Reseller Terms and Conditions

1. Definitions and Interpretation

2. Application of the Terms and Acceptance

2.1 Acceptance. These Terms apply to a Reseller from the moment it registers for an Account, whether or not it makes any purchase and whether or not it uses any particular Service. By creating an Account or otherwise using the Platform, the Reseller accepts these Terms and SPYRO's Privacy Policy and agrees to comply with them.

3. Services Available to Resellers

3.1 The Services. Resellers may use the Marketplace to discover and purchase Supplier Materials, and may participate in AI Partner Matching to be matched with Supplier Members. SPYRO may add to, withdraw or vary the Services in accordance with these Terms.

4. Account Registration, Access, Suspension, and Termination

4.1 To access and use the Platform, a Reseller must register for an Account by providing accurate and complete information, including their full legal name, current address, phone number, valid email address, and any other information indicated as required. SPYRO reserves the right to reject the application for an Account or to cancel an existing Account for any reason at its sole discretion.

4.2 Upon successful registration, the Reseller will be granted access to the Platform. The Reseller is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. If the Reseller becomes aware of any unauthorised use of their Account, they agree to notify SPYRO immediately.

4.3 SPYRO reserves the right to temporarily suspend the Reseller's Account if it suspects any unauthorised use or breach of these Terms. During the suspension period, the Reseller may be denied access to the Platform until SPYRO has resolved the issue.

4.4 SPYRO reserves the right to terminate the Reseller's Account and access to the Platform for any reason, including but not limited to violations of these Terms or engaging in unlawful activities. Upon termination, the Reseller will no longer have access to their Account and must cease all use of the Platform.

4.5 In the event of a dispute regarding Account ownership, SPYRO reserves the right to request documentation to confirm Account ownership. If SPYRO is unable to reasonably determine the rightful Account owner, it reserves the right to temporarily disable the Account until a resolution has been reached between the disputing parties.

4.6 The Reseller agrees to defend, indemnify, and hold harmless SPYRO, its affiliates, licensors, and each of their respective employees, officers, directors, and representatives from and against any losses or damages arising from a breach of this clause or any unauthorised access to or use of their Account.

4.7 SPYRO will use the email address provided during registration as the primary method of communication regarding the Reseller's Account and any updates to these Terms.

5. Trial Licences

5.1 Resellers may submit requests for trial licences for Supplier Member Services. The Reseller acknowledges that trial licences shall be governed by the specific terms and conditions established by the respective Supplier Members. Supplier Members retain the discretion to approve or deny trial licence requests. There shall be no cost associated with the trial licences unless explicitly stated by the Supplier Member in their conditions. Resellers acknowledge that acceptance of a trial licence may involve compliance with additional obligations as defined by the Supplier Member.

5.2 Resellers acknowledge that SPYRO is not a party to any trial licences between Resellers and Supplier Members. SPYRO shall not be liable for any damages, losses, or claims arising from the trials or any use of the Supplier Materials, including but not limited to: (a) any failure of the trial licences or Supplier Materials to meet the Resellers' expectations or requirements; (b) any interruption or discontinuation of access to the Platform; (c) any data loss, corruption, or unauthorised access to Resellers' or third-party systems or information; (d) any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, arising out of or in connection with the trial licences; and (e) any misrepresentations made by Supplier Members concerning the Supplier Materials or trial licences.

5.3 Resellers hereby acknowledge and agree that any engagement in trials, transactions, and dealings with Supplier Members shall be conducted at their own risk, and they shall hold SPYRO harmless from any claims or damages resulting from such interactions.

6. Membership

6.1 There is no membership fee for Resellers to access the Platform. Resellers may cancel their membership at any time by emailing info@spyroglobal.com

7. AI Partner Matching

7.1 Nature of the Service. AI Partner Matching connects Resellers with Supplier Members by producing suggested matches using automated means. It is advisory and informational only; a suggested match indicates algorithmic relevance and is not advice, a recommendation or an endorsement.

7.2 Information you provide and its sharing. A Reseller may choose to list details of the products it currently sells and the products it wishes to resell, and to provide profile information (the "Reseller Listing"). Where a Reseller provides a Reseller Listing, it agrees that its Reseller Listing and profile details will be shared with Supplier Members through the Platform, and fed into the AI Partner Matching database, in order to improve the matches made between Resellers and Supplier Members. Providing a Reseller Listing is voluntary; a Reseller that does not provide one may not benefit fully from AI Partner Matching.

7.3 Accuracy and rights. The Reseller is responsible for the accuracy of its Reseller Listing and warrants that it has the right to provide and share that information, that doing so does not breach any obligation it owes to any third party (including any confidentiality obligation to an existing supplier), and that the information does not infringe any third-party rights. The Reseller must not include another party's confidential information in its Reseller Listing without authority.

7.4 No recommendation or guarantee. A suggested match is not a representation by SPYRO that any Supplier Member or its Supplier Materials are suitable, genuine, solvent or fit for any purpose, and SPYRO does not guarantee that any match will result in contact, a partnership, a sale or any other outcome.

7.5 Own due diligence. The Reseller is solely responsible for evaluating any Supplier Member identified through AI Partner Matching and for conducting its own due diligence before entering into any dealing. Any decision the Reseller makes on the basis of AI Partner Matching is made at its own risk.

7.6 Third-party data and technology; no professional advice. AI Partner Matching relies on data and on artificial-intelligence technology provided by a third party. SPYRO does not control or warrant the accuracy, completeness, currency or availability of that data or technology, and, subject to clause 14.4, is not liable for any error, omission or unavailability arising from it. AI Partner Matching does not provide legal, financial, tax or other professional advice.

7.7 Exclusion and limitation of liability. To the fullest extent permitted by law, and subject always to clause 14.4, SPYRO has no liability for any loss or damage arising out of or in connection with the Reseller's use of, or reliance on, AI Partner Matching, including any dealings with, or acts or omissions of, any Supplier Member identified through the Service.

7.8 Consent to disclosure. The Reseller consents to the disclosure of its Reseller Listing and profile details as described in clause 7.2, and acknowledges that such information is disclosed with its consent and is not, to that extent, treated as its Confidential Information under clause 11.

7.9 Profiles compiled by SPYRO. SPYRO may also compile reseller profiles (including the products a reseller represents) from publicly available sources and from its prior dealings with the reseller, and use them in AI Partner Matching. SPYRO does not require a reseller's agreement to do so; it processes such information in accordance with its Privacy Policy and applicable data-protection law, relying on its legitimate interests in operating the matching service. A reseller may ask SPYRO to correct its profile, or object to this processing, and SPYRO will respond in accordance with its Privacy Policy.

8. Acceptable Use

8.1 The Reseller agrees to use the Platform responsibly and, in particular:

• to use the Platform only for lawful purposes and in accordance with these Terms;
• not to upload or share content it has no right to share, or that infringes the rights of any party;
• not to send spam or unsolicited communications, or introduce malicious code, or attempt to gain unauthorised access to the Platform or its systems;
• not to misrepresent or impersonate any person, and to keep its profile and Reseller Listing accurate; and
• not to scrape or harvest other users' data, or use Platform data to build a competing service.

8.2 Enforcement. SPYRO may monitor, remove or disable content and may warn, suspend or terminate accounts for breach.

9. Role of SPYRO and Payment Distribution

9.1 SPYRO shall not be responsible for, and has no involvement in, any transactions—whether on or off the platform—between the Reseller and Supplier Members. This includes, but is not limited to, the negotiation, enforcement, payment, delivery, or any other aspects of such transactions.

10. Intellectual Property Rights

10.1 Ownership of the Platform and Supplier Materials. The Platform, including all software, content, technology, trademarks, and other intellectual property rights associated with the Platform, are the exclusive property of SPYRO or are licensed to SPYRO by third parties. Supplier Materials remain the property of the relevant Supplier Member (or its licensors); SPYRO claims no ownership of Supplier Materials and holds only such licence as is granted to it to operate and promote the Platform.

10.2 Restrictions on Use. Resellers shall not, and shall not permit any third party to: (a) modify, copy, reproduce, republish, upload, post, transmit, or distribute any part of the Platform or the Supplier Materials in any form; (b) reverse engineer, decompile, or disassemble the Platform or any components thereof; (c) create derivative works based on the Platform or the Supplier Materials; (d) use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform; (e) attempt to gain unauthorised access to the Platform or its related systems or networks; or (f) remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from any content or Supplier Materials available on the Platform.

10.3 Content Licence. Resellers hereby grant SPYRO a worldwide, non-exclusive, royalty-free, transferable, and sublicensable licence to use, reproduce, modify, publish, and distribute any Content uploaded by the Resellers to the Platform, for the purposes of operating, promoting, and improving the Platform. This licence includes the right for SPYRO to create derivative works based on such Content, ensuring compliance with applicable laws regarding intellectual property.

11. Confidentiality

11.1 The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party in strict confidence and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party.

11.2 The Receiving Party shall use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement and shall not use it for any other purpose without the prior written consent of the Disclosing Party.

11.3 The Receiving Party shall take all reasonable steps to protect the confidentiality of the Confidential Information and to prevent any unauthorised use or disclosure thereof. This includes implementing appropriate safeguards and limiting access to those employees, agents, or contractors who need to know such information for the purposes of this Agreement and who are bound by obligations of confidentiality at least as stringent as those set forth herein.

11.4 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without a duty of confidentiality; (c) is independently developed by the Receiving Party without access to or use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with any effort to obtain a protective order or similar remedy.

11.5 The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of two (2) years. Upon termination or expiration, the Receiving Party shall, at the Disclosing Party's option, return or destroy all materials containing Confidential Information, except that the Receiving Party may keep one copy for audit purposes.

11.6 Nothing in this clause shall be construed as granting any rights, by licence or otherwise, to the Receiving Party in the Confidential Information of the Disclosing Party.

11.7 Sharing for AI Partner Matching. Nothing in this clause prevents SPYRO from sharing a Reseller's Reseller Listing and profile details with Supplier Members, or using them in AI Partner Matching, as contemplated by clause 7, to which the Reseller has consented.

12. Use of Data, Data Protection and Marketing

12.1 Processing and sharing. SPYRO collects and processes personal data in accordance with its Privacy Policy (incorporated by reference) and UK GDPR. The Reseller acknowledges that AI Partner Matching involves automated processing of profile and Reseller Listing data, that its Reseller Listing and profile will be shared with Supplier Members, that SPYRO uses third-party processors (including a hosting and AI provider), and that data may be processed outside the UK subject to appropriate safeguards.

12.2 Reseller's responsibility. Where a Reseller Listing or profile contains personal data (for example, the details of the Reseller's staff or contacts), the Reseller confirms it has a lawful basis to provide that data and to have it shared and processed as described in these Terms and the Privacy Policy.

12.3 Marketing. SPYRO may send the Reseller information about SPYRO's products, services, offers, events and updates that it considers may be of interest to the Reseller's business ("Marketing"), on the basis set out in this clause. This is separate from service and account messages (such as transaction confirmations, security alerts and notices of changes to these Terms), which SPYRO may send at any time and which are not Marketing.

12.4 In-platform messages. SPYRO may show the Reseller Marketing and other messages within the Platform (for example in its dashboard or account area) while it uses the Platform.

12.5 Business (corporate) subscribers. Where the Reseller is a corporate subscriber — for example a company, limited liability partnership, public body or other corporate entity — SPYRO may send it Marketing by email, telephone and post using its business contact details. The Reseller may opt out at any time.

12.6 Individuals and sole traders. Where the Reseller is an individual, sole trader or unincorporated partnership, SPYRO will send electronic Marketing (such as email or text message) only where the Reseller has consented, or where otherwise permitted by law — including where the Reseller is an existing customer and SPYRO sends information about its own similar products and services, having given an opportunity to opt out when the details were collected and in each message. SPYRO may also send the Reseller Marketing by post.

12.7 Consent and opt-out. Where SPYRO relies on consent, the Reseller may give or withdraw it at any time. Every electronic Marketing message will contain a simple means to opt out (for example an unsubscribe link), and SPYRO will give effect to any opt-out or objection promptly. Opting out of Marketing will not affect service or account messages.

12.8 Data obtained from other sources. Where SPYRO has obtained the Reseller's details from a source other than the Reseller (for example from public sources), SPYRO will send electronic Marketing only where it is lawful to do so, and will process the data as described in the Privacy Policy, including the right to object.

12.9 Compliance. SPYRO processes personal data for Marketing in accordance with its Privacy Policy and applicable law, including UK GDPR and the Privacy and Electronic Communications Regulations (PECR).

13. Non-Circumvention by Reseller

SPYRO is committed to fostering fair and transparent dealings, encouraging the effective use of the Platform for all parties. To achieve this, the following non-circumvention clause is designed to prevent unfairly bypassing SPYRO's interests, while also recognising that the Reseller should not be unfairly restricted.

13.1 The Reseller agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it shall not directly or indirectly circumvent, avoid, bypass, or obviate SPYRO's interests, specifically with respect to any introductions, relationships, or business dealings that SPYRO facilitates between the Reseller and any third parties, including but not limited to Supplier Members, clients, potential customers, schools, government institutions, and bodies. For the avoidance of doubt, this clause applies to introductions, relationships and dealings arising through the Marketplace and through AI Partner Matching.

13.2 This non-circumvention obligation includes, without limitation, the following: (a) contacting, negotiating with, or entering into any agreements with any third party introduced to the Reseller by SPYRO without obtaining the prior written consent of SPYRO; (b) attempting to establish any business relationships, partnerships, or contracts with such third parties that would bypass, avoid, or circumvent SPYRO's involvement in such dealings; (c) using any Confidential Information obtained from SPYRO regarding such third parties for the Reseller's own benefit or to the detriment of SPYRO; (d) soliciting business from any third party introduced by SPYRO for a purpose contrary to SPYRO's business interests; and (e) disclosing or revealing the identity of such third parties to any person or entity not authorised by SPYRO.

13.3 Enforcement and Remedies. In the event of a breach of this non-circumvention clause, SPYRO shall have the right to seek injunctive relief, including but not limited to an order of specific performance or other equitable remedies, in addition to any other legal remedies available under applicable laws. The Reseller acknowledges that monetary damages may be insufficient to remedy any breach of this clause and that specific performance is a proper remedy.

13.4 Jurisdictional Variations. The parties agree that in the event any provision of this non-circumvention clause is found to be invalid or unenforceable in a particular jurisdiction, such provision shall be modified or limited to the extent necessary to make it valid and enforceable. Furthermore, if any court or tribunal of competent jurisdiction determines that any provision of this clause is incapable of being enforced, the remaining provisions shall remain in full force and effect. The parties further agree to take necessary actions to ensure the spirit and intent of the non-circumvention obligations are upheld, regardless of jurisdiction, and will cooperate in good faith to modify this clause to comply with the laws of such jurisdictions.

14. Limitation on Liability and Indemnity

14.1 SPYRO's liability for any claims arising out of or in connection with this Agreement shall be limited to the amount of direct damages incurred by the Reseller, not to exceed £100 (one hundred GBP). In no event shall SPYRO be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunities, arising out of or in connection with the use or inability to use the Platform, even if SPYRO has been advised of the possibility of such damages.

14.2 Limitation of Reseller's Liability. The Reseller's liability for any claims arising out of or in connection with this Agreement shall be limited to £1,000,000 (one million GBP) except in cases of: (a) breach of any of its obligations under this Agreement; (b) wilful misconduct; (c) gross negligence; (d) fraud or fraudulent misrepresentation; (e) any violation of applicable laws or regulations; (f) any infringement of SPYRO's Intellectual Property Rights; or (g) any breach of confidentiality obligations.

14.3 Indemnity. The Reseller agrees to indemnify, defend, and hold harmless SPYRO, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal costs) arising from or related to: (a) any breach of this Agreement by the Reseller; (b) any claims made by third parties arising out of or in connection with the Reseller's activities under this Agreement; (c) any violation by the Reseller of applicable laws or regulations; (d) any infringement of third-party rights, including intellectual property rights, resulting from the Reseller's use of the Platform or any Supplier Materials.

14.4 Exclusion of Certain Liabilities. Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

14.5 The parties acknowledge that the limitations of liability specified in this clause are reasonable and reflect the risk allocated between the parties under this Agreement.

15. Force Majeure

Neither SPYRO nor the Reseller shall be liable for any failure to perform their obligations under this Agreement to the extent that such failure is caused by a Force Majeure Event. In the event of a Force Majeure Event, the affected party shall promptly notify the other party in writing and provide a brief description of the nature of the event and its expected duration. The obligations of the affected party shall be suspended for the duration of the Force Majeure Event, and the time for performance shall be extended accordingly. Both parties agree to use reasonable efforts to mitigate the impact of the Force Majeure Event and to resume their respective obligations as soon as practicable. If the Force Majeure Event persists for a continuous period of more than thirty (30) days, either party may terminate this Agreement by providing written notice to the other party, and neither party shall have any liability to the other in this regard.

16. Linked Sites

The Platform may include URL links that allow Resellers to leave the SPYRO website to access linked sites. SPYRO is not responsible for the content, security, or privacy practices of any linked sites, including any web links or URLs contained therein. Any access that SPYRO provides to linked sites is solely for the convenience of Resellers, and the inclusion of any link to a linked site does not imply endorsement or approval by SPYRO of the linked site or its content. Resellers acknowledge and agree that they access any linked sites at their own risk and that SPYRO shall not be liable for any losses or damages arising from their access to or use of such linked sites.

17. Dispute Resolution

Disputes between the Resellers and Supplier Members. Any disputes, claims, or controversies arising out of or relating to the Supplier Member Products or Supplier Member Services, including but not limited to issues regarding quality, performance, or usability, shall be directed solely to the applicable Supplier Member. The Reseller acknowledges that SPYRO is not a party to any contracts or agreements that may exist between the Reseller and Supplier Members concerning such Supplier Materials. SPYRO shall have no authority or responsibility to resolve any contractual disputes between the Reseller and Supplier Members. The Reseller agrees that any claims or disputes must be addressed directly with the Supplier Member, and SPYRO shall not be liable for any loss, damage, or expense incurred by the Reseller in connection with such disputes.

Disputes between SPYRO and Reseller. In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the relationship between SPYRO and Reseller, the Parties agree to attempt to resolve the dispute amicably through good-faith negotiations. If the Parties are unable to resolve the dispute within thirty (30) days of receipt of written notice from either Party, the dispute shall be referred to an alternative dispute resolution process, such as mediation, in accordance with the rules of the London Court of International Arbitration (LCIA), or such other process as may be agreed by the Parties. If the dispute remains unresolved through mediation within ninety (90) days following that written notice, either Party may pursue any remedy available at law or in equity. During the dispute resolution process, both Parties shall continue to perform their obligations under this Agreement unless the dispute prevents performance.

18. General Provisions

18.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, negotiations, or understandings, whether written or oral.

18.3 Amendments. Any modifications or amendments to this Agreement must be made in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged with such waiver.

18.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall endeavour to replace the invalid provision with a valid provision that reflects the original intent of the parties.

18.5 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that SPYRO may assign this Agreement to any successor or acquirer of all or substantially all of its assets or to any affiliate.

18.6 Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when received, if delivered personally, or by confirmed email, or three (3) days after being sent by certified mail, return receipt requested, to the addresses specified by the parties.

18.7 No Partnership. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor and not an employee or agent of the other party.