Supplier Connect Agreement
Issued on: February 6, 2025 | Last modified: February 6, 2025
This Supplier Connect Agreement (Agreement) sets forth the services provided by Material Exchange Ventures AB (ME) via its Sourcing Hub (SH or Platform) to a supplier which is licensed as a Supplier on SH (Supplier).
This Agreement incorporates and is subject to SH Terms and Conditions, Data Protection Notice and Data Processing Agreement.
All the definitions and captions used in this Agreement shall the same meaning as in Sourcing Hub Terms and Conditions.
WHEREAS, the Platform provides a digital environment that connects Suppliers offering materials, fabrics, or products (Products), manufacturers and sourcing experts with Brands seeking to purchase those Products.
WHEREAS, the Supplier desires to access and use the Platform’s services, including any AI-driven sourcing features (collectively, AI Frank), to offer its Products to potential Brands.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
1. Platform Access & License
Subject to the terms and conditions of this Agreement and Sourcing Hub Terms and Conditions, the ME grants the Supplier a non-exclusive, non-transferable, revocable right to access and use the Platform for the sole purpose of uploading, sourcing, negotiating and transacting its Products with potential Brands.
The Supplier shall provide accurate, up-to-date information about its Products, including product descriptions, pricing, availability, and relevant certifications.
2. Registration & Platform Access Fee
No subscription fees are required to register on the Sourcing Hub or to upload, display, and make your content (e.g., scans, visuals, metadata) available for use.
3. Action-Based Fee
Action-Based fee (Action-Based Fee) refers to the fee payable by the Supplier and triggered by a specific user action or event on the Platform.
The Action-Based Fee structure, rates, and payment schedule shall be governed by a separate agreement between the parties, executed independently of this Agreement.
Suppliers agree to remit all Fees by the due date specified in each invoice or billing statement.
Failure to pay Fees in a timely manner may result in suspension or termination of the Supplier’s access to AI Frank and the Sourcing Hub.
4. Transaction Fee
The Transaction fees charged by ME from Suppliers shall be calculated based on Bookings/transactions made on SH (Transaction Fee).
The Transaction Fee is typically calculated as a percentage of the total order value, excluding taxes, duties, and shipping costs.
The transaction fee structure, rates, and payment schedule shall be governed by a separate agreement between the parties, executed independently of this Agreement.
ME shall not be held liable if the Booking is not executed for whatever the reason, or for any delays in payments with regards to Bookings, and the Transaction Fee shall still become due and payable in accordance with clauses hereinunder.
The Transaction Fee shall also become due and payable by the Supplier if the Supplier, or any of its subsidiaries or affiliates, enters into any form of contract outside of the Sourcing Hub for the sale or purchase of a product that was originally initiated through the SH.
5. Invoicing & Payment/Taxes
All fees are exclusive of any taxes (including VAT, GST, or sales tax). The Supplier is responsible for paying any applicable taxes in its jurisdiction.
6. Disputes
If the Supplier disputes any portion of an invoice, it shall notify the Platform in writing within 3 working days of receipt. The Parties will cooperate in good faith to resolve the dispute promptly.
7. Terms and Services
In the event of a conflict between this Agreement and the applicable document(s), this Agreement will prevail.
8. Use of Supplier trademarks:
The Supplier agrees that ME may use the Supplier name and Logo for marketing purposes only.
9. Miscellaneous
This Agreement, together with the Sourcing Hub Terms and Conditions, represents the entire agreement between the Parties with respect to the related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
Details regarding other subject matters is relation to this Agreement like liability limitation, disclaimers, applicable laws and jurisdictions etc. are regulated by SH Terms and Conditions and should be interpretated according to such.