These terms of use (Terms of Use) explain the terms of use for the site located at https://supplierassurance.com and any successor URL, mobile or localised versions and related sub-domains offered now or in the future, and any of its content (Platform). The Terms apply between NQC Limited (we, us, our) and you, the person accessing or using the Platform (you, your).
You should read these Terms of Use carefully before using the Platform. By using or accessing the Platform, you agree to be bound by these Terms of Use.
Capitalised terms have the meaning set out in section 13.
1. Introduction
1.1 NQC provides online services relating to assessing a Supplier's capability and compliance across a range of subject areas e.g. business operations, sustainability, cyber etc. and collecting other relevant data from the Supplier such as supply chain relationships, products and locations of operations.
1.2 Users need to open an account to access the Service, including SAQs and other related services. The User must complete the registration process on behalf of the Supplier or Buyer by providing NQC with current, true, complete and accurate information, as prompted by the online registration process.
2. Registration
2.1 To be granted access to the Platform, the Supplier and each Buyer must register each person which they wish to be a User by providing the required registration data.
2.2 NQC will automatically treat each User as having the required actual or apparent authority to register company details on behalf of the organisation, submit information and manage access to the Platform and generally to bind the Supplier or Buyer to these Terms of Use.
2.3 Login and password are strictly personal to the User and non-transferable. The Supplier and each Buyer shall each ensure that its Users do not divulge or disclose their password to third parties. In the event that the Supplier or the Buyer or any of their Users become aware that a password may have been divulged, disclosed or discovered by any third party, they shall immediately notify NQC.
2.4 The Supplier and the Buyer shall each designate one or more individual Users from their organisation to manage access to the Platform by other Users.
2.5 The Supplier and the Buyer must immediately inform NQC in the event that a User leaves its employment or no longer requires access to the Platform. NQC retains the right to deactivate a User login and password if there has been no access for a period of ninety (90) days.
3. Access
3.1 Each Buyer and Supplier is responsible for the actions of their respective Users in relation to the Platform and is responsible for all activity and information submitted through its User accounts, including ensuring that its Users comply with these Terms of Use.
3.2 The Supplier and Buyer shall use best endeavours to protect the Platform from viruses when being accessed and used by its Users.
3.3 Users shall take all reasonable steps to ensure that they have the relevant authorisations to provide information on behalf of their organisation and that the information provided through the Platform is accurate and complete in all material respects.
3.4 The information entered on the Platform by the Supplier and its Users will be made available to Buyers registered on the Platform through a Global Search and the use of the Platform Sharing Functions. NQC makes no guarantee to the Supplier that their details will be accessed by the Buyer or that any work will be obtained through the use of this Platform.
3.5 The level of access the Buyer has (and its Users) to the Platform and the Supplier information contained in it may be varied from time to time by NQC in accordance with arrangements entered into between them and that Buyer or a Facilitator (where appropriate).
3.6 NQC reserves the right (in consultation with a Facilitator, where required) to suspend or remove Supplier's Users access to the Platform (and/or to block or remove access to some or all of the Supplier's details contained in it) without notice.
3.7 NQC reserves the right to suspend, change, vary, limit or remove a Buyer's (and its Users') access to the Platform if any of the following events occur:
3.7.1 that Buyer or its Users commit a material breach of these Terms of Use, which cannot be remedied;
3.7.2 that Buyer or its Users commit a material breach of these Terms of Use and fails to remedy, or persists in, any breach of any of its obligations under these Terms of Use after having been notified in writing to remedy or desist such breach within a period of ten (10) Working Days; or
3.7.3 that Buyer fails to pay within ten (10) Working Days after having received a formal reminder to pay any fee due in respect of its access to licensed SAQs or Third Party Datasets within the Platform.
3.8 All access and use of the Platform is subject to the Acceptable Use Policy, available at https://supplierassurance.com/terms-of-use, which is incorporated into these terms by this reference.
4. Supplier's obligations
4.1 The Supplier shall ensure that it and all its Users comply with these Terms of Use and any additional terms notified via the Platform. In the event that there is any conflict between these Terms of Use and any such additional terms, then the provisions of such additional terms shall take precedence over these Terms of Use.
4.2 The Supplier shall use the Platform for lawful and proper purposes only and shall, in any event, comply with all relevant laws within the UK or other jurisdiction from which its Users access the Platform.
4.3 In particular, the Supplier agrees that it (and will procure that its Users) will not:
4.3.1 manipulate any information supplied on the Platform in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;
4.3.2 post, transmit or disseminate any information on or via the Platform which is or may be harmful, obscene, defamatory or otherwise illegal;
4.3.3 use the Platform in a manner which causes or may cause an infringement of the rights of any other, and
4.3.4 use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Platform, including uploading or making available files containing corrupt data or viruses via whatever means.
4.4 The Supplier agrees that its Users shall act as authorised agents for and on behalf of the Supplier in submitting and updating organisation information on the Platform.
4.5 The Supplier represents and warrants that the information it provides under this Terms of Use will be as accurate and complete as possible and shall accurately represent the Supplier's capabilities. Where estimated or approximate data is provided by the Supplier as part of an SAQ within the Platform, the Supplier shall have the opportunity to explain the nature of the data provided as part of the data collection process.
5. Buyer obligations
5.1 Each Buyer shall procure that all its own and internal Users comply with these Terms of Use and that they each observe all the obligations concerning use of the Platform and information contained or derived from it set out in these Terms of Use.
5.2 Each Buyer who obtains information about the Supplier from the Platform will keep all such information confidential, use such information only for the purposes envisaged by these Terms of Use (and any wider purpose agreed between NQC, the Buyer and a Facilitator), will not pass any such information to third parties except where such disclosure is required by law, and will destroy any copies (including electronic and hard copies) of the same as soon as the term of the Licence ends.
5.3 Each Buyer undertakes to ensure that the Supplier is informed when the information the Supplier has provided on the Platform is to be used for purchase pre-qualification purposes, and to provide the opportunity for the Supplier to confirm and or update their information; and to ensure that the most up to date information from the Supplier is used.
6.1 By registering with the Platform, the Supplier acknowledges that information is required about their organisation, to complete an SAQ.
6.2 Completed SAQs and other information entered on or generated by the Platform will be stored by NQC in a format accessible to the Buyer (subject to the Supplier agreeing to share the information). Draft answers to the SAQs can be stored on the Platform indefinitely by the Supplier, but are not accessible to Buyers.
6.3 The Supplier acknowledges that shared information may be disclosed by NQC to Buyers and the Supplier confirms their consent for the Buyers to have access to such information.
6.4 NQC reserves the right to validate any of the information entered on the Platform, at any time. The Supplier undertakes to support NQC in this, at all times.
6.5 NQC reserves the right to: (i) share anonymised aggregate SAQ data with Facilitators for the purposes of improving the content of the SAQs; (ii) use SAQ data on an anonymised basis for wider trend and intelligence analysis on SAQ responses over time; and (iii) use SAQ data on an anonymised basis to allow NQC to develop and improve its products, services and business operations.
6.6 NQC will only use information disclosed by the User about the Supplier or the Buyer for the purposes of providing services in relation to the SAQ and the Platform.
7. Intellectual property rights
7.1 All Intellectual Property Rights in the Platform and all brand product and service images, logos and names are owned by, or are under licence to NQC. Nothing in these Terms of Use shall be deemed to confer to any person any license or right on the part of NQC with respect to any such Intellectual Property Rights.
7.2 The Platform and all content within the Platform may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without NQC's prior written consent, except that NQC grants to you a non-exclusive, non-transferable, limited, revocable permission to access information displayed on the Platform solely for your internal supply chain engagement and management purposes. This permission is conditioned on you not modifying the content displayed on the Platform and keeping intact all copyright, trademark and other proprietary notices. This license is revocable at any time without notice, and with or without cause.
7.3 Except for the limited permission in the preceding paragraph, NQC does not grant any express or implied rights or licenses under any trademarks, copyrights, patents or other proprietary or Intellectual Property Rights.
8. Data protection
8.1 In its use and access of the Platform, the Supplier, the Buyer and their Users shall comply with Data Protection Legislation and they shall not do or cause or permit to be done anything which may cause or otherwise result in a breach by NQC of the same.
8.2 Without prejudice to the foregoing, the User shall ensure that it has informed the individuals, whose personal data the User enters into the Platform, about prospective processing of their personal data under these Terms of Use, it has obtained all necessary consents from such individuals and it has complied with all Data Protection Legislation that may apply to the User's initial collection and processing of personal data that is to be entered on the Platform.
8.3 NQC will handle any personal information provided via the Platform in accordance with its Privacy Policy, which is available at https://supplierassurance.com/privacy-policy.
9. Disclaimer
9.1 NQC will try to make sure the Platform is secure, but it does not actively monitor or check whether information supplied to it through the Platform is confidential, commercially sensitive, or valuable.
9.2 NQC does not warrant that: (i) the Platform will meet any requirements of a Buyer, User, Supplier or Facilitator; (ii) the Platform will be uninterrupted, timely, secure or error free; or (iii) any content provided on or through the Platform will be accurate or reliable. All materials obtained through the Platform are at the user's own risk. Any reliance placed on information on the Platform is at the user's own risk.
9.3 NQC however will, upon notification by a User, Supplier, Buyer or Facilitator, take commercially reasonable action to repair, correct and/or solve a defect in the Platform.
10. Limitation of liability
10.1 To the fullest extent permitted under law, NQC and its employees, officers, licensors, affiliates or service providers shall have no liability (whether arising in contract, warranty, tort (including negligence) or otherwise) for any:
10.1.1 indirect, special or consequential loss;
10.1.2 any loss of data, revenue or profit (whether direct or indirect)
10.1.3 damage or harm to reputation.
10.2 In no event shall NQC and its employees, officers, licensors, affiliates or service providers be liable for damages of any kind arising out of or in connection with use, or inability to use, the Platform or materials made available through the Platform.
10.3 In no event shall NQC be liable to any Supplier, Buyer or User under these Terms of Use for any sum (in aggregate) greater than 100 GBP.
10.4 Each of the Supplier, Buyer, Facilitator and User each indemnify, defend (if we so request) and hold harmless NQC and its affiliates, suppliers, partners and agents from and against any claim, demand, losses, damages or expenses (including reasonable legal fees) arising from your use of the Platform, your connection to the Platform, your violation of these Terms of Use or your violation of any rights of any third party. This indemnity obligation will survive the termination of these Terms of Use.
10.5 Nothing in these Terms of Use shall be construed so as to exclude or limit liability for death or personal injury or for fraud or fraudulent misrepresentation or for any other liability which it would not be not lawful to so exclude or limit.
11. Amendments to this agreement
11.1 The Supplier and Buyer acknowledge that the NQC reserves the right to vary or amend this Agreement by publication of an updated version of these Terms of Use or notification or message on the Platform or through an email or letter to the User, using the email address or postal address provided on their account.
11.2 The amendments shall be deemed to have been accepted unless NQC receives, within seven (7) days of the date of the publication or notice, a written communication from the relevant other party expressing refusal of the amendments and its intention to cease further use of the Platform within the following thirty (30) days.
11.3 In any case, the other party's continued or recommenced use of the Platform after such a thirty (30) day period shall represent its unconditional acceptance of the amendments in its entirety (notwithstanding any expressed refusal of the amendments and intention to withdraw).
12. General
12.1 If at any time any part of these Terms of Use is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms of Use and the validity and/or enforceability of the remaining provisions of these Terms of Use shall not in any way be affected or impaired as a result of that omission.
12.2 These Terms of Use shall not create any rights that shall be enforceable by anyone other than NQC, the Facilitator, the Buyer and the Supplier.
12.3 These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the Courts of England and Wales to which the parties irrevocably submit.
13. Definitions
'Buyer' means an organisation that has entered into an agreement with NQC for a Licence to access the Platform and request that Suppliers complete an SAQ (amongst other things).
'Confidential Information' means secret, confidential, commercial, financial, marketing, technical or other information, knowhow, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of these Terms of Use, together with any reproductions of such information in any form or medium or any parties of this information.
'Data Protection Legislation' means, as applicable, any and all domestic and foreign laws, rules, directives and regulations, on any local, provincial, state, federal or national level, pertaining to data privacy, data security and/or the protection of Personal Data, including the Privacy and Electronic Communications Directive 2002/58/EC (as amended, and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR); the Data Protection Act 2018 and the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR); and including, to the extent applicable, Russian Federal Laws on personal data.
'Facilitator' means an organisation that is acting on behalf of a number of Buyers who contracts with NQC to deliver services via the Platform.
'Force Majeure' means any cause affecting the performance by NQC of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available.
'Global Search' means the directory on the Platform, which provides Buyers with a valid Licence, access to high level organisational information about Suppliers on the Platform.
'Intellectual Property Rights' means any patent, copyright, database right, moral right, design right (whether registered or unregistered), trade mark, service mark, domain name, know-how, utility model, unregistered design as may exist now or hereafter come into existence and, where relevant, any application for any such right and all renewals or extensions of such rights or applications, or other industrial or intellectual property rights wherever existing.
'Licence' provides a Buyer with the ability to complete and/or view SAQs or Third Party Datasets within the Platform.
'SAQ' means Self Assessment Questionnaire which is made available for completion on the Platform.
'Sharing Functions' means the technical features on the Platform that enables Suppliers to decide which information they want to share with a Buyer to enable the Buyer to view a Supplier's completed SAQs. The Buyer must have a valid Licence to view the associated Supplier SAQ.
'Supplier' means an organisation that has indicated its acceptance to be bound by these Terms of Use and has either been requested by a Buyer to complete an SAQ or has paid to complete an SAQ on the Platform.
'Third Party Dataset' means data imported into the Platform from external sources which can be accessed by the Buyer with the provision of a valid Licence.
'User' means an individual that has registered and been provided with access to the Platform either by the Supplier or by the Buyer (as appropriate).
'Validation' means, upon the User completing an SAQ, a team of subject matter experts will review the SAQ to ensure it meets the relevant validation guidelines. NQC is not responsible for the veracity of the documents uploaded by the User.
