Supplier Member Terms and Conditions

Who We Are

SPYRO GLOBAL LTD is a company registered in England and Wales with company number 16087803. Our registered office is located at Woodend Gallery and Studios, The Crescent, Scarborough, YO11 2PW. We operate a membership platform that enables Supplier Members to upload their products and/or software for use in educational institutions, businesses, schools, and governmental bodies, and allows Resellers to purchase these offerings and enter into binding sales agreements directly with the Supplier Members.

This document comprises the terms and conditions (the "Terms") under which a Supplier Member is granted access to and permitted to the Platform.

By accessing or using the Platform to promote your products and/or services, Supplier Member agrees to be bound by these Terms, which, along with any other applicable provisions, form a legally binding agreement ("Agreement"). The Agreement and these Terms become effective on the date the Supplier Member first accesses or uses the Platform ("Effective Date").

The latest version of these Terms published on the Platform shall supersede all previous versions. The Supplier Member is responsible for reviewing the most current version and ensuring compliance.

Any amendments or modifications to these Terms shall be made by SPYRO at its sole discretion and shall be effective upon posting on the Platform or otherwise communicated to the Supplier Member. The Supplier Member is responsible for reviewing these Terms regularly. Continued use of the Platform after such updates shall constitute acceptance of the amended Terms.

1. Definitions and Interpretation

1.1 For the purposes of these Terms, the following definitions shall apply:

"Account" refers to the unique profile created by a Supplier Member on the SPYRO Platform, which allows access to the Platform and its features.

"Content" refers to any reviews, feedback, comments, or other materials uploaded to the Platform by Supplier Members.

"Confidential Information" refers to any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information includes, but is not limited to: business plans, strategies, financial information, customer and supplier lists, technical data, software, trade secrets, market analysis, operational practices, and any other proprietary information related to the business of the Disclosing Party.

"Force Majeure Event" refers to any event or circumstance beyond the reasonable control of either party, including but not limited to acts of God (such as floods, earthquakes, storms, or other natural disasters), war, terrorism, riots, government actions, labour disputes, pandemics, epidemics, telecommunications failures, or any other events that prevent or substantially hinder either party from fulfilling its obligations under this Agreement.

"Intellectual Property Rights" refers to all rights in and to intellectual property, including but not limited to: (i) copyright rights, including the right to reproduce, distribute, and display works; (ii) trademark rights, including rights in logos, trade names, and service marks; (iii) patent rights, including rights related to inventions and processes; (iv) trade secrets, including confidential business information; (v) design rights; and (vi) moral rights granted under the laws of any jurisdiction, as well as any rights that may arise under international treaties or conventions.

"Net Revenue" shall be calculated as the gross revenue received by the Supplier Member less where relevant the Reseller sales percentage, all applicable taxes, including but not limited to VAT, withholding taxes, or other relevant duties, where such taxes are properly levied and collected in accordance with applicable laws.

"Platform" refers to the online membership platform provided by SPYRO, through which Supplier Members can upload, review and offer Supplier Materials to Resellers.

"Resellers" refers to entities that may purchase Supplier Materials from Supplier Members on the Platform for the purpose of licensing or reselling them to schools, institutions, and governmental bodies. A Reseller is a sub-category of Buyer.

"Supplier Members" refers to entities or individuals that offer Supplier Member Services and Supplier Member Products on the Platform and who are subject to these Terms.

"Supplier Member Services" refers to any services offered by Supplier Members through the Platform, which may include, but are not limited to, educational support, training programs, consultancy services, implementation services for technology solutions, software tools and software integration and optimisation, ongoing technical support, and any other services strategically designed to enhance the educational experience of end-users, including schools and educational institutions.

"Supplier Member Products" refers to the tangible or intangible goods offered by Supplier Members on the Platform, which may include physical educational tools, hardware, books, and other educational resources intended for sale or distribution to government entities, educational institutions, organisations, and individual consumers globally.

"Supplier Materials" refers to the Supplier Member Products and Supplier Member Services.

"Total Revenue" shall mean the gross amount of all sales of Supplier Member Materials, including both offline and online sales, before any deductions or allowances, and inclusive of all amounts recognised as the basis for calculating the applicable commissions payable to SPYRO.

"AI Partner Matching" means the area of the Platform on which a Supplier Member may search for, be presented with a ranked list of, and contact potential Buyers of its Supplier Materials, that list being generated by automated means using third-party artificial-intelligence technology.

"Business Development" means a combined service comprising Marketplace, AI Partner Matching and PRM access together with further services agreed between SPYRO and the Supplier Member on a case-by-case basis.

"Buyer" means any entity or person that purchases, or may purchase, Supplier Materials on or through the Platform, including but not limited to distributors, resellers, schools, colleges, universities, government departments and Ministries of Education.

"Introductory Offer" means the twelve (12) month period commencing on the AI Matcher Sign-Up Date, during which the fee arrangements in clause 9.7 apply to Qualifying Introductions through both the Marketplace and AI Partner Matching.

"AI Matcher Sign-Up Date" means the date on which a Supplier Member takes up the AI Partner Matching Introductory Offer, being a separate step from, and which may post-date, registration for membership of the Platform and access to the Marketplace.

"Qualifying Introduction" means a Buyer introduction, sale or agreement that (a) first arises on or after the Supplier Member's AI Matcher Sign-Up Date; (b) is originated through the Marketplace, the Buyer Dashboard or AI Partner Matching (including direct contact from a Buyer to the Supplier Member following the Buyer's discovery of, or SPYRO's recommendation of, the Supplier Member's Supplier Materials through any of those routes); and (c) is neither a SPYRO-Sourced Deal nor a Prior Introduction. Only a Qualifying Introduction benefits from the Introductory Offer.

"SPYRO-Sourced Deal" means any sale, agreement, opportunity or Buyer introduction sourced, originated or facilitated directly by the SPYRO team (typically offline), rather than through the Marketplace or AI Partner Matching.

"Prior Introduction" means any introduction between the Supplier Member and a Buyer that first arose before the Supplier Member's AI Matcher Sign-Up Date, howsoever arising, including through any SPYRO Route, namely: (a) an introduction made by the SPYRO team; (b) an introduction arising through the Marketplace; (c) an introduction arising through the Buyer Dashboard (including where SPYRO recommends the Supplier Member's Supplier Materials to a Buyer); and (d) direct contact from a Buyer to the Supplier Member following the Buyer's discovery of, or SPYRO's recommendation of, the Supplier Member's Supplier Materials through any SPYRO Route. A Prior Introduction does not benefit from the Introductory Offer; commission is payable on it at the clause 9.5 rates from the outset. This definition is separate from, and does not affect, the pre-existing contractual relationship exclusion in clause 9.5 (which concerns relationships pre-dating membership of the Platform).

"Buyer Dashboard" means the area of the Platform available to a Buyer through which the Buyer may view, and be presented with or recommended, Supplier Materials (including recommendations made by SPYRO to address gaps in the Buyer's portfolio), and from which the Buyer may contact a Supplier Member directly.

"SPYRO Route" means any of the means by which a Buyer and a Supplier Member may be introduced, or by which a Buyer may discover, be presented with, or be recommended Supplier Materials, namely: (a) the Marketplace; (b) the Buyer Dashboard; (c) AI Partner Matching; and (d) sourcing, origination or facilitation directly by the SPYRO team. A Buyer's direct contact with a Supplier Member following any of the foregoing is treated as arising through the relevant SPYRO Route.

"Self-Sourced Deal" means a sale, agreement, opportunity or Buyer relationship originated by the Supplier Member entirely through its own efforts, which does not arise through, and is not introduced, recommended or facilitated by, any SPYRO Route. Commission is not payable on a Self-Sourced Deal, subject to clause 9.6A.

"Marketplace" means the area of the Platform on which Supplier Members may list Supplier Materials for discovery and purchase by Buyers.

"Partner Relationship Management or PRM" means the area of the Platform on which a Supplier Member may record and manage its relationships with its existing and prospective partners.

"Referred Distributor" means a distributor or other Buyer introduced to SPYRO by a Supplier Member under clause 9.9, who subsequently registers for membership of the Platform.

"Services" means the services SPYRO makes available through the Platform from time to time, being the Marketplace, PRM, AI Partner Matching and Business Development, together or individually as the context requires and as described in clause 3.

"Subscription Package" means the tier of membership selected by or allocated to a Supplier Member, as set out in clause 3, which determines which of the Services the Supplier Member may access.

1.2 The singular includes the plural and vice versa, and references to any gender include all genders. The headings in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.

2. Application of the Terms and Membership

2.1 Membership is the trigger. These Terms apply to a Supplier Member from the moment it registers for membership of the Platform, whether or not it lists any Supplier Materials on the Marketplace and whether or not it uses any particular Service. Membership, and not the listing of Supplier Materials, is the trigger for these Terms.

2.2 Acceptance. By creating an account or otherwise using the Platform, the Supplier Member confirms that it accepts these Terms and SPYRO's Privacy Policy and agrees to comply with them, and consents to the collection, use and disclosure of its information as described in these Terms and that Privacy Policy. These Terms form a binding agreement between the Supplier Member and SPYRO from first use of the Platform.

3. The Services and Subscription Packages

3.1 Marketplace. The area of the Platform on which Supplier Members may list Supplier Materials for discovery and purchase by Buyers.

3.2 Partner Relationship Management (PRM). The area of the Platform on which a Supplier Member may record and manage its relationships with its existing and prospective partners.

3.3 AI Partner Matching. The area of the Platform on which a Supplier Member may search for, be presented with a ranked list of, and contact potential Buyers of its Supplier Materials, that list being generated by automated means.

3.4 Business Development. A combined service comprising Marketplace, AI Partner Matching and PRM access together with further services agreed between SPYRO and the Supplier Member on a case-by-case basis, which may include SPYRO personnel using their contacts and expertise to secure distribution agreements, market entry or strategic partnerships.

3.5 Subscription Packages. A Supplier Member's access to the Services depends on its Subscription Package, as set out on the SPYRO pricing page.

3.6 SPYRO may add to, withdraw or vary the Services and the composition of Subscription Packages in accordance with these Terms.

4. Account registration and Membership

4.1 To list Supplier Materials on the Platform, a Supplier Member must register for an account at and choose a subscription option.

4.2 Supplier Member agrees to provide accurate, complete, and up-to-date information, including valid contact details and any other information required by SPYRO. SPYRO reserves the right to accept or reject any registration at its sole discretion, and to suspend or revoke accounts at any time, with or without notice, if it determines that registration information is incorrect, incomplete, or violates these terms.

4.3 Supplier Members must meet and continuously satisfy any listing criteria communicated to them including complying with the minimum listing criteria as described in clause 8. Failure to fully maintain these criteria, or any false or misleading representations, may result in the suspension, restriction, or removal of their listings, with or without prior notice, and without liability to SPYRO. No refunds will be provided for any membership fees in such cases. Furthermore, termination or suspension under this clause shall not relieve the Supplier Member of their commission obligations as outlined in clause 9 and clause 10.

4.4 Once registered and verified by SPYRO, the Supplier Member is authorised to list Supplier Materials on the Platform. The Supplier Member is solely responsible for the accuracy, legality, quality, and compliance of their listed Supplier Materials at all times, including ensuring they do not infringe third-party rights or violate applicable laws.

4.5 The membership will automatically renew at the end of each applicable subscription term unless the Supplier Member provides a clear opt-out prior to renewal. The Supplier Member will receive an email at least 30 days before the end of the current term, which will specify the upcoming renewal and include instructions on how to opt out. To opt out, the Supplier Member must reply to that email at info@spyroglobal.com before the renewal date. If no opt-out notice is received by the deadline, the membership will renew automatically for the same period.

4.10 Supplier Member is responsible for maintaining the confidentiality of their account credentials and for all activities conducted under their account. Supplier Member agrees to notify SPYRO immediately of any unauthorised access, use, or suspected breach of account security. Failure to do so may result in liability for damages arising from unauthorised use.

4.11 SPYRO reserves the right to suspend or restrict a Supplier Member's account or ability to list Supplier Materials at any time if it reasonably believes there has been a breach of these terms, suspected unlawful activity, or misuse of the Platform. During such suspension or restriction, the Supplier Member may be denied access to the Platform and listed materials until the issue is resolved to SPYRO's satisfaction. SPYRO shall not be liable for any damages resulting from such suspension or restriction.

4.12 If a Supplier Member's account or listing is suspected to be involved in unlawful activity or is subject to a dispute, SPYRO may disable or restrict access to the account or listing until the matter is resolved, with no liability to SPYRO.

4.13 The Supplier Member agrees to defend, indemnify, and hold harmless SPYRO, its affiliates, licensors, and their officers, directors, employees, and agents from claims, damages, or losses arising from breaches of these terms or improper listing, use, or misuse of the Platform or Supplier Materials.

4.10 SPYRO will communicate with the Supplier Member via the email address provided during registration regarding account status, updates, and other relevant information. Notices or legal notices requiring formal service may be sent to the Supplier Member's registered office or other designated address as specified in clause 21.6 "Notices".

5. Trial Licences

5.1 Supplier Members may offer trial licences for their Supplier Member Services to Resellers. Supplier Members retain the sole discretion to approve or deny any requests for trial licences. Supplier Members must clearly specify any terms and conditions associated with the trial licences. Unless explicitly stated in these conditions, trial licences shall be provided at no cost.

5.2 Supplier Members acknowledge that SPYRO is not a party to the trial licences granted to Resellers and shall not be held liable for any damages, losses, or claims arising from the trials or use of the Supplier Member Materials, including but not limited to:

(a) any failure of the trial licences or Supplier Member Materials to satisfy the Resellers' expectations or requirements;

(b) any interruption or discontinuation of Resellers' access to the Platform;

(c) any data loss, corruption, or unauthorised access affecting Resellers or third-party systems or information;

(d) any indirect, incidental, special, consequential, or punitive damages, such as loss of profits, revenue, data, goodwill, or business opportunities, arising from or related to the trial licences; and

(e) any representations made by Supplier Members regarding the Supplier Member Materials or trial licences.

5.3 Supplier Members acknowledge that any trials, transactions, and engagements with Resellers are undertaken at the Resellers' own risk. The Supplier Member agrees to indemnify SPYRO and hold it harmless against any claims or damages resulting from such dealings.

5.4 Supplier Members must provide a link to the terms and conditions applicable to their trial licences to ensure that Resellers understand all aspects of those licences. Any charges associated with a trial licence must be clearly documented and communicated to the Reseller. Supplier Members must also clearly indicate when a trial licence will convert into a full paid licence and how it may be terminated by the Reseller.

6. AI Partner Matching

6.1 Nature of the Service. AI Partner Matching presents the Supplier Member with a ranked list of potential Buyers suggested by an automated matching system. The suggestions are generated from the Supplier Member's own profile information together with data obtained from SPYRO's own network as well as other third-party sources, and are produced using artificial-intelligence technology provided to SPYRO by a third party. The Service is advisory and informational only, and a ranking indicates algorithmic relevance only.

6.2 No recommendation or guarantee. A match, ranking or suggestion produced by AI Partner Matching is not advice, a recommendation or an endorsement by SPYRO of any Buyer, and is not a representation that any Buyer is suitable, genuine, solvent, creditworthy, or willing or able to transact. SPYRO does not guarantee that any match will result in contact, a partnership, a sale or any other outcome.

6.3 Third-party data and technology. AI Partner Matching may rely in part on data supplied by third parties and on artificial-intelligence technology operated by a third-party provider. SPYRO does not control, and does not warrant, the accuracy, completeness, currency, lawfulness or availability of that data or technology, and, subject to clause 17.4, shall not be liable for any error, omission, delay, interruption or unavailability arising from it.

6.4 Supplier Member's own due diligence. The Supplier Member is solely responsible for evaluating any Buyer identified through AI Partner Matching and for carrying out its own due diligence (including as to identity, suitability, creditworthiness and regulatory status) before making contact, entering into any dealing, or disclosing any confidential or commercially sensitive information. Any decision the Supplier Member makes on the basis of AI Partner Matching is made at its own risk.

6.5 No professional advice. Content, matches and suggestions provided through AI Partner Matching are for general business and networking purposes only. SPYRO does not provide legal, financial, tax or other professional advice through the Platform. The Supplier Member should take its own professional advice where appropriate before acting on any match or information obtained through the Service.

6.6 Exclusion and limitation of liability. To the fullest extent permitted by law, and subject always to clause 17.4, SPYRO shall have no liability for any loss or damage arising out of or in connection with the Supplier Member's use of, or reliance on, AI Partner Matching, including any dealings with, or the acts or omissions of, any Buyer identified through the Service. The limitations in clause 17 apply to AI Partner Matching.

6.7 Fair use. Fair use of AI Partner Matching is limited to one hundred (100) matches per calendar month per Supplier Member. SPYRO may apply, vary and enforce this limit and may suspend or throttle access where usage materially exceeds it.

6.8 Supplier contacts are private. Where a Supplier Member adds a partner or contact to its own account (whether through PRM or AI Partner Matching), that partner or contact is private to that Supplier Member. SPYRO will not, by reason only of the Supplier Member having added it, add that partner or contact to the general matching database or make it available to any other Supplier Member.

6.9 Supplier dashboard and activity records. SPYRO is developing further modules, including a Supplier dashboard recording the searches a Supplier Member has undertaken through AI Partner Matching (including each Buyer searched, by name, territory and date) and a record of correspondence conducted through the Platform (including email and messaging). The Supplier Member acknowledges that SPYRO records this activity and may use it to administer these Terms, including the calculation and attribution of commission.

6.10 Future and paid features. AI Partner Matching is currently provided on an introductory basis. The Platform may in future incorporate additional or paid functionality (for example, a system to purchase match or messaging packages, or premium plans). Such features are not available at present. SPYRO reserves the right to introduce them, and to introduce or vary limits or quotas on free usage, in line with industry standards and in accordance with these Terms.

7. Acceptable Use

7.1 The Supplier Member agrees to use the Platform responsibly and in particular:

• to use the Platform only for lawful purposes and in accordance with these Terms;
• to be respectful and not to harass, defame or post discriminatory, hateful, obscene or otherwise objectionable content;
• not to upload or transmit any content it does not have the right to make available, or that infringes the rights of any party;
• not to transmit unsolicited advertising, spam or other unauthorised promotional material through the Platform;
• not to introduce malicious code, or attempt to gain unauthorised access to, probe or disrupt the Platform or its systems;
• not to misrepresent or impersonate any person or entity, and to provide accurate profile information;
• not to scrape, harvest or collect other users' data (including personal data) without consent, or use Platform data to build a competing service; and
• not to use the Platform for pyramid or multi-level marketing schemes, or to misuse off-Platform any contact obtained through the Platform.

7.2 Monitoring and enforcement. SPYRO does not pre-screen content but reserves the right (without obligation) to monitor, remove or disable content and to warn, suspend or terminate accounts for breach. Breach of this clause is a material breach and may result in immediate termination and, where appropriate, referral to the authorities.

8. Minimum Criteria for Listing Information

8.1 Supplier Members must ensure that all listings on the SPYRO Platform for both Supplier Member Products and Supplier Member Services meet the following criteria and establish clear agreements and procedures:

8.1.1 Supplier Members are required to enter into and maintain a separate legal agreement with Resellers that governs the terms and conditions of their transactions.

8.1.2 Listings must provide a clear and concise description of each Supplier Member Product and Supplier Member Service, detailing key features and intended uses.

8.1.3 Listings must include technical specifications and confirm compliance with applicable safety, regulatory, and industry standards. This is particularly important for Supplier Member Services concerning data protection and security standards.

8.1.4 Supplier Members must ensure that they have a compliant delivery service in place and provide clear information regarding delivery timeframes and logistics, ensuring alignment with legal standards.

8.1.5 Supplier Members must clearly outline any warranty terms applicable to Supplier Member Products and specify the return and exchange policies, including any conditions and associated fees, ensuring this information complies with legal requirements.

8.1.6 For Supplier Member Services, specify the system requirements necessary for use and operation. Provide details about available customer support channels and, if applicable, terms for any trial offerings, including duration and conditions.

8.1.7 Supplier Members must have a documented procedure for handling complaints from Resellers, ensuring complaints are addressed in a timely and lawful manner.

8.1.8 Supplier Members must maintain the accuracy and currency of all listing information, promptly updating any changes to reflect the current status of Supplier Member Products and Supplier Member Services offered.

8.1.9 Supplier Members acknowledge that failure to comply with any of the minimum listing criteria in this clause 8 may result in SPYRO's immediate suspension or termination of their account.

9. Role of SPYRO and Payment Distribution

9.1 Revenue and Reporting: the Total Revenue for Supplier Materials shall be calculated either on a per-transaction basis or by aggregating sales from Supplier Members and Resellers, as determined by SPYRO.

9.2 Transactions between Supplier Members and Resellers conducted outside the Platform ("Offline Sales"): In relation to Offline Sales, the Supplier Member shall report to SPYRO the total amount of sales, including contracts entered into, on a monthly or quarterly basis as specified by SPYRO. SPYRO shall notify the Supplier Member in advance of the reporting schedule. The Supplier Member shall furnish the report to SPYRO no later than fifteen (15) business days after the end of each applicable reporting period.

9.3 Transactions between Resellers and Supplier Members via the Platform ("Online Sales"): the reporting period for Online Sales shall be monthly.

9.4 For both Online and Offline Sales, for the applicable reporting period, the Supplier Member shall report on the following information ("Reporting Information"):

• Reseller information (e.g., school, university);
• Itemised sales values;
• Agreed commercial terms (e.g., 1, 2, or 3-year licence in respect of Supplier Member Services);
• Number of licences or hardware units sold;
• Price per licence or hardware unit;
• Payment terms (e.g., payments at the start of each year or upfront for full term with applicable discounts);
• Bulk purchase discounts;
• Expected payment dates, for example in accordance with an agreed payment schedule with the Reseller or based on minimum guarantees as specified in the agreement between the Supplier Member and the Reseller.

Based on the Reporting Information above, SPYRO shall calculate the Total Revenue received by the Supplier Member for the applicable period.

9.5 SPYRO's Entitlement to and Payment of the Commission: SPYRO shall be entitled to commission based on the Net Revenue. Entitlement to commission shall only become due upon Supplier Member's receipt of payment from the Reseller. The Commission shall be calculated as follows:

• 20% of the Net Revenue from Supplier Member Services attributable to each contract, agreement, undertaking, or commitment to pay in any form up to £1,000,000;
• 15% of the Net Revenue from Supplier Member Services attributable to each contract, agreement, undertaking, or commitment to pay in any form per transaction exceeding £1,000,000;
• 10% of the Net Revenue from Supplier Member Products for individual sales up to £1,000,000; and
• 7.5% of the Net Revenue from Supplier Member Products for individual sales exceeding £1,000,000.

Post-Termination and Ongoing Entitlement

SPYRO shall be entitled to receive commissions for any business generated with Resellers or SPYRO customers introduced to the Supplier Member by SPYRO. This includes:

• Contracts, agreements, or undertakings entered into, signed, or active during the Supplier Member's membership term, including all extensions or renewals.
• Deals, agreements, or commitments (including undertakings to pay or other obligations) signed or established with parties introduced by SPYRO during the membership term. SPYRO shall continue to receive this commissions for a period of two (2) years following the termination date, including the duration of any extensions or renewals of the relevant agreements or commitments entered into during the relevant periods.
• For twelve (12) months after the membership terminates SPYRO shall be entitled to commission for any deals, agreements, or commitments (including undertakings to pay or other obligations) signed or established with parties introduced by SPYRO during the membership term. SPYRO shall receive this commission for a period of two (2) years.

The Supplier Member is obligated to report any such introductions and subsequent engagements. However, this commission entitlement shall not apply if the Supplier Member can prove they had a pre-existing contractual relationship with the Reseller or SPYRO customer prior to the commencement of their membership on the Platform.

Supplier Member shall pay SPYRO's commission within thirty (30) days of the Supplier Member's receipt of an invoice without deduction or setoff. Supplier Member agrees to submit the Reporting Information with each invoice.

9.6 Commission applies across the Services. Following the Introductory Offer, the commission rates in clause 9.5 apply to all Qualifying Introductions, equally to sales and agreements completed through the Marketplace and through AI Partner Matching, and to on-Platform and off-Platform (offline) deals with Buyers so introduced or facilitated. The clause 9.5 rates apply to SPYRO-Sourced Deals and Prior Introductions at all times, including during the Introductory Offer, in accordance with clause 9.7.1.

9.6A Self-Sourced Deals: no commission. No commission is payable to SPYRO on a Self-Sourced Deal. This exclusion applies only where the Supplier Member can demonstrate, by contemporaneous documentary evidence, that the Buyer relationship was originated entirely through the Supplier Member's own efforts and did not arise through, and was not introduced, recommended or facilitated by, any SPYRO Route. The burden of proof is on the Supplier Member. For the avoidance of doubt, a deal is not a Self-Sourced Deal, and commission remains payable at the clause 9.5 rates, where the Buyer was introduced by the SPYRO team, or was presented with or recommended the Supplier Member's Supplier Materials through the Marketplace, the Buyer Dashboard or AI Partner Matching, or contacted the Supplier Member directly following any of the foregoing, notwithstanding that the Supplier Member may also have had separate contact with the Buyer.

9.7.1 Introductory Offer: commission-free period. The Introductory Offer runs for twelve (12) months from the AI Matcher Sign-Up Date and applies only to Qualifying Introductions. During the Introductory Offer, no commission is payable by the Supplier Member on any payment received during that period in respect of a Qualifying Introduction, whether through the Marketplace or AI Partner Matching and whether on-Platform or offline, and the Supplier Member retains one hundred per cent (100%) of such monies. The Introductory Offer does not apply to SPYRO-Sourced Deals or Prior Introductions, on which commission at the clause 9.5 rates is payable in the ordinary way at all times, including during the Introductory Offer.

9.7.2 Position after the Introductory Offer. The usual commissions in clause 9.5 apply to all payments received by the Supplier Member after expiry of the Introductory Offer, including staged, instalment, renewal or other ongoing payments in respect of Qualifying Introductions entered into during the Introductory Offer. For the avoidance of doubt, commission is not charged retrospectively on any payment received during the Introductory Offer.

9.7.3 No automatic renewal. Notwithstanding clause 4.5, an AI Partner Matching agreement entered into under the Introductory Offer will not automatically renew into a paid subscription. On expiry it is at the Supplier Member's discretion whether to renew, and if renewed the Service will be provided under SPYRO's standard commercial terms then in force, including the fee SPYRO then charges.

9.8 Payment collection and disbursement. Where agreed for a given sale, SPYRO may receive payment from the Buyer first and, after deduction of applicable commission and Fees, disburse the balance to the Supplier Member per the agreed schedule. SPYRO receives such sums as agent for collection only and not as principal in the underlying sale.

9.9 PRM and referrals. No fee or commission is currently charged for PRM. SPYRO reserves the right to introduce charges for PRM in future, including where payment is taken through the Platform, on notice in accordance with these Terms. Where SPYRO operates a referral programme, a Supplier Member that refers a distributor which becomes a Referred Distributor may be entitled to a referral fee as separately notified, payable only once SPYRO has received the relevant payment.

9.10 Tax Compliance: the Supplier Member warrants that it shall ensure compliance with all applicable tax and import/export regulations, including the timely reporting and payment of taxes.

9.11 The parties agree that changes in applicable laws or regulations during the term of this Agreement shall be promptly reviewed, and the terms shall be amended accordingly to ensure ongoing compliance.

9.12 Neither party shall be liable for penalties, fines, or other liabilities arising from the improper calculation, collection, reporting, or remittance of taxes, or from breach of tax law, unless caused directly by the negligent or wilful misconduct of the party in question.

9.13 The Supplier Member shall cooperate reasonably with SPYRO in providing any support or documentation necessary to meet its tax and legal obligations, including responding to audits or inquiries.

9.14 This clause shall survive termination of this Agreement to the extent necessary for the proper settlement of outstanding tax.

10. Termination of Membership

10.1 Termination Rights: the Supplier Member may terminate its membership with SPYRO by providing thirty (30) days' prior written notice. Such termination shall not relieve the Supplier Member of any obligations to pay all outstanding or accrued fees and commissions due under the Terms of this Agreement.

11. Intellectual Property Rights and Restrictions

11.1 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.

11.2 Restrictions on Use: Supplier Members 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.

11.3 Content Licence: Supplier Members 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 Supplier Members 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.

11.4 Supplier Member grants SPYRO a world-wide, non-exclusive, royalty-free, perpetual, and irrevocable licence to use, reproduce, display, and publish their trademarks, logos, trade names, and any Supplier Materials provided solely for the purpose of promoting, marketing, and advertising the Supplier Members' materials on the Platform.

This licence includes the right for SPYRO to incorporate, modify, and use the Supplier Materials in reports, publicity, marketing materials, websites, apps, and related promotional channels. The licence shall remain in effect for as long as the Supplier Members maintain an active membership on the Platform.

11.5 Responsibility for content. The Supplier Member is solely responsible for the Content it uploads and warrants that it holds all rights necessary to submit that Content and to grant the licence in clause 11.3, and that the Content does not breach any law or these Terms.

12. Use of Data and Marketing

12.1 Unless otherwise agreed, Supplier Members are using the Platform solely for their own purposes and do not establish any direct relationship with SPYRO through such use. Supplier Members shall not disclose any Reseller information arising from their use of the Platform.

12.2 Each party agrees that any data or information they transmit or provide will be collected, stored, processed, and used in accordance with SPYRO's Privacy Policy and applicable laws.

12.3 Data protection. SPYRO collects and processes personal data in accordance with its Privacy Policy (incorporated by reference) and UK GDPR. The Supplier Member acknowledges that AI Partner Matching involves automated processing (including profiling) of profile and activity data, that SPYRO uses third-party processors including a third-party AI provider, and that data may be processed outside the UK subject to appropriate safeguards. Details of data categories, retention, sub-processors, international transfers and data-subject rights are set out in the Privacy Policy.

12.4 Marketing. SPYRO may send the Supplier Member information about SPYRO's products, services, offers, events and updates that it considers may be of interest to the Supplier Member'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.

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

12.6 Business (corporate) subscribers. Where the Supplier Member 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 Supplier Member may opt out at any time.

12.7 Individuals and sole traders. Where the Supplier Member is an individual, sole trader or unincorporated partnership, SPYRO will send electronic Marketing (such as email or text message) only where the Supplier Member has consented, or where otherwise permitted by law, including where the Supplier Member 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 Supplier Member Marketing by post.

12.8 Consent and opt-out. Where SPYRO relies on consent, the Supplier Member 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.

12.9 Data obtained from other sources. Where SPYRO has obtained the Supplier Member's details from a source other than the Supplier Member (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.

12.10 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. Confidentiality

13.1 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.

13.2 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.

13.3 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.

13.4 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.

13.5 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.

13.6 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.

14. Non-Circumvention

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 Supplier Member should not be unfairly restricted, particularly in cases of pre-existing relationships.

14.1 The Supplier Member 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 Supplier Members and any third parties, including but not limited to Resellers, clients, potential customers, schools, government institutions, and bodies. PROVIDED THAT, this non-circumvention obligation shall not apply if the Supplier Member can demonstrate that it had a pre-existing contractual relationship with such third parties before the Supplier Member's membership or involvement with SPYRO or that the relevant deal is a Self-Sourced Deal (as defined in clause 9.6A). For the avoidance of doubt, this clause applies to introductions, relationships and dealings arising through the Marketplace, the Buyer Dashboard, Business Development and AI Partner Matching.

14.2 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 Supplier Member 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 Supplier Member'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.

14.3 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 Supplier Member acknowledges that monetary damages may be insufficient to remedy any breach of this clause and that specific performance is a proper remedy.

14.4 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.

15. Representations and Warranties

15.1 Each Party warrants and represents that:

15.1.1 it has the necessary and actual right and authority to enter into and perform its obligations under this Agreement;

15.1.2 it has taken all necessary corporate or organisational action to authorise the execution, delivery, and performance of this Agreement;

15.1.3 this Agreement constitutes a valid, legal, and binding obligation enforceable against the Party in accordance with its terms; and

15.1.4 the execution of this Agreement and the performance of its obligations do not and will not violate any applicable law or regulation to which it is or may be subject.

15.2 The Supplier Member warrants and represents that:

15.2.1 it owns or controls all rights, title, and interest in and to all Supplier Materials that are listed or provided under this Agreement or that are licensed to the Reseller, and has the full legal right and authority to license or sublicense such Supplier Materials as contemplated herein;

15.2.2 it owns or controls all rights necessary to license, sublicense, and distribute the Supplier Materials without infringing third-party rights;

15.2.3 it has the full legal right to grant the licences set out in this Agreement without infringing any third-party rights; and

15.2.4 if the Supplier Member makes available or grants licences to Supplier Materials for purchase by Resellers via the Platform, the licences are valid, enforceable, and the Supplier has all necessary rights to grant such licences, including rights related to use, distribution, and sublicense to Resellers and end users.

16. Disclaimers of Warranties

16.1 "As is"; no guarantee of results. To the fullest extent permitted by law, and subject always to clause 17.4, the Platform and all content and Services are provided on an "as is" and "as available" basis. SPYRO does not warrant that use of the Platform will result in any partnership, sale, investment or other outcome, that the Platform will be uninterrupted or error-free, or that user-provided information or AI-generated outputs are accurate, complete or fit for any purpose. AI outputs are probabilistic and for convenience only and do not constitute advice. Save as expressly stated and to the extent permitted by law, all implied warranties are excluded.

17. Limitation on Liability and Indemnity

17.1 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 Supplier Member, 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.

17.2 Limitation of Supplier Member's Liability: the Supplier Member'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:

17.2.1 breach of any of its obligations under this Agreement;

17.2.2 wilful misconduct;

17.2.3 gross negligence;

17.2.4 fraud or fraudulent misrepresentation;

17.2.5 any violation of applicable laws or regulations;

17.2.6 any infringement of SPYRO's Intellectual Property Rights; or

17.2.7 any breach of confidentiality obligations.

17.3 Indemnity: The Supplier Member 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:

17.3.1 any breach of this Agreement by the Supplier Member;

17.3.2 any claims made by third parties arising out of or in connection with the Supplier Member's activities under this Agreement;

17.3.3 any violation by the Supplier Member of applicable laws or regulations;

17.3.4 any infringement of third-party rights, including intellectual property rights, resulting from the Supplier Member's use of the Platform or any Supplier Materials.

17.4 Exclusion of Certain Liabilities: nothing in this Agreement shall limit or exclude either party's liability for:

17.4.1 death or personal injury caused by its negligence;

17.4.2 fraud or fraudulent misrepresentation; or

17.4.3 any other liability that cannot be limited or excluded by law.

17.5 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.

17.6 Application across the Services. The limitations and exclusions in this clause 17 apply to all Services, including AI Partner Matching, and to the matters disclaimed in clause 16. SPYRO is not a party to, and is not liable for, dealings, agreements or disputes between the Supplier Member and any Buyer or third party; the Supplier Member releases SPYRO from claims arising out of such dealings. Claims arising from the same or related facts are aggregated for the purpose of the cap.

18. Force Majeure

Neither SPYRO nor the Supplier Member 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.

19. Linked Sites

The Platform may include URL links that allow Members 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 its Supplier Members and 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. Supplier Members 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.

20. Dispute Resolution

Disputes between Supplier Members and Resellers

20.1 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 Supplier Member acknowledges that SPYRO is not a party to any contracts or agreements that may exist between the Reseller and Supplier Members concerning such Supplier Member Products or Supplier Member Services.

20.2 SPYRO shall have no authority or responsibility to resolve any contractual disputes between the Supplier Members and Resellers. Supplier Member agrees that any claims or disputes must be addressed directly with the Reseller, and SPYRO shall not be liable for any loss, damage, or expense incurred by the Supplier Member in connection with such disputes.

Disputes between SPYRO and Supplier Members

20.3 In the event of any dispute, claim, or controversy arising out of or relating to these Terms, the relationship between SPYRO and the Supplier Member, the Parties agree to attempt to resolve the dispute amicably through good-faith negotiations.

20.4 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.

20.5 If the dispute remains unresolved through arbitration or mediation within ninety (90) days following the issuance of the written notice referred to in clause 20.4, either Party may pursue any remedy available at law or in equity to resolve the dispute.

20.6 During the dispute resolution process, both Parties shall continue to perform their obligations under this Agreement unless the dispute prevents performance.

21. General Provisions

21.1 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.

21.2 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.

21.3 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.

21.4 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.

21.5 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.

21.6 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.

21.7 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.

Version 4.3 | Last updated September 2026