1.1 We are Supply Scope Pty Ltd (ACN 650 495 668) (“SupplyScope,” “we,” “us” or “our“) and we have developed and operate SupplyScope, your end-to-end operating system for product development and compliance – designed for brands, retailers, and marketplaces, and powered by AI to accelerate product development, reduce errors, and streamline compliance at scale (the “Platform”).
1.2 The following apply to your use of the Platform:
(a) any terms included in an order form made specifically in relation to the Platform (“Order Form“);
(b) any terms related to Fees (as defined below);
(c) these terms and conditions (“Terms and Conditions”); and
(d) our Privacy Policy (supplyscope.io/privacy-policy), (together the “Agreement”).
1.3 You agree to this Agreement by:
(a) selecting ‘Accept’ via our Site or App (as defined below);
(b) submitting an Order Form; or
(c) accessing and using the Platform.
1.4 You confirm that you have read, understood, and agree to this Agreement. You are deemed to have accepted this Agreement on behalf of any entity, business or organisation for whom you use the Platform, whether as an Authorised User, Invitee, or otherwise.
1.5 In the event of any inconsistency between the documents forming this Agreement, the documents listed in clause 1.2 will take precedence in the order specified.
2.1 In this Agreement, the following expressions have the following meanings, unless otherwise stated:
2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purpose only and all references to clauses are to clauses in this Agreement unless otherwise specified.
3.1 You determine who may be invited to use the Platform (“Invitee“) and the relevant level of access that the Invitee will have as an Authorised User.
3.2 After an Invitee has subscribed to use the Platform via the Site or App, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
3.3 You are solely responsible for each Authorised Users use of the Platform and compliance with this Agreement including setting up appropriate permissions for your Authorised Users.
4.1 Our Platform is open to persons who accepts this Agreement and registers an account with us on our Site or App by providing a valid email address and/or mobile number and nominating a secure password (“Account”).
4.2 You will receive an email confirming registration with us shorty after you have created your Account via the Site or App.
4.3 You may not use one email address or mobile number to register for multiple Accounts. You must not hold more than one Account at the same time.
4.4 You or your Authorised User may access your Account via the Site or App.
4.5 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.
4.6 You are solely responsible for all activity on your Account ensuring that appropriate permissions and access controls are set for each Authorised User.
4.7 You warrant and represent that your access to, or use of, our Platform is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
4.8 You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Platform.
4.9 In addition to your Account, you may have access to certain view-only links, exports, as well as production specification templates, AI compliance suggestions, test guidance and or other materials created by SupplyScope or by our users as well as AI Features (as defined at clause 6.1 ) that are published or made available to you (“Shared Materials“) as provided through the
Platform. It is your responsibility, and the responsibility of your business, to ensure that Shared Materials, including but not limited to view-only links and exports, are provided only to the appropriate individuals. If you fail to cancel a live link or control access to such materials, you will be responsible for any resulting issues or unauthorised access.
5.1 As part of your use of the Platform, you will have the ability to access, use, and download Shared Materials, subject to the following conditions:
(a) your use of the Shared Materials is at your own risk;
(b) we are not responsible for assessing the accuracy, suitability, or completeness of the Shared Materials for your intended use, including any errors or inaccuracies.
(c) it is your responsibility to determine whether the Shared Materials meet your needs and, if necessary, seek professional advice before using or modifying such Shared Materials.
5.2 You will not:
(a) modify the Platform or merge any aspect of the Platform with another programme other than in accordance with clause 5.3 ;
(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Platform, the source code of the Platform or any documents, manuals or setup instructions provided with the Platform;
(c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Platform;
(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(e) access, store, distribute or transmit:
(i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Platform;
(ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
(iii) material that facilitates illegal activity; or
(iv) material that abuses or causes damage or injury to any person or property;
(f) provide Platform login details or passwords, or otherwise provide access to the Platform,
to any unauthorised third party and you will take all reasonable steps to prevent
unauthorised access to, or use of, the Platform;
(g) share any features of the Platform that are not publicly available with any unauthorised third party; and
(h) engage in any conduct on the Platform that is in breach of this Agreement (or any agreements mentioned therein).
5.3 Clause 5.15.2(a) does not apply to the use of integration APIs through the Platform. You have the right to integrate with the Platform through the integration APIs provided by us, subject to this Agreement. Additionally, we may, at our discretion, develop and provide integrations for your use or the use of other users, either as part of the services or on a custom basis. If such
integrations are provided, we may propose additional Fees or require specific terms to be agreed upon.
5.4 All rights granted to you under this Agreement must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest inrespect of the Platform.
5.5 Any breach of this clause 5 constitutes a breach of this Agreement and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Platform, and/or take further actions against you for breach of this Agreement.
5.6 You are entitled to appeal any decision made pursuant to clause 5.5 by contacting us at [email protected].
5.7 Any unique customisation, onboarding or other services in respect of the Platform will incur additional Fees and be subject to separate terms and conditions.
6.1 We may provide access to certain tools and functionalities within the Platform that utilise third-party artificial intelligence systems (“AI Features”).
6.2 You are solely responsible for any text, images, or other content you upload to the AI Features, as well as the resulting material that is generated (“AI Customer Data”).
6.3 You acknowledge and agree that AI Customer Data is considered your own Customer Data (as defined in 9.4 and must comply with this Agreement.
6.4 You must ensure that AI Customer Data does not contain any Personal Information.
6.5 You may use AI Customer Data for any legally permitted purpose, provided that such use complies with this Agreement and is at your own risk.
6.6 If you share or distribute AI Customer Data, you must clearly disclose that it was generated using AI Features.
6.7 We make no representations, warranties, or guarantees regarding the accuracy, completeness, or reliability of AI Customer Data.
6.8 AI Customer Data does not reflect our views and has not been independently verified.
6.9 We accept no liability for any errors, omissions, or reliance on AI Customer Data. We strongly recommend seeking professional advice before acting on any AI-generated content.
6.10 You acknowledge that any AI Customer Data including Personal Information or confidential or sensitive data you provide may be shared with third-party providers, including OpenAI LLC, Google and Anthropic and may be used to improve their services. By providing such AI Customer Data, you consent to the sharing of your Personal Information with these third-party providers.
6.11 You acknowledge and agree that the AI Customer Data is generated by artificial intelligence. SupplyScope has not verified its accuracy and it does not represent our views. We do not provide any warranty or guarantee regarding the accuracy, completeness or reliability of the AI Customer Data and we accept no liability or responsibility arising in any way from your use of the AI Customer Data, including any omissions or errors contained in it. We recommend that you seek professional, independent advice before acting on or relying on the AI Customer Data.
6.12 We reserve the right to remove any AI Customer Data from our Platform, disclose it to law enforcement or government authorities, and suspend or terminate your Account if it breaches these terms or is otherwise unlawful.
6.13 We may impose limits on the number of AI Customer Data items that can be generated per account and will notify you when you reach your limit.
7.1 You acknowledge that our ability to be able to provide the Platform to you without delay or interruption is dependent on your full and timely cooperation. You will:
(a) co-operate with and assist us in the supply of the Platform;
(b) promptly provide us with full and accurate information, data and explanations as and when required;
(c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under this Agreement;
(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
(e) comply with all reasonable directions and guidelines from us as advised from time to time.
7.2 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Platform, to you. Third-party integrations available through the Platform include Stripe, AWS and Digital Ocean.
7.3 It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
7.4 You agree and acknowledge that you are authorised to use the Platform and the Site or App and access the Customer Data (as applicable) that you may enter into, or connect with, the Platform or the Site or App, from time-to-time.
8.1 You will pay us the Fees to access and use the Platform in accordance with this Agreement.
8.2 The Fees are quoted in Australian Dollars (“AUD”) and United States Dollars (“USD”), unless otherwise agreed. Unless otherwise stated, the Fees in AUD are inclusive of GST, while Fees in USD or any other local currency are exclusive of GST.
8.3 Fees will not be changed retrospectively, however all Fees displayed on or via the Site, App or Platform are subject to change without notice. If you do not agree to these changes, you may terminate this Agreement in accordance with Clause 17.3. Any adjustments to the Fees will be conducted in a commercially reasonable manner.
8.4 You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.
8.5 If payment of the Fees is not received by any due date, as specified to you via the Platform or on the Site or App, we will be entitled (without prejudice to any other right or remedy available to us under this Agreement or at law) to:
(a) withhold provision of the Platform, or suspend your access to any or all of the Platform, until payment of the outstanding amount is received by us in full;
(b) charge interest on the outstanding amount based on the prevailing cash rate set by the Reserve Bank of Australia; and
(c) terminate this Agreement pursuant to clause 16.
8.6 We may offer certain services for free, including trial accounts, third-party services and products, as well as access to pre-release, early stage or beta products (“No Charge Services”). You understand that pre-release, early stage, and beta products are still in development and may have bugs or errors. Your use of No Charge Services is subject to any additional terms we provide and is limited to the time period we specify, or 30 days if no period is specified. We can terminate your access to No Charge Services at any time and for any reason, without liability to you.
8.7 Payment processing services for access to, and use of the, the Platform, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.
8.8 In locations where Stripe payment services are unavailable, we reserve the right to issue invoices for the provision of access to and use of the Platform. For example, we also use GoCardless. Users in such locations will be subject to payment terms of 7 days from the date of the issued invoice. This invoicing arrangement is independent of the Stripe Services Agreement and is designed to facilitate payment processing for users in regions where Stripe payment services are not accessible.
8.9 Fees are contingent upon the number of active users and/or other account thresholds on your mobile and web applications. All account thresholds including in respect of products, requests, AI usage credits and more are (as set out at https://app.supplyscope.io/organisation/settings/subscriptions). In the event that the quantity of active users surpasses the predefined threshold, your account will be automatically upgraded to a higher tier, resulting in an adjusted charge or cost. You may downgrade at any time by reducing the number of active users on your mobile and web applications.
8.10 You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.
8.11 If you initiate a chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Platform. We retain the right to challenge any chargeback.
8.12 While you have the option to cancel the Fees at any time, refunds will not be granted unless there is a major failure of the Platform.
8.13 When you cancel the Fees, you will continue to have access to the Platform through to the end of your billing period.
8.14 Nothing in 8.12 seeks to affect, restrict or exclude your statutory rights including under the Australian Consumer Law.
9.1 All rights, title or interest in and to the Platform and any information or technology that may be provided to, or accessed by, you in connection with your use of the Platform is owned, and will remain owned, by us or our licensors (“Provider IP”). Using the Platform does not transfer any ownership or rights, title or interest in and to the Provider IP.
9.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Platform will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the “Developed IP”).
9.3 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Platform and/or the Provider IP.
9.4 You retain ownership rights to data and content that you provide to us, whether by uploading to the Platform, connecting via any third-party applications or otherwise (“Customer Data”). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under this Agreement.
9.5 If you enable any third-party applications in conjunction with the Platform, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.
9.6 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business as well as to create case studies. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from the Site or any other online materials owned by us.
10.1 You warrant and represent to us that:
(a) all information and Customer Data provided is true, complete and accurate and is not misleading in any way;
(b) your access to, or use of, the Platform is not unlawful or prohibited by any applicable laws;
(c) you or your organisation have obtained all necessary consents and that you are authorised to access and use the Platform and you will not share the Platform with any third party who is prohibited whether by any applicable laws or otherwise from accessing the Platform; and
(d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
10.2 We will use reasonable endeavours to provide constant, uninterrupted access to the Platform, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Platform.
11.1 Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, this Agreement, for any one event or a series of related events, will be limited to the total Fees paid (excluding GST and expenses) by you to access and use the Platform in the twelve (12) months immediately prior to the event(s).
11.2 You assume sole responsibility for your use of the Platform (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
11.3 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Platform or any actions taken by us at your direction.
11.4 In no event will we be liable to you or any third party for any, arising directly or indirectly:
(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
(b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Platform; or
(d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with this Agreement.
11.5 The parties acknowledge that the limitations of liability contained in this clause 11 are a fair and reasonable allocation of the commercial risk between the parties.
13.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the “Indemnified Parties”) harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified Parties or which the Indemnified Parties must pay, sustain or incur as a direct or indirect result of or arising out of:
(a) breach by you of any of your obligations under this Agreement;
(b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with this Agreement;
(c) breach of any third party’s Intellectual Property Rights; or
(d) breach by you of any applicable law (including Privacy Laws).
14.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of this Agreement, save for such use or disclosure necessary and required to perform their respective obligations under this Agreement. Disclosure will be, in any event, only made to the receiving party’s employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party’s obligations.
14.2 In making disclosure to persons as permitted under this clause 14, the receiving party will ensure that persons receiving the disclosing party’s confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
14.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
14.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
15.1 This Agreement applies to your use of and access to the Platform and outlines how we collect, use, process, disclose, store, and transmit Personal Information. By using the Platform, you agree to comply with the terms outlined in our Privacy Policy.
15.2 You must ensure that any Personal Information collected, used, processed, disclosed, stored, or transmitted in connection with this Agreement complies with all applicable Privacy Laws and the terms of our Privacy Policy. Specifically, you agree to:
(a) ensure that the collection, use, storage, processing, disclosure, and transmission of Customer Data are in compliance with Privacy Laws;
(b) confirm that we can collect, use, store, process, disclose, and transmit Customer Data as outlined in this Agreement, without violating third-party rights or Privacy Laws;
(c) inform individuals whose Personal Information is collected that their data may be disclosed to third parties, where required;
(d) obtain specific consent from individuals for the disclosure of sensitive information, where applicable; and
(e) notify us immediately if you become aware of any actual or potential breach of Privacy Laws and cooperate with our reasonable requests for information and assistance regarding such breaches.
15.3 You must ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws.
15.4 Further, you agree to:
(a) assist us in complying with our obligations under Privacy Laws, as notified to you;
(b) take reasonable steps to help ensure compliance with applicable Privacy Laws at all times.
15.5 Please see our Privacy Policy https://supplyscope.io/privacy-policy/ for further details about our practices relating to the collection, use, disclosure and storage of your Personal Information
16.1 You must be eighteen (18) years of age or over to access the Platform. If you are under the age of eighteen (18) years (“Minor”), you must immediately cease accessing the Platform unless you have permission from a parent or guardian to create an Account in accordance with clause 4 of this Agreement. If you are found to be a Minor accessing the Platform without permission from a parent or guardian, we are entitled, at our absolute discretion, to cancel or terminate your access to the Platform.
16.2 Any order and/or purchase made by you using this Site or App and your continued use of the Site or App is an acknowledgement by you that:
(a) you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account; and
(b) you accept this Agreement and agree that you have entered into a binding legal contract with us in relation to this Agreement.
17.1 This Agreement will commence on the date that you register your details via the Site or App (whether in connection with a trial to use the Platform, as a paying user of the Platform, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay the Fees, unless terminated in accordance with this clause 16.
17.2 This Agreement will continue for the period covered by the Fees. At the end of period, and subject to your payment of the Fees, this Agreement will continue for the relevant period covered by the Fees. You must pay the Fees in advance of each relevant period.
17.3 Unless prohibited by any Applicable Law, either party may terminate this Agreement without cause at any time by providing the other party with one (1) months’ written notice.
17.4 We may terminate this Agreement (or at our discretion, terminate or suspend the supply to you of the Platform) immediately if you fail to pay any Fees or commit a material breach of this Agreement.
17.5 On termination of this Agreement for any reason, we will be entitled to immediate payment for all Fees properly incurred up to the date of termination and during any applicable notice period.
18.1 We may, at our absolute discretion, provide you support in relation to your use of the Platform or the Site or App which may be subject to additional Fees.
18.2 You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at [email protected].
18.3 We may provide support on Business Days, if in Australia, or during equivalent hours based on the relevant time zone if based abroad, however this cannot be guaranteed.
There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Platform as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Platform. We provide updates on our status page here.
20.1 Any notice required to be given pursuant to this Agreement will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in this Agreement (or to such other address as either party may from time to time notify the other in accordance with this clause).
20.2 A notice given under clause 20.1 will be deemed to have been delivered 24 hours after the email is sent.
21.1 Variations to this Agreement will only be effective if in writing and signed by authorised representatives of both parties.
21.2 The provisions of this Agreement that are capable of having effect after the termination or expiry of this Agreement will remain in full force and effect following the termination or expiry of this Agreement.
21.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
21.4 If either party chooses to waive or ignore a breach of this Agreement, this will not prevent that party from taking action in respect of the same type of breach at a future date.
21.5 Nothing in this Agreement is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party’s behalf.
21.6 This Agreement, and the relationship between the parties contemplated by it, is not intended to be exclusive.
21.7 If any provision of this Agreement is held invalid or unenforceable, such provision will be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect.
21.8 This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
21.9 This Agreement may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
21.10 This Agreement constitute the entire agreement between the parties in respect of the subject matter of this Agreement and supersede and replace any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into of this Agreement.
SupplyScope is an all-in-one AI platform specialising in compliance automation and product workflows for retailers, marketplaces and brands. Our platform is designed to enhance product integrity, address mandatory compliance requirements and streamline collaboration.
SupplyScope acknowledge Aboriginal and Torres Strait Islander peoples as the First Australians and Traditional Custodians of the lands where we live, learn and work.
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