improves only your own assistant, we don't train shared AI models on your data, our AI providers never train on it, and you can switch it off at any time (clause 6.4).
4. You can leave. You can export your data at any time, and for at least 30 days after the Agreement ends, with no switching charges.
5. Liability is capped, at the greater of 12 months' fees and £15,000, with a cap of twice that for data-protection, security and confidentiality breaches. Some things cannot be capped and are not.

#1. Interpretation and structure

1.1 The Agreement. The agreement between us (the "Agreement") is made up of: (a) each Order Form; (b) the Data Processing Agreement at https://www.brandedmark.com/legal/dpa (the "DPA"); (c) these Customer Terms, including their Schedules, and the Price List (clause 11.1); (d) the Service Level and Support Policy at https://www.brandedmark.com/legal/sla (the "SLA"); (e) the Acceptable Use Policy at https://www.brandedmark.com/legal/acceptable-use (the "AUP"); (f) where you use our API, webhooks, CLI, SDKs or MCP access, the Developer Terms at https://www.brandedmark.com/legal/developer-terms (the "Developer Terms"); (g) where you use our marketing messaging features, our Marketing Messaging Terms (the "Messaging Terms"), which take priority over these Customer Terms for those features; and (h) any other document the Order Form expressly incorporates.

1.2 Order of precedence. If documents conflict, they apply in this order: the Order Form, then the DPA (for anything about Personal Data), then these Customer Terms, then the SLA, then the AUP, then any other document, except that the Messaging Terms take priority over these Customer Terms for the marketing messaging features (clause 1.1(g)). A term in an Order Form only overrides these Customer Terms if it says expressly which clause it changes.

1.3 Versions. The version of each document that applies is the version current when the Order Form was signed or accepted, as updated under clause 22. Past versions are archived at https://www.brandedmark.com/legal.

1.4 Your terms do not apply. We expressly reject your purchase-order terms, supplier-portal terms and general terms and conditions (including any algemene voorwaarden). They do not form part of the Agreement, even if you refer to them, attach them or we accept a purchase order containing them.

1.5 Interpretation. Headings and In short: summaries are for convenience only. "Including" means "including without limitation". "Writing" includes email but not messages in chat tools. References to laws include them as amended or replaced. Definitions are in clause 27.

In short: the Order Form wins, then the DPA for personal data, then these terms. Your own standard terms don't apply.

#2. The Service

2.1 Access. Subject to the Agreement and payment of the Fees, we grant you a non-exclusive, non-transferable right during the Subscription Term for your Authorised Users to access and use the Service for your business purposes, within the plan, limits and modules in your Order Form.

2.2 What the Service is. BrandedMark is a cloud platform that gives physical products a digital identity and connects brands with the people who buy and use those products. Depending on your plan and the modules you enable, it includes the experience designer, product and serial records, QR codes and GS1 Digital Link resolution, Digital Product Passports, product registration and warranty, support cases and conversations, returns and RMAs, repairs and replacements, spare-parts and commerce, recalls, product reviews, label printing, device properties, AI Features, the public API, webhooks and integrations. The current description is in our product documentation. We may improve and change the Service, but we will not materially reduce the overall functionality of a module you have paid for during a Subscription Term (see clause 14.2).

2.3 Order Forms and online checkout. You buy the Service by signing an Order Form or completing our online checkout. An online checkout is an Order Form for these purposes: the plan, Fees and term shown at checkout and in your confirmation email are its terms. Each Order Form is a separate contract on these Customer Terms.

2.4 Trials and free plans. If we give you a trial, free plan or sandbox tenant ("Free or Beta Service"; Preview Features are dealt with separately in clause 2.7): (a) it is for evaluation only, for the period we tell you; (b) it is provided "as is", without the SLA or any warranty in clause 14; (c) we may change or limit it at any time, and end it on reasonable notice (or straight away for abuse or a breach of the AUP); (d) clause 15 does not apply to it, and our total liability for it is £100, except for liability that cannot be limited by law; (e) at the end of a trial, your account converts to a paid plan only if you have chosen one; otherwise we may close it under clause 20 and Schedule A.

2.5 Affiliates. Your Affiliates may use the Service under your Order Form if it says so. You are responsible for them as if they were you. An Affiliate may also sign its own Order Form on these Customer Terms.

2.6 Sandbox tenants. Sandbox tenants inherit your plan and security settings and capture outbound messages instead of sending them. They are for testing and must not hold live consumer data unless you choose to put it there.

2.7 Preview Features. We may offer features, modules, templates or AI capabilities that are labelled "Preview" (or "beta") in the Service ("Preview Features"). A feature is a Preview Feature only when the Service labels it "Preview" or "beta"; anything without that label is not. For Preview Features: (a) they are off until an administrator in your tenant switches them on; (b) they are provided "as is". The SLA, any service credits and the warranties in clause 14.2 do not apply to them; (c) we may change, limit or withdraw them at any time. We will give reasonable notice where practicable, and keep any Customer Data they created exportable under Schedule A; (d) any Fees for a Preview Feature are shown in the Service or your Order Form before you switch it on. If we start charging for one, or it becomes generally available as a paid feature, we will tell you at least 30 days in advance and you can switch it off before charges start; (e) our total liability arising from them is limited to the greater of the Fees you paid for them in the 12 months before the claim and £1,000, except for liability that cannot be limited by law and our obligations under clause 18 and the DPA, which apply in full; (f) they are not for production-critical use. They must not be relied on for safety-critical decisions or as your only record of anything you are legally required to keep; and (g) feedback you give us about them is Feedback under clause 6.3, which we may use freely.

In short: you can use the parts of BrandedMark you subscribe to. Trials are "as is". Preview features are opt-in, come without the SLA or warranties, may change or be withdrawn, and are not for production-critical use.

#3. Accounts and Authorised Users

3.1 Authorised Users. Only your employees, contractors and agents whom you authorise ("Authorised Users") may use the staff side of the Service, up to any user limits in your Order Form. You are responsible for their acts and omissions as if they were your own.

3.2 Credentials and security settings. You must keep credentials, passkeys, API keys and device-flow credentials confidential. You choose your tenant's security policy, including whether to require multi-factor authentication or passkeys for staff. We recommend you require it. Tell [email protected] promptly if you suspect unauthorised access.

3.3 API keys and integrations. API keys and connected applications act with the scopes you grant them. You are responsible for activity using your keys, and for rotating or revoking them.

3.4 Accurate details. Keep your account, billing and notice contacts accurate. We rely on them to send notices, including changes under clause 22.

3.5 Developer Tools. Your use, and your developers' and integrators' use, of our public API, webhooks, CLI, SDKs, MCP access, sandbox and developer documentation ("Developer Tools") is also subject to the Developer Terms. AI agents or tools you connect to the Service through the Developer Tools act on your behalf, within the scopes you grant. You are responsible for what they do as if your Authorised Users had done it.

In short: you control who has access and how they log in, and you are responsible for your users.

#4. Your responsibilities

4.1 Use in line with law and the AUP. You will use the Service, and make sure your Authorised Users, Trade Partner Users, Field Users and anyone else you allow to use your tenant (including your consumers) use it, in line with the Agreement, the AUP and applicable law.

4.2 Your products and claims. You are solely responsible for: (a) the products you register, and the accuracy and lawfulness of product information, safety information, sustainability and environmental claims, Digital Product Passport data and documents you publish through the Service; (b) your warranties, guarantees, returns, refunds, repair and recall decisions, and your consumer-facing terms; (c) the content of your experiences, emails, SMS, chat flows and widgets, including tenant-written widget code.

4.3 Consumer-law and marketing compliance. You are responsible for your compliance with consumer-protection, product-safety, product-labelling, marketing and e-privacy laws in the countries where you sell, including obtaining any consent needed to send marketing or to use non-essential cookies on your portal. The Service provides tools (consent capture, unsubscribe links, a cookie banner, jurisdiction defaults for statutory warranty and cooling-off periods). Those tools do not replace your own legal judgement, and the defaults are not legal advice.

4.4 Prohibited Data. You must not use the Service to collect or store special category personal data, criminal-offence data, government identification numbers, payment card numbers (other than through Stripe-hosted fields), passwords or other credentials, or health data, unless we have agreed it in writing ("Prohibited Data"). This applies to every way data enters the Service, including forms, fill-in links, signed forms, custom fields, chat, email, uploads and API calls that you or your Trade Partners configure or use. You must not design a form or field that asks for Prohibited Data. Prohibited Data that an End User volunteers without being asked (for example in a support message) does not put you in breach of this clause, and is handled under the DPA. We may use automated tools to detect Prohibited Data, warn you, and redact or quarantine it, but detection is not guaranteed and does not move responsibility for it to us.

4.5 Cooperation. You will give us reasonable information and help we need to provide the Service and any agreed onboarding or professional services.

In short: you are the brand. You are responsible for what you publish and promise to your customers, and for following consumer and marketing law.

#5. Customer Data

5.1 Ownership. As between us, you own all data and content you or your Authorised Users, consumers, partners or integrations submit to, or generate in, the Service for your tenant, including product records, serial and tag data, Digital Product Passport data, registrations, warranty and support records, conversations, orders, returns, media, AI Outputs generated for you, and consumer personal data ("Customer Data").

5.2 Our licence. You grant us a worldwide, non-exclusive, royalty-free licence, for the duration of the Agreement and any retrieval period under Schedule A, to host, copy, process, transmit and display Customer Data: (a) to provide, secure, support and maintain the Service for you; (b) to prevent fraud and abuse and to comply with law; (c) as otherwise instructed by you, including by your configuration of the Service; and (d) to improve the Service as described in clause 6, including learning from feedback, ratings, corrections and outcomes on support and AI responses so that those responses get better, as set out in clause 6.4. We will not sell Customer Data, use it for advertising, or use it for our own purposes beyond this clause and clause 6.

5.3 Public content. Some Customer Data is public by design, for example product experience pages, Digital Product Passport public views and media you choose to publish. You decide what is published. Published files can be viewed by anyone with the link, without signing in. Other files are available only to people with access.

5.4 Personal Data. Where Customer Data includes Personal Data, you are the controller and we are your processor, and the DPA applies. The DPA forms part of the Agreement without needing a separate signature.

5.5 Backups and data loss. We back up Customer Data as described in the DPA and Trust Centre. If Customer Data is lost or corrupted because of our breach, our first obligation is to restore it from the most recent backup as quickly as reasonably practicable. This does not limit your other remedies, subject to clause 16.

In short: you own your data. We use it only to run the Service for you and under the DPA.

#6. Usage Metrics and Feedback

6.1 Usage Metrics. We collect technical and usage information about how the Service is used and performs, such as feature usage, request volumes, error rates, scan and event counts, and performance telemetry ("Usage Metrics"). Usage Metrics contain no Customer Content. Where they are made from Customer Data, they are de-identified and aggregated so that no individual can be identified, and we make them on your instructions as the DPA describes (DPA clause 3.2(f)). We may use Usage Metrics to operate, secure, support, bill for and improve the Service.

6.2 Aggregated insights. We may publish or share statistics derived from Usage Metrics only if they are aggregated and de-identified, so that neither you, your products, your Authorised Users nor any individual can be identified. Published statistics never include Customer Content (the substance of your product data, documents, conversations, media or consumer records). Our internal use of de-identified Customer Content to improve the Service is governed by clause 6.4, not this clause.

6.3 Feedback. If you give us suggestions or feedback, we may use them freely without obligation to you. You do not have to give feedback, and feedback does not include your Confidential Information or Customer Data.

6.4 Service Improvement. Unless Service Improvement is switched off for your tenant under clause 6.4(f), you instruct us to use Customer Data to evaluate and improve the Service, as follows: (a) What we use. Support and AI conversations and their outcomes: the question, the answer given, the product and technical context needed to judge whether the answer was right (for example a model, an error code, a part number or a passage from your documents), and the feedback on it, including satisfaction (CSAT) ratings, corrections, escalations and resolutions. Once prepared under clause 6.4(b), this is "Service Improvement Data". Answer memory (clause 7.2) is part of the AI Features, not Service Improvement. (b) What we remove first. Before Customer Data becomes Service Improvement Data, we remove or replace Personal Data, including names, contact details, addresses, account, order and case numbers, serial numbers linked to a person, personal details in free text, and images of people. We also replace your company name, brand names and trade marks with placeholders. We use automated detection, followed by checks, and keep a written description of our method, which we make available on request. This preparation is part of our processing for you under the DPA. (c) Improving your assistant. We use Service Improvement Data, including your product-specific content such as model names, error codes, part numbers or passages from your documents, to evaluate and improve the AI Features for your tenant. For example, we tune your assistant's instructions and retrieval, and build test questions from your conversations. (d) Improving the Service for everyone. We may also use what Service Improvement Data shows to improve the parts of the Service that all customers share, such as the AI Features' general instructions, guardrails and quality checks. Those shared improvements never contain your product-specific content or anything that identifies you. We do not train or fine-tune any AI model shared between customers on Customer Data. (e) What we will not do. We will not: (i) put Personal Data, or anything that identifies you or any individual, into anything shared between customers; (ii) allow any third-party AI provider to train or fine-tune its models on Customer Data, Service Improvement Data or AI Output; (iii) use your product-specific content to answer another customer's users; (iv) sell or license Service Improvement Data to anyone, or use it to build a product for, or benchmark you against, a named competitor; or (v) publish anything derived from it except aggregated statistics under clause 6.2. (f) Switching it off. You can switch Service Improvement off, or back on, by emailing [email protected] or in your Order Form, and once the Service offers a setting for it, a tenant administrator can also change it there. We keep a record of each change. It is on for tenants created after these Customer Terms take effect, and off for tenants created before then until an administrator switches it on. Once it is off, we stop adding your data to Service Improvement Data within 30 days and stop using anything tuned on your product-specific content. Switching it off does not change the Fees or the features available to you. (g) Ownership. Service Improvement Data, and the improvements to the Service we make using it, belong to us. Instructions, test sets or other material tuned on your product-specific content are used only for you, and we delete them within 90 days after the Agreement ends.

In short: we learn from support questions, answers and satisfaction ratings to make answers more accurate. Personal details and your company name are removed first. Your product information improves only your own assistant. Across customers we improve only shared instructions and checks, never with your content, and we don't train shared AI models on your data. Our AI providers never train on it either, and you can switch it off.

#7. AI Features

7.1 What they are. Some modules use generative AI ("AI Features"), including consumer support chat and email replies, case and RMA look-ups by an AI assistant, serial-label recognition, conversation analysis and quality scoring, agent copilot, content and experience generation, media descriptions and edits, and search over your product documents. Output generated by AI Features is "AI Output". The current list, providers and data locations are in our AI Statement at https://www.brandedmark.com/legal/ai.

7.2 Training and providers. Our AI providers may not train or fine-tune their models on Customer Data or AI Output, and our contracts with them say so. We do not train general-purpose foundation models. We may use Customer Data to improve the Service only as set out in clause 6.4, which you can switch off. Within your tenant we use your prompts, instructions and documents to deliver the AI Features to you, for example retrieving your product documents to answer a question. Where you use the AI support assistant, it also keeps short summaries of the issue and the fix from AI-answered conversations your consumers rate highly, and uses them to answer similar questions about the same product, in your tenant only ("answer memory"). The summaries are kept as DPA clause 3.2(g) describes, and we delete them if you ask.

7.3 Your control. You choose which AI Features you use. Some can be switched off in your settings, and we will switch AI Features off for your tenant if you ask. Some AI Features are on by default where they are part of a module you enable. The AI Statement says which.

7.4 Accuracy and review. AI Output is generated automatically. It may be incomplete, inaccurate or inappropriate, and it is not professional, legal, safety or technical advice. You are responsible for: (a) reviewing AI Output before relying on it for decisions that affect consumers, including warranty, refund and safety decisions; (b) setting your AI assistant's instructions, tone, escalation rules and the information it may use; (c) deciding whether AI may reply to consumers without human review.

7.5 Transparency to consumers. We are adding notices to AI chat and labels to AI-written messages so that End Users can see they are dealing with AI, in line with Article 50 of the EU AI Act, as section 6 of the AI Statement describes. Once they are in place, you must not remove or obscure them. You are responsible for any other obligations that fall on you as a deployer of AI systems.

7.6 Ownership. As between us, AI Output generated for you is Customer Data and belongs to you. Similar output may be generated for other customers, and we give no assurance that AI Output is unique or free of third-party rights.

7.7 Preview AI Features. An AI Feature is a Preview Feature only when the Service labels it "Preview" or "beta" (clause 2.7).

In short: you choose which AI features you use. Our AI providers never train on your data, and our own improvement uses only de-identified data you can switch off. Check what AI produces before relying on it.

#8. Integrations and third-party services

8.1 Tenant-directed integrations. You may connect the Service to services you choose and contract with directly. These include your ERP (for example Epicor Kinetic, SAP or IFS), your own Twilio, ShipEngine or carrier accounts, outbound webhooks, external MCP servers you add to your AI assistant, device sources (for example Azure IoT Hub) and other APIs ("Third-Party Services").

8.2 Your instruction. When you connect a Third-Party Service, you instruct us to send Customer Data to it and receive data from it as you configure. Third-Party Services are not our sub-processors. Your use of them is governed by your contract with their provider. We are not responsible for them, their availability, or what they do with data once it leaves the Service.

8.3 Credentials. We store the credentials you give us for Third-Party Services encrypted, separately from other Customer Data, and use them only to run your integration.

8.4 Changes by providers. If a Third-Party Service changes or stops its API in a way that affects an integration, we will make reasonable efforts to adapt. We are not in breach of the Agreement if we cannot.

In short: when you plug in your own systems (ERP, Twilio, webhooks and so on), data goes where you send it, under your contract with that provider.

#9. Payments taken through the Service

9.1 Stripe Connect. If you enable commerce, spare-parts, repair or other payment features, you connect your own Stripe account through Stripe Connect. Consumer payments are made as direct charges on your Stripe account. You are the merchant of record and the seller, and your agreement with Stripe governs those payments. Stripe is on our Sub-processor List for the payment processing and fraud prevention it provides through the Service.

9.2 Platform fee. For each payment processed through the Service, we charge the platform fee in your Order Form or the Price List (currently 2% plus £0.25, with the £0.25 converted into the payment currency at the exchange rate on the payment date). It is collected through Stripe as an application fee on your account, and it is a fee for our supply of the Service to you, not a commission on your sales. Stripe's own fees are separate and charged by Stripe.

9.3 Your responsibilities. You are responsible for pricing, taxes on your sales, receipts and invoices to consumers, refunds, chargebacks and disputes, delivery, and consumer rights relating to what you sell. We are not a party to your sale to the consumer. Clause 10C sets out these obligations in full.

In short: you sell to your customers through your own Stripe account and are the merchant of record. We take a small platform fee.

#10. Your relationship with consumers

10.1 You are the trader. Towards consumers and other end users of your portal ("End Users"), you are the brand, the trader, the warrantor and the guarantor. We are not a party to any warranty, guarantee, sale, return or repair between you and an End User.

10.2 Notices to End Users. You must make available to End Users, through your portal: (a) a privacy notice that identifies you as controller and accurately describes your use of their data. We provide a default template you can adopt and edit, and you are responsible for its content once you publish it; (b) your warranty, guarantee, returns and sales terms, where relevant; and (c) any other information consumer law requires of you.

10.3 End-User Terms. We provide template End-User Terms for End Users' use of your portal. You offer them to your End Users as your own terms: you are the only party to them with your End Users, and BrandedMark is not a party. We may show End Users a short, non-contractual notice explaining BrandedMark's role. You may adapt the template, but you must not present End Users with terms that make BrandedMark a party, or that otherwise increase our liability.

10.4 Requests from End Users. If an End User contacts us about your products or their personal data, we will refer them to you, or pass the request to you under the DPA.

In short: to your customers, you are the brand and the warrantor. You publish your own privacy notice (we give you a template) and your own sales and warranty terms.

#10A. Trade Partners and Field Users

10A.1 Who they are. Where your plan or Order Form includes them, you can add the businesses you work with to your tenant, for example dealers, distributors, importers, installers, service agents and rental outlets ("Trade Partners"). You can give their staff access ("Trade Partner Users"), and you can give your own engineers and field staff access through the consumer and field app ("Field Users"). Trade Partner Users and Field Users act for you within the access you configure. These features may carry additional Fees, as set out in your Order Form or the Price List (for example the Partner (Dealer) add-on).

10A.2 Your responsibility. You are responsible for: (a) deciding which Trade Partners and people to add, checking they are who they say they are, and removing access promptly when it should end; (b) the roles, access flags and policies you choose. These include case routing, Trade Partner visibility of cases, refund amounts and consumer details, registering products on a consumer's behalf, stock transfers, the trade-in and ownership-transfer consent policy, order offers to Trade Partners, and which consumer contact details are shown and when; (c) the acts and omissions of Trade Partner Users and Field Users in the Service, as if they were your Authorised Users; and (d) making sure Trade Partner Users know about and follow the Trade Partner User Terms and the AUP.

10A.3 Your agreements with Trade Partners. You must have your own written agreement with each Trade Partner. It must cover, as relevant: (a) data protection, including each party's role, the lawful basis for sharing consumer data, and the Trade Partner's duty to give consumers privacy information when it collects their data for you; (b) confidentiality; (c) warranty handling, claims, labour rates, credits and their settlement; (d) pricing, territories, stock and returns; and (e) the competence and qualifications of their staff. We are not a party to those agreements and do not set prices, territories, margins or commissions between you and your Trade Partners.

10A.4 Consent-sensitive actions. Some features let a Trade Partner User act for a consumer: registering a product on their behalf, taking a unit into trade-in, or starting a transfer of ownership or warranty. You choose the policy that controls these actions, including whether the owner's confirmation or consent is required. Where your chosen policy lets an action proceed without the owner's own action, you are responsible for making sure that is lawful and fair, and for dealing with any dispute. The Service notifies the recorded owner as described in the documentation. We recommend requiring the recorded owner to confirm a trade-in or a transfer of ownership or warranty before it completes.

10A.5 Partner Credits are records. Amounts the Service records as owed to or by a Trade Partner, for example warranty labour, parts or handling credits ("Partner Credits"), are records for your accounting. They are not payments, invoices or settlement by us, and we do not hold or move money between you and your Trade Partners.

10A.6 Who sells. Unless an Order Form or the Service expressly says otherwise: (a) where a consumer pays through your Stripe Connect account, you are the merchant of record, even if a Trade Partner fulfils, fits or collects the order (clause 9); (b) the Service does not let a Trade Partner sell to consumers through its own payment account. Where a Trade Partner fulfils, fits or collects your order, you remain the seller, and you pay the Trade Partner outside the consumer's payment (for example against Partner Credits, clause 10A.5). If we ever offer a feature that lets Trade Partners sell, we will update these Customer Terms and the DPA under clause 22 before it is available to you. In all cases we are a technology provider, not a marketplace, agent or party to the sale.

In short: dealers, installers and service agents you add are your partners and your responsibility. You need your own agreements with them. We provide the tools, do not move money between you, and are not a party to their sales.

#10B. Electronic signatures, Signed Forms and safety-critical work

10B.1 Signed Forms. The Service can capture electronic signatures on forms such as handover, pre-delivery inspection, commissioning, inspection, trade-in and consent forms. It seals each completed form that at least one person has signed as a PDF with an audit page ("Signed Form"). Each Signed Form records the signers' names, the time, IP address, user agent, the consent text shown, and a cryptographic hash of the document.

10B.2 What kind of signature this is. Signatures captured in the Service are simple electronic signatures (within the meaning of Article 3(10) of the UK and EU eIDAS Regulations and section 7 of the Electronic Communications Act 2000). They are not advanced or qualified electronic signatures. Any document seal and timestamp are applied by the BrandedMark platform, and the audit page says whether a timestamp came from an independent time-stamping authority or from our own systems. We do not warrant that a Signed Form will be accepted as evidence in any particular proceedings or meets a formality requirement of any particular law.

10B.3 Your choice of documents. You decide which documents to sign electronically through the Service. You are responsible for checking that a simple electronic signature is legally sufficient for that document in the relevant country, for example where a law requires a deed, witnessing or a qualified signature.

10B.4 Safety-critical records. Some forms record safety-relevant work, for example gas, electrical or pressure-equipment commissioning, inspections and certificates. You and your Trade Partners are solely responsible for: (a) the competence, registration and qualifications of the people doing the work and signing the record (for example Gas Safe registration); (b) the accuracy of what is recorded; and (c) meeting any statutory record-keeping or notification duty. The Service stores and presents what is entered. We do not verify qualifications or registrations, inspect work, or certify compliance.

In short: e-signatures in BrandedMark are simple electronic signatures with a solid audit trail, not qualified signatures. You choose where to use them. For safety work, the people doing it (not us) are responsible for being qualified and getting it right.

#10C. Selling through the Service: merchant obligations and taxes

10C.1 You are the seller. Any part of your portal through which purchasers buy goods, parts, accessories, repairs, extended warranties or other services is your "Storefront". Every sale through your Storefront is made by you directly to the purchaser. You are the merchant of record and the purchaser's contracting party, even where a Trade Partner fulfils, fits or collects the order (clause 10A.6). We provide software and hosting to you. We do not buy, sell, offer, take title to, or act as agent for anything sold through the Service, and we do not operate a marketplace on our own account.

10C.2 Taxes are yours. You are solely responsible for: (a) deciding whether and how VAT, sales tax, customs duty, import VAT, excise and any other tax or charge applies to your sales; (b) registering where required, including under the EU One Stop Shop, Import One Stop Shop or any equivalent scheme; (c) charging, collecting, accounting for and paying those amounts; (d) issuing compliant invoices, credit notes and receipts to purchasers; (e) filing returns and keeping records. You must keep your legal entity details, tax registrations and Storefront location settings accurate.

10C.3 Tax tools are aids only. Any tax calculation, rate lookup, product tax category, invoice template, or connection to a third-party tax service (including Stripe Tax) is provided to help you and is supplied as is. You must check how it is configured and what it produces. We do not give tax, legal or accounting advice, and we are not responsible for any tax, interest or penalty resulting from your use or non-use of these tools.

10C.4 Consumer law and Storefront policies. You must comply with the consumer protection, distance-selling, e-commerce, product information, pricing, accessibility and data protection laws that apply to your sales, wherever your purchasers are. You must publish, keep up to date and honour your own terms of sale, returns and refunds policy (including statutory cancellation rights), warranty terms, delivery information, privacy notice, and your identity and contact details as trader. Any template text we provide is a starting point that you adopt as your own and must review.

10C.5 Pricing and display. You set all prices, discounts, delivery charges and promotions, and you are responsible for displaying them lawfully, including tax-inclusive prices for consumers where required and the seller's identity at each stage of checkout.

10C.6 Product legality, safety and recalls. You must make sure that everything you or your Trade Partners sell is lawful to sell in each destination, is safe, matches its description, and meets the product-safety, labelling, conformity-marking, extended producer responsibility and restricted-substance rules that apply, and that it is not something the AUP prohibits. You are responsible for any product recall or safety notice. You may use the Service to contact affected purchasers in line with the law.

10C.7 Payments, refunds, chargebacks and fraud. Payments are processed by your payment provider under your own account. You are responsible for refunds, returns, cancellations, disputes, chargebacks, reversals, fraud losses, reserves and payment-provider fees on your sales, and for answering purchaser complaints. We are not liable for any amount your payment provider withholds, reverses or debits. We do not refund our platform fee because a sale is refunded or charged back.

10C.8 Your payment-provider agreement. To accept payments you must open and keep an account with Stripe (or another provider we support) and accept that provider's terms directly with it, including the Stripe Connected Account Agreement and the Stripe Services Agreement. We are not a party to that agreement, and we are not a bank, payment institution or e-money issuer. You authorise us to instruct your provider to collect our platform fee from your balance, and to access the account data we need to run the Service.

10C.9 Verification. When we or your payment provider ask, you must give accurate, complete and current information about your business, its owners and controllers and its bank accounts, and keep it up to date. We or your provider may verify it, and may delay or refuse onboarding if it is incomplete or cannot be verified.

10C.10 Shipping, customs and duties. You are responsible for fulfilment and delivery, risk in transit (as between you and us), export and import compliance, customs declarations, whether goods ship duty paid or unpaid, and all duties, import taxes and handling fees. You must tell purchasers clearly who pays them.

10C.11 Trade Partners. If you let Trade Partners use your Storefront: (a) you are responsible for selecting, contracting with, onboarding and supervising them, and for their compliance with these Customer Terms, the Trade Partner User Terms and the law; (b) Trade Partners do not sell through the Service. The Service does not offer a function in which a Trade Partner takes payment from purchasers through its own payment account, and you must not present a Trade Partner to purchasers as the seller of an order you take; (c) as between you and us, you operate any multi-seller or dealer-selling function on your Storefront, and you (not we) contract with your Trade Partners for access to it; and (d) where you sell and a Trade Partner fulfils, fits or collects, you remain the seller, and any credit to the Trade Partner is a matter between you and them (clause 10A.5).

10C.12 Platform reporting and deemed-supplier rules. If any law treats you or us as a platform operator, marketplace, electronic interface, deemed supplier or marketplace facilitator for sales on your Storefront (including under the EU and UK reporting rules for digital platforms, Article 14a of the EU VAT Directive, section 5A of the Value Added Tax Act 1994, or US state marketplace-facilitator laws): (a) you will meet any obligation that falls on you, including seller due diligence and reporting; (b) you will promptly give us the information, documents and cooperation we reasonably ask for, so that we can meet or rebut any obligation asserted against us; (c) you authorise us to give a tax authority information about you, your Trade Partners and their sales where we reasonably believe the law requires it; and (d) you will indemnify us against any tax, duty, interest, penalty and reasonable professional costs assessed on or incurred by us because of sales made by you or your Trade Partners, except to the extent caused by our breach of the Agreement.

10C.13 Indemnity. You will indemnify us against third-party claims (including by purchasers, Trade Partners, regulators and tax authorities) arising from your sales, your products, your Storefront content and policies, your Trade Partners' acts and omissions, or your breach of this clause 10C. Clause 15.5 (procedure) applies.

10C.14 Suspending selling features. We may suspend or limit checkout or other selling features (keeping the rest of the Service running where practicable) if we reasonably believe continuing would breach the law, a payment provider's rules or the AUP, or would expose us to a tax, reporting or regulatory obligation you have not addressed. Where lawful and practical we will give notice and reasons first, and we will restore the features once the issue is resolved.

10C.15 Our fees. All our Fees, including subscription Fees and per-transaction platform fees, exclude VAT and other taxes, which you will pay in addition where they apply, or self-account for under the reverse charge (clause 11.3). Platform fees are payment for our supply of the Service to you. They are not part of the price your purchasers pay. They are shown in your payment provider account as they are collected, and where the law requires us to issue an invoice or VAT invoice for them, we will.

In short: on your Storefront you are the seller. Taxes, invoices, consumer law, refunds, chargebacks, product safety and shipping are yours, including when your dealers fulfil or fit an order. If a tax authority comes after us because of your sales, you cover it. Our fees are for our software, excluding VAT.

#11. Fees, invoicing and taxes

11.1 Fees. You will pay the fees in your Order Form and, for usage beyond your plan, the metered rates in your Order Form or the Price List (for example tags created, AI resolutions, AI generations, AI thinking and usage packs) (together, "Fees"). The "Price List" is our standard price list published at https://www.brandedmark.com/legal/pricing, in the version current when your Order Form was signed or your checkout completed. Your Order Form records that version. A later version applies to you only as clause 11.6 allows.

11.2 Invoicing and payment. Unless your Order Form says otherwise: (a) subscription Fees are invoiced in advance for each billing period; (b) metered Fees are invoiced in arrears; (c) we collect Fees through Stripe using your payment method on file, or you pay our invoice within 30 days of its date; (d) Fees are in the currency stated in the Order Form.

11.3 Taxes. Fees exclude VAT and other sales taxes. You will pay any VAT or similar tax we are required to charge. Where you are a business established outside the UK, you will give us your VAT or equivalent registration number. Where the reverse-charge mechanism applies (for example business customers in the EU), you will account for VAT in your country, and our invoice will say so. Each party bears its own income taxes. If you must withhold tax, you will gross up the payment so we receive the full Fee, unless we can recover the withholding.

11.4 Disputes. If you dispute an invoice in good faith, tell us in writing within 30 days of its date with your reasons. Pay the undisputed part on time. We will work together to resolve the dispute within 30 days.

11.5 Late payment. If undisputed Fees are overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend under clause 12.1(c).

11.6 Price changes. We may change Fees for a renewal term by giving you at least 60 days' written notice before the renewal date. Fees will not increase during a Subscription Term unless your Order Form says so, except metered rates. We will give 60 days' notice of any increase in those too, and you may terminate the affected Order Form before the increase takes effect.

11.7 Refunds. Fees are non-refundable except where these Customer Terms give a pro-rata refund (clauses 14.3, 15.3, 18.3, 20.4, 21.2, 22.3 and 25.2), where another document in the Agreement gives one (for example section 4 of the SLA and the DPA's sub-processor objection right in DPA clause 6.4), or where the law requires one.

In short: pay in advance for your plan, in arrears for metered usage. VAT is extra (reverse charge for EU businesses). Price rises need 60 days' notice and apply at renewal.

#12. Suspension

12.1 When we may suspend. We may suspend all or part of your access to the Service only to the extent reasonably necessary and only if: (a) your use poses a security risk or threat to the Service, other customers or any person; (b) your use is unlawful, or materially breaches the AUP, or we are required to by law or a regulator; or (c) undisputed Fees are more than 30 days overdue and you have not paid within 10 days after our written notice warning you of suspension.

12.2 How. We will give you notice before suspending, or where that is not practicable (for example an active security incident), as soon as possible afterwards with our reasons. We will limit suspension in scope and time to what is necessary, and restore access promptly once the cause is resolved.

12.3 Public resolvers during suspension. Where reasonably possible, we will keep GS1 Digital Link resolution and public Digital Product Passport pages working during a suspension under clause 12.1(c), so that products in the market are not affected.

In short: we only suspend for security, illegality or serious non-payment, with notice where possible. We try to keep public product passports live.

#13. Intellectual property

13.1 Our IP. We and our licensors own the Service, the software, designs, templates, documentation, Usage Metrics and all improvements to them, and all intellectual property rights in them. Nothing in the Agreement transfers those rights to you, except the rights to use the Service set out in it.

13.2 Your IP. You and your licensors own Customer Data and your trade marks, logos, product designs and content. You grant us the rights in clause 5.2. You also grant us a licence to show your name and logo in our customer lists and marketing, which you may withdraw at any time by emailing [email protected].

13.3 Restrictions. Except as the Agreement expressly allows, or as law permits in a way that cannot be excluded by contract, you must not, and must not allow or help anyone else to: (a) reverse engineer: decompile, disassemble, decrypt or otherwise try to derive the source code, object code, algorithms, model configuration, system prompts, internal APIs or architecture of the Service; (b) copy or create derivative works: copy, modify, translate, frame, mirror or create derivative works of the Service, its user interface, workflows, templates or documentation, except your own Customer Data and AI Output and templates you customise in the Service; (c) resell: sell, resell, sublicense, rent or provide the Service to third parties as a service bureau, except to your Affiliates, End Users, Trade Partner Users and Field Users through the Service's intended features, or under a written partner agreement with us; (d) compete or benchmark: use the Service to design, build, train, benchmark or improve a product or service that competes with it or substantially replicates its features, workflows or look and feel, or publish benchmark or comparative test results without our written consent; (e) scrape: use robots, crawlers, scrapers, headless browsers, browser extensions, macros or other automated means to access, collect, copy or monitor the Service or its content. The exceptions are the Developer Tools used under the Developer Terms, automation we provide in the product, and normal search-engine indexing of public product pages and passports; (f) use AI to replicate the Service: use, or allow, any artificial intelligence, machine learning, large language model, agent or similar tool to analyse, map, reconstruct, replicate, clone or extract the Service's code, prompts, models, model behaviour, workflows, business logic, data structures, schemas, APIs or user interface. That includes giving such a tool screenshots, recordings, page source, network traffic, front-end bundles or API responses for that purpose. This does not stop you using AI tools on your own Customer Data and AI Output for your own business; (g) distil or train: systematically capture the behaviour of our AI Features, including their prompts, instructions or models, or generate synthetic training data from them, to train, fine-tune, distil or develop any AI or machine-learning model that competes with the Service. This does not limit your use of your own Customer Data, including AI Output, for any purpose; (h) manipulate AI Features: deliberately try to bypass or manipulate the instructions, guardrails, permissions or safety measures of any AI Feature. That covers prompt injection (including instructions hidden in files, URLs, emails or webhooks you route into the Service), jailbreaking, attempts to reveal system prompts or hidden instructions, and attempts to make an AI Feature access data or take actions beyond your permissions; (i) circumvent: get around or interfere with usage limits, rate limits, quotas, plan restrictions, access controls, authentication or security features, or create or coordinate accounts to do so or to evade a suspension; or (j) security-test: probe, scan, load-test or penetration-test the Service, except under our Responsible Disclosure Policy at https://www.brandedmark.com/legal/responsible-disclosure or with our written authorisation.

13.4 Interoperability. Nothing in clause 13.3 limits any right you have under sections 50B or 296A of the Copyright, Designs and Patents Act 1988 (decompilation for interoperability), or equivalent mandatory law. Before relying on such a right, please ask us for the interoperability information you need, and give us a reasonable opportunity to provide it.

13.5 Enforcement. A breach of clause 13.3(d) to (i) is a material breach that cannot be remedied for the purposes of clause 20.1. We may suspend the credentials or accounts involved under clause 12.1. Damages may not be an adequate remedy, so we may seek an injunction.

In short: we own the platform, you own your brand and data. Don't copy, resell, scrape or reverse engineer the platform, including with AI tools. Don't use its outputs to train a competing model, and don't try to trick its AI.

#14. Warranties and disclaimers

14.1 Mutual. Each party warrants that it has authority to enter into the Agreement and will comply with laws that apply to it in performing it.

14.2 Our warranties. We warrant that during each Subscription Term: (a) the Service will perform materially in accordance with its documentation; (b) we will not materially reduce the overall functionality of a paid module; (c) we will provide the Service with reasonable skill and care, using personnel with appropriate skills; (d) we will maintain the security measures in the DPA; and (e) we will use industry-standard measures designed to stop viruses and malware being introduced into the Service. Uploaded files are scanned for malware.

14.3 Remedy. If we breach clause 14.2(a) or (b), tell us within 45 days of the breach with enough detail to reproduce it. We will use reasonable efforts to correct it. If we cannot do so within 30 days of your notice, you may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the remaining term. This is in addition to any service credits agreed in an Order Form (clause 16.5). Subject to clause 16, it is your sole remedy for those breaches. Unavailability of the Service is dealt with by section 4 of the SLA, which is the sole remedy for it as set out there.

14.4 Your warranties. You warrant that you have all rights, consents and lawful bases needed to give us Customer Data and for us to process it under the Agreement, and that your product information and claims published through the Service are accurate and lawful.

14.5 Disclaimer. Except as set out in the Agreement, the Service is provided without any other warranty, condition or term, whether express or implied by statute, common law or otherwise. That includes those as to satisfactory quality and fitness for purpose, to the extent the law allows. We do not warrant that the Service will be uninterrupted or error-free, that AI Output will be accurate, or that the Service will meet any regulatory requirement specific to your products (including ESPR delegated acts not yet adopted), except as the Agreement expressly states.

In short: we promise the platform works as described, is run competently and securely, and we won't strip out features you pay for. Beyond that, no other promises.

#15. Indemnities

15.1 Our IP indemnity. We will defend you against any claim by a third party that your use of the Service in line with the Agreement and the user guides and help-centre articles we publish for the Service (the "Documentation") infringes that third party's intellectual property rights in the United Kingdom or the European Economic Area. We will pay any damages and costs finally awarded, or agreed by us in settlement, up to the limit in clause 16.4.

15.2 Exclusions. Clause 15.1 does not apply to any claim to the extent it arises from: (a) Customer Data, Customer Content, Third-Party Services, or your content, product designs, documents or trade marks; (b) AI Output of any kind. AI Output is Customer Data (clause 7) and is not covered by this indemnity. This includes claims about its content, its similarity to third-party material, or how you use it; (c) modification of the Service other than by us; (d) combination of the Service with anything not provided by us, where the claim would not have arisen without the combination; (e) use of the Service outside the Documentation, in breach of the Agreement, or after we told you to stop using an allegedly infringing part; or (f) Preview Features (clause 2.7).

15.3 Our options. If the Service is, or we reasonably think it is likely to be, subject to such a claim, we may get you the right to keep using it, modify it so it is non-infringing without materially reducing its functionality, or, if neither is reasonably possible, terminate the affected Order Form and refund prepaid Fees for the remaining term pro rata.

15.4 Your indemnity. You will defend us against any claim by a third party (including an End User, regulator or rights holder) arising from: (a) Customer Data, including a claim that it infringes rights or was collected or used unlawfully by you; (b) your products, product information (including safety information and instructions given to End Users through the Service using that information), sustainability claims, warranties, guarantees, sales, returns, repairs or recalls; (c) your use of the Service in breach of the AUP or the law; or (d) Third-Party Services you connect. You will pay any damages and costs finally awarded, or agreed by you in settlement. This does not apply to the extent the claim arises from our breach of the Agreement.

15.5 Procedure. The party seeking protection must: (a) notify the other promptly in writing (a delay only reduces the indemnifier's obligation to the extent it is prejudiced); (b) give the indemnifier sole control of the defence and settlement, but no settlement may admit fault or impose obligations on the indemnified party without its consent (not to be unreasonably withheld); (c) give reasonable help at the indemnifier's cost; and (d) take reasonable steps to mitigate its losses.

15.6 Exclusive remedy. This clause 15, together with any termination rights, is each party's exclusive remedy for the third-party claims it covers.

In short: we cover you, up to the Data Cap, if the platform itself infringes someone's IP in the UK or EEA. We don't cover AI Output, your content or combinations. You cover us, up to the same Data Cap, for claims about your products, your data, your sales and your promises to consumers.

#16. Limitation of liability

16.1 Unlimited liability. Nothing in the Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay Fees properly due; (d) your indemnity in clause 10C.12(d) for taxes assessed on us because of your sales; or (e) any liability that cannot be limited or excluded by law. For customers to whom the EU Data Act applies, this includes liability for intentional acts or gross negligence, meaning a serious and conscious disregard of an obvious risk, going well beyond ordinary carelessness, in relation to data-related obligations under the Agreement.

16.2 Excluded losses. Subject to clause 16.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profits, revenue, sales or business; (b) loss of anticipated savings; (c) loss of goodwill or reputation; or (d) any indirect or consequential loss. This clause 16.2 does not exclude: your liability for Fees; our obligation to give refunds (or any service credits agreed in an Order Form) under the Agreement; or the reasonable costs of restoring lost or corrupted Customer Data and of mandatory breach notifications, where caused by the other party's breach of clause 18 or the DPA (these count as direct losses within the Data Cap).

16.3 General cap. Subject to clauses 16.1, 16.2 and 16.4, each party's total liability arising out of or in connection with the Agreement in each Contract Year is limited to the greater of: (a) the total Fees paid and payable by you under the Agreement in the 12 months before the event giving rise to the claim; and (b) £15,000 (the "General Cap"). For example, on a plan with Fees of £2,500 a month the General Cap is £30,000 and the Data Cap is £60,000.

16.4 Data cap. For claims arising from a party's breach of clause 17 (Confidentiality), clause 18 (Data protection and security) or the DPA, and for our liability under the IP indemnity in clause 15.1 or your liability under your indemnity in clause 15.4, that party's total liability in each Contract Year is limited to two times the General Cap (the "Data Cap"). The Data Cap is in addition to, not part of, the General Cap, and each party's indemnity and its data-protection and confidentiality claims share one Data Cap.

16.5 Service credits. The SLA does not include service credits. Any service credits agreed in an Order Form count towards the General Cap.

16.6 Why these limits are reasonable. The Fees reflect these allocations of risk and the insurance each party can reasonably obtain. You may ask us to negotiate higher caps for a higher Fee in an Order Form; we agree higher caps only where our insurance covers them.

In short: neither of us pays the other for lost profits or indirect losses. Otherwise liability is capped at the greater of 12 months' fees and £15,000, doubled for data, confidentiality and each party's indemnity. Some things, like fraud and injury, are never capped.

#17. Confidentiality

17.1 Obligations. Each party (the "Recipient") will keep the other's Confidential Information confidential, use it only to perform or exercise rights under the Agreement, and protect it with at least the care it uses for its own similar information, and no less than reasonable care.

17.2 Permitted disclosure. The Recipient may disclose Confidential Information to its and its Affiliates' employees, officers, contractors, professional advisers, insurers and (for us) sub-processors, who need to know it and are bound by confidentiality obligations no less protective. The Recipient remains responsible for them.

17.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was lawfully known to the Recipient without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

17.4 Compelled disclosure. The Recipient may disclose Confidential Information if required by law, court order or regulator, after giving the discloser prompt notice where lawful, and disclosing only what is required.

17.5 Duration. These obligations continue for five years after the Agreement ends, and indefinitely for trade secrets and Personal Data. Customer Data is also protected by clause 5 and the DPA.

17.6 Material we share by link. We may send you proposals, decks, documentation, recordings and other material through links on our sharing service at *.brandedmark.sh ("BrandedMark Share"). That material is our Confidential Information unless it is marked public. Links may be personal to the named recipient, so please do not forward them. We record when a link is opened, how long it is viewed and how far videos are played, so we can follow up and improve our material. Our Share privacy notice explains this. BrandedMark Share is a separate service from the Service, and no Customer Data is stored in it unless you send it to us.

In short: we both keep each other's confidential information secret, for at least five years.

#18. Data protection and security

18.1 DPA. Each party will comply with its obligations under the DPA and Data Protection Laws. The DPA sets out how we process Personal Data in Customer Data as your processor, our security measures, our sub-processors and international transfers.

18.2 Hosting location. We host Customer Data in Microsoft Azure data centres in the European Union (Netherlands), with geo-redundant copies in Ireland. Sub-processors that process Customer Data elsewhere are listed, with their transfer safeguards, at https://www.brandedmark.com/legal/subprocessors.

18.3 Security. We will maintain the technical and organisational measures in the DPA. We will not materially decrease the overall level of security during a Subscription Term. We will notify you of a Personal Data Breach affecting Customer Data without undue delay, with a target of 48 hours and in any event within 72 hours of becoming aware of it (DPA clause 8.1). If a Personal Data Breach caused by our material breach of this clause 18 occurs, you may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees.

18.4 Our own processing. We are a controller for the limited personal data we process to manage our relationship with you (for example your contacts' names and emails, billing contacts, and staff-user sign-in and security data). Our Privacy Policy at https://www.brandedmark.com/legal/privacy explains how we do so.

18.5 Support access. (a) Who and why. Named BrandedMark staff may access your tenant to provide support you request, investigate incidents, and keep the Service secure and working. That can include viewing it as a named user would see it ("view as"), which only named staff do. We also use automated tools to operate, support and secure the Service. They work under the same confidentiality and security controls as our staff, are used only for those purposes, and never view your tenant as a user. (b) Read-only by default. Support access is read-only. We act as a user or make changes in your tenant only where you ask us in writing, for example in a support ticket, or where a tenant administrator approves it. Changes we make that way are made on your instructions. (c) Records. We record each support access to your tenant by our staff (who, when and why, with the ticket or incident reference) and keep that record for at least one year. A tenant administrator can ask us for a copy at any time. (d) Switching it off. A tenant administrator can ask us to stop support access to your tenant. If you do, we may not be able to investigate or resolve some issues, and the SLA response times for them do not apply. We may still access your tenant without approval where needed to deal with an active security incident or to comply with law, and we will tell you afterwards unless the law prevents it. (e) Safeguards. Support access is limited to named staff, our automated tools are used only as described in (a), and both are covered by the confidentiality and security commitments in clause 17 and the DPA.

In short: the DPA covers your data. We host in the EU and tell you of a breach without undue delay, aiming for 48 hours and never later than 72 hours. Our support team can look at your tenant read-only to help you; our automated tools only operate, support and secure the Service and never view your tenant as a user. Anything more needs your request or your admin's approval, every staff access is recorded, you can ask for the record, and you can ask us to stop.

#19. Term and renewal

19.1 Agreement term. The Agreement starts on the date you first sign or accept an Order Form and continues until all Order Forms have ended.

19.2 Subscription Term and renewal. Each Order Form starts on its start date and continues for its initial term ("Subscription Term"). Unless the Order Form says otherwise, it then renews automatically for successive periods equal to the initial term (monthly or annual), unless either party gives at least 30 days' written notice of non-renewal before the end of the current term. You can give non-renewal notice in your billing settings or by email to [email protected].

19.3 Annual, paid monthly. Where your plan or Order Form is "Annual, paid monthly" ("APM"), the Subscription Term is 12 months and the subscription fee for those 12 months is committed, but billed in equal monthly instalments in advance. Your Order Form states the early-termination charge for an APM term (clause 20.4(c)).

In short: subscriptions auto-renew unless either side gives 30 days' notice. An APM plan is a 12-month commitment paid month by month.

#20. Termination

20.1 For breach. Either party may terminate the Agreement or an affected Order Form by written notice if the other party commits a material breach that is not capable of remedy, or that is not remedied within 30 days after written notice describing it.

20.2 For insolvency. Either party may terminate by written notice if the other becomes insolvent, enters administration, liquidation, a company voluntary arrangement or any equivalent process in any jurisdiction, or ceases to carry on business (to the extent the law allows termination on these grounds).

20.3 Switching. If you are an EU customer, or wherever otherwise required by law, you may terminate under Schedule A (Switching and Exit). We also give that right to all customers.

20.4 Effect of termination. When the Agreement or an Order Form ends: (a) your right to use the affected Service ends, subject to Schedule A and Schedule B; (b) you will pay Fees due up to the end date. If you terminate for our breach under clause 20.1, or under clauses 14.3, 15.3, 18.3, 22.3, 25.2, section 4 of the SLA or the DPA's sub-processor objection right (DPA clause 6.4), we will refund prepaid Fees for the period after termination pro rata; (c) if you end a fixed Subscription Term early (including by switching provider under Schedule A), the Fees for the rest of that term remain payable, and prepaid Fees are not refunded, but only where your Order Form states this early-termination charge. If your Order Form states no early-termination charge, you pay Fees only up to the end date; (d) Schedule A applies to retrieval and deletion of Customer Data, and Schedule B to Digital Product Passports; (e) each party will return or destroy the other's Confidential Information on request, except as required by law or retained in routine backups (which remain confidential).

20.5 Survival. Clauses 5, 6.3, 6.4(e) and (g), 10C.12, 10C.13, 11 (for Fees due), 13, 15, 16, 17, 18 (to the extent we still hold Customer Data), 20.4, 20.5, 26, Schedules A and B and any other clause that by its nature should survive, survive termination.

In short: either of us can end the Agreement for unremedied serious breach or insolvency. When it ends, the exit and passport-continuity schedules apply.

#21. Force majeure

21.1 Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, government action or failures of public utilities or the internet ("Force Majeure Event"). It must: (a) notify the other promptly; (b) use reasonable efforts to mitigate the event; and (c) resume performance as soon as possible. A Force Majeure Event does not excuse payment of Fees already due.

21.2 If a Force Majeure Event prevents the Service from operating substantially for 30 consecutive days, either party may terminate the affected Order Form by written notice, and we will refund prepaid Fees for the period after termination pro rata.

#22. Changes to these terms and policies

22.1 Changes. We may update these Customer Terms, the SLA, the AUP, the DPA or other incorporated policies from time to time. We will publish each new version with its effective date, and keep the previous versions in our archive. Changes to Fees and to the Price List are governed by clause 11.6, not this clause.

22.2 Notice of material adverse changes. If a change materially and adversely affects you, we will give you at least 30 days' written notice before it takes effect for your current Subscription Term. Material adverse changes include: (a) reducing our security commitments; (b) reducing a cap or service credit; (c) adding a new category of sub-processor processing outside the UK/EEA; or (d) widening support access under clause 18.5 or Service Improvement under clause 6.4. Changes made to comply with law, or that are needed urgently for security, may take effect sooner if necessary. We will tell you why.

22.3 Your right to reject. If you object to a material adverse change, tell us in writing before it takes effect. We will discuss it with you in good faith. If we do not agree an alternative, you may terminate the affected Order Form before the change takes effect and receive a pro-rata refund of prepaid Fees. Otherwise the change applies from its effective date or, if you prefer, from your next renewal. Your continued use alone does not mean you accept a material adverse change.

22.4 Other changes. Changes that are not materially adverse (for example clarifications, new features, or added protections) take effect when published.

22.5 Order Forms. Signed Order Forms can only be changed in writing signed by both parties.

22.6 Special terms survive changes. A term in your Order Form that replaces part of these Customer Terms or another incorporated document keeps applying, in place of the changed wording, until that Order Form ends, unless we both agree otherwise in writing. If a change gives you a better position than your special term, you may choose the new wording instead.

In short: we tell you 30 days ahead of any change that makes things worse for you, and you can walk away with a refund instead of accepting it.

#23. Notices

23.1 Notices under the Agreement must be in writing and sent by email: (a) to us at [email protected] (with a copy for security and data matters to security@ or [email protected]); (b) to you at the notice email in your Order Form or account (your account owner's email if none is given).

23.2 An email notice is received when sent, unless the sender receives an automated delivery failure. Notices of breach, termination or a claim should also be sent by recorded post to the recipient's registered office.

23.3 Operational notices (for example maintenance, sub-processor updates and new features) may be given through the Service, our status page (status.brandedmark.com) or by email to your administrators.

#24. Assignment and subcontracting

24.1 Neither party may assign or transfer the Agreement without the other's written consent (not to be unreasonably withheld). Either party may assign it without consent, on written notice, to an Affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its relevant business or assets, provided the assignee is not your competitor (for assignments by you) and agrees to be bound.

24.2 We may subcontract parts of the Service. Sub-processors of Personal Data are governed by the DPA. We remain responsible for our subcontractors' performance.

#25. Compliance

25.1 Anti-bribery. Each party will comply with the Bribery Act 2010 and other applicable anti-bribery laws in connection with the Agreement.

25.2 Sanctions and export control. Each party warrants that it, and in your case your Authorised Users, are not the target of UK, EU, UN or US sanctions, and will not use or make the Service available in breach of sanctions or export controls. That includes EU Regulation 833/2014 (which restricts providing enterprise-management software to certain Russian entities). Either party may terminate the Agreement immediately by notice if the other breaches this clause, or if continuing would put it in breach of sanctions. If we terminate under this clause for reasons outside your control, we will refund prepaid Fees pro rata to the extent lawful.

#26. Governing law and disputes

26.1 Escalation. Before starting proceedings (other than for urgent injunctive relief or to collect undisputed Fees), each party will refer a dispute to its senior representatives, who will meet (virtually is fine) within 15 business days of a written request and try in good faith to resolve it within 30 days.

26.2 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes) arising out of or in connection with it, is governed by the law of England and Wales.

26.3 Courts. The courts of England and Wales have exclusive jurisdiction. This is an exclusive choice-of-court agreement for the purposes of the Hague Convention on Choice of Court Agreements 2005. Either party may seek urgent injunctive relief in any court of competent jurisdiction.

#27. General

27.1 Entire agreement. The Agreement is the entire agreement between us about its subject matter and supersedes prior proposals and understandings. Each party acknowledges it has not relied on any statement not set out in the Agreement. This does not limit liability for fraudulent misrepresentation.

27.2 Variation and waiver. Except under clause 22, changes must be in writing signed by both parties. A failure or delay in exercising a right is not a waiver.

27.3 Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent needed, and the rest of the Agreement remains in force.

27.4 Independent parties. Nothing creates a partnership, agency or employment relationship. Neither party may bind the other.

27.5 Third-party rights. No one other than the parties (and their permitted assigns) has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

27.6 Counterparts and e-signature. Order Forms may be signed in counterparts and electronically, and accepted online. Acceptance online is binding. Online sign-up asks you to accept these Customer Terms and the DPA before you can continue. Signed Order Forms are kept with their signature evidence. When we publish a new version, clause 22 applies.

27.7 Language. The Agreement is in English. If it is translated, the English version prevails.

27.8 Costs. Each party pays its own costs of entering into the Agreement.

27.9 Definitions.

• "AI Features" and "AI Output": as defined in clause 7.1.
• "Affiliate": any entity that controls, is controlled by or is under common control with a party, where "control" means owning more than 50% of the voting rights.
• "APM" and "Annual, paid monthly": as defined in clause 19.3.
• "Authorised Users": as defined in clause 3.1.
• "Confidential Information": information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data, pricing, security information and non-public product plans.
• "Contract Year": each 12-month period starting on the start date of your first Order Form.
• "Customer Content": the substance of Customer Data, such as your product data, documents, conversations, media and consumer records, as distinct from Usage Metrics.
• "Customer Data": as defined in clause 5.1.
• "Data Cap" and "General Cap": as defined in clauses 16.4 and 16.3.
• "Data Protection Laws": the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, the EU GDPR, and national laws implementing the ePrivacy Directive, each as amended (including by the Data (Use and Access) Act 2025), to the extent they apply.
• "Developer Tools" and "Developer Terms": as defined in clauses 3.5 and 1.1(f).
• "Documentation": as defined in clause 15.1.
• "Digital Product Passport" or "DPP": a product passport created or hosted through the Service, including under the EU Ecodesign for Sustainable Products Regulation (EU) 2024/1781 or the EU Batteries Regulation.
• "End Users": as defined in clause 10.1.
• "Fees": as defined in clause 11.1.
• "Field Users", "Trade Partners" and "Trade Partner Users": as defined in clause 10A.1.
• "Order Form": an ordering document or online checkout referencing these Customer Terms.
• "Partner Credits": as defined in clause 10A.5.
• "Personal Data", "controller", "processor" and "Personal Data Breach": have the meanings in the Data Protection Laws.
• "Preview Features": as defined in clause 2.7.
• "Price List": as defined in clause 11.1.
• "Service": the BrandedMark cloud platform and related software, APIs, applications, documentation and support provided under an Order Form. It does not include BrandedMark Share.
• "Service Improvement Data": as defined in clause 6.4(a).
• "Signed Form": as defined in clause 10B.1.
• "Storefront": as defined in clause 10C.1.
• "Subscription Term": as defined in clause 19.2.
• "Third-Party Services": as defined in clause 8.1.
• Other terms are defined where they first appear.

#Schedule A: Switching and Exit

In short: you can leave at any time on up to two months' notice, take all your data in standard formats for at least 30 days, and we charge nothing for switching.

This Schedule implements Chapter VI of the EU Data Act (Regulation (EU) 2023/2854). We apply it to all customers.

A1. Right to switch or exit. You may give written notice at any time that you want to switch to another provider, move to your own infrastructure, or delete your data and leave ("Switching Notice"). The Switching Notice may give up to 2 months' notice. At the end of the notice period, the transition period below starts. When the transition is complete, we will confirm it in writing and the affected Order Form ends, whatever its remaining term (subject to clause 20.4(c)).

A2. Transition period. During a transition period of up to 30 days, we will continue to provide the Service and give reasonable help so you can export and migrate. If a 30-day transition is technically unfeasible, we will tell you within 14 days of the Switching Notice, with reasons, and propose an alternative of no more than 7 months. You may extend the transition once, for a period you consider more appropriate.

A3. Data you can retrieve. You can retrieve Customer Data at any time during the Subscription Term and the retrieval period, without charge: (a) yourself, through the in-product exports and the public API; and (b) as a complete export, when an administrator of your account asks [email protected]. We aim to send a download link to that administrator within 5 business days, and will do so within 30 days. The complete export covers product, serial and tag records, DPP data and documents, GS1 Digital Link mappings, registrations, cases, conversations, returns, orders, reviews and media, in structured, commonly used, machine-readable formats (JSON and CSV), plus original files. Configuration that can be exported (for example experience definitions and templates) is included where the Service supports it. Our proprietary software, our AI processing records (conversation traces, which contain our own instructions), internal security data and Usage Metrics are not included.

A4. Retrieval period. After the Agreement or Order Form ends for any reason, you have at least 30 days to retrieve Customer Data. If your tenant was closed, it can be reopened in that window for export, and we will email the account owner a link to an export file.

A5. Deletion. After the retrieval period we will delete Customer Data from the live Service within 30 days. Deleted data rolls out of backups within a further 65 days, and stored integration credentials within 90 days. We may keep Customer Data where the law requires it, and will keep it confidential and secure. We will confirm deletion in writing on request.

A6. No switching charges. We do not charge for switching, data export or deletion. Any early-termination charges for leaving a fixed-term subscription early are only those disclosed in your Order Form (see clause 20.4(c)).

A7. Security and continuity. During switching we keep the security measures in the DPA and keep the Service running for you until the transition ends.

A8. Exit support beyond this Schedule (for example custom data mapping to a new provider) is available as professional services at the rates in your Order Form.

#Schedule B: Digital Product Passport continuity

In short: product passports and QR codes are often printed on products that stay in the market for years. If you leave, you can take everything with you and have us redirect your links free for 12 months. With the Link Continuity option, your links and passports stay live, read-only, for as long as you keep it.

B1. Why this schedule exists. Data carriers (QR codes, GS1 Digital Link URIs) printed on products may need to keep resolving after you stop subscribing. EU law may require passport data to stay available for a product's expected lifetime and to be backed up with a DPP service provider. This Schedule sets out what we do.

B2. On exit, you can always: (a) Export: take a complete export of passport data, documents and resolver mappings under Schedule A, in formats suitable for loading into another DPP system, free of charge; and (b) Redirect: ask us, before the retrieval period in Schedule A ends, to redirect your GS1 Digital Link and BrandedMark-hosted passport URLs to a new host you nominate, free of charge, for 12 months after termination.

B2A. Link Continuity. Link Continuity is an option you can ask us for, and is set out in your Order Form. If it is on when your subscription ends, lapses or is not renewed, we keep your GS1 Digital Link resolution and your public and restricted passport views live in read-only mode for as long as you keep paying for it, at the monthly rate per 1,000 passports in the Price List or your Order Form. The rest of the Service ends as usual, and Schedule A still applies to your other Customer Data. You can end Link Continuity at any time on 30 days' notice, or replace it with a redirect under B2(b).

B2B. Without Link Continuity or a redirect, once Customer Data is deleted under Schedule A, A5, your links show a generic notice that the product link is no longer active.

B3. Custom domains. Where your data carriers use your own domain, you control its DNS and can repoint it yourself at any time. We recommend using your own domain for carriers printed on long-lived products.

B4. Your obligations. You remain the economic operator responsible for your passports and any legal obligation to keep them available, including any backup copy required by law. We do not act as your nominated DPP backup service provider unless an Order Form expressly says so.

B5. If BrandedMark ceases trading. If we are going to stop providing the Service because of insolvency or a decision to wind up the business, we will, as far as we lawfully can: (a) give you as much notice as possible, aiming for at least 90 days; (b) keep the export features available during that notice; and (c) cooperate with any insolvency practitioner so that passport data and resolver mappings can be handed over to you or a successor provider.

B6. Regulatory status. We provide software and hosting for Digital Product Passports. Until the EU adopts requirements for DPP service providers, we do not claim to be a certified or accredited DPP service provider. We intend to seek certification as soon as a scheme is available, and will update this Schedule when those requirements apply.

#Version history