Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "Client") and stock.link ("we", "us", or "our") governing your access to and use of our website, API, platform, and related services (collectively, the "Services").

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, you must not use the Services.

2. Description of Services

stock.link provides an operational layer for manufacturers, encompassing:

• Marketing — brand positioning, digital campaigns, lead generation, and content.
• Sales — multi-channel storefronts, B2B and B2C pipelines, pricing strategy, and order capture.
• Logistics — pick, pack, ship coordination, carrier negotiation, tracking, and returns.
• Acquisitions — predictive material sourcing, procurement, and just-in-time delivery.

The specific services activated for your account are defined in the applicable service agreement or order form executed between you and stock.link (the "Service Agreement"). In the event of a conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the subject matter of that agreement.

3. Eligibility

The Services are intended for business use. By using the Services, you represent and warrant that:

• You are at least 18 years old (or the age of majority in your jurisdiction).
• You have the legal capacity and authority to enter into these Terms.
• Your use of the Services does not violate any applicable law or regulation.

4. Accounts and Access

To use certain features of the Services, you may need to create an account or integrate via our API. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security of your account credentials and API keys.
• Notify us immediately of any unauthorised access to your account.
• Accept responsibility for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts that we reasonably believe are in violation of these Terms.

5. API Usage and Integration

Access to our API is subject to the following conditions:

• You will use the API solely for the purposes described in your Service Agreement and in compliance with our API documentation.
• You will not exceed any rate limits, usage quotas, or other technical restrictions communicated to you.
• You will not reverse engineer, decompile, or attempt to extract the source code of the API or any related software.
• You will not use the API to build a competing product or service.

We may modify, deprecate, or discontinue API endpoints with reasonable notice. We will use commercially reasonable efforts to provide at least 30 days' notice for breaking changes.

6. Client Obligations

In connection with your use of the Services, you agree to:

• Provide accurate product data, bills of materials, and production information as required for service delivery.
• Comply with all applicable laws and regulations, including consumer protection, trade compliance, and export control laws.
• Not use the Services for any unlawful, fraudulent, or harmful purpose.
• Not interfere with or disrupt the integrity or performance of the Services.
• Cooperate with reasonable requests from stock.link necessary to deliver the Services.

7. Intellectual Property

7.1 Our intellectual property

The Services, including all software, APIs, designs, text, graphics, and other content provided by stock.link, are owned by or licensed to us and are protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property except the limited licence to use the Services as described herein.

7.2 Your intellectual property

You retain all rights in your brand, trademarks, product data, customer data, and any other content you provide to us ("Client Content"). By providing Client Content, you grant us a limited, non-exclusive, worldwide licence to use, reproduce, and display such content solely to the extent necessary to deliver the Services.

7.3 Feedback

If you provide suggestions, ideas, or other feedback about the Services ("Feedback"), we may use such Feedback without restriction or obligation to you.

8. Data and Privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Where we process personal data on your behalf in connection with the Services, the parties will enter into a data processing agreement that complies with the requirements of the EU General Data Protection Regulation (GDPR), the UK GDPR, and other applicable data protection laws.

You retain ownership of your customer data at all times. Upon termination or expiry of the Services, you may export your data in accordance with our data portability procedures.

9. Fees and Payment

Fees for the Services are set out in your Service Agreement. Unless otherwise specified:

• Invoices are issued monthly and payable within 30 days of the invoice date.
• All fees are stated exclusive of applicable taxes (including VAT, sales tax, and GST), which will be added where required by law.
• Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
• We reserve the right to suspend access to the Services for accounts with overdue balances exceeding 15 days.

Fee adjustments will be communicated with at least 30 days' written notice before the next billing cycle.

10. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party ("Confidential Information") and to use it only for the purposes of performing under these Terms or the applicable Service Agreement. Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was lawfully known to the receiving party prior to disclosure.
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
• Is disclosed with the prior written consent of the disclosing party.

Confidentiality obligations survive for three years following termination of the relationship, or for as long as the information remains confidential, whichever is longer.

11. Warranties and Disclaimers

11.1 Our warranties

We warrant that the Services will be provided with reasonable care and skill, in material conformity with the applicable Service Agreement and documentation.

11.2 Disclaimers

Except as expressly stated in these Terms or a Service Agreement, the Services are provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected. Nothing in this section excludes or limits warranties that cannot be excluded or limited under applicable law.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• Indirect damages — Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to these Terms, regardless of the theory of liability.
• Cap on liability — Our total aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by you to stock.link in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law, including under EU, UK, or US consumer protection laws; or (d) breaches of confidentiality or data protection obligations.

13. Indemnification

You agree to indemnify, defend, and hold harmless stock.link, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or any applicable law.
• Your Client Content or use of the Services in a manner not authorised by these Terms.
• Any third-party claim arising from products you manufacture or sell through the Services.

14. Term and Termination

14.1 Term

These Terms are effective from the date you first access or use the Services and remain in effect until terminated. The duration of any specific Service engagement is governed by the applicable Service Agreement.

14.2 Termination for convenience

Either party may terminate a Service Agreement by providing written notice in accordance with the notice period specified in that agreement (or 30 days if no period is specified).

14.3 Termination for cause

Either party may terminate these Terms or any Service Agreement immediately upon written notice if the other party:

• Commits a material breach that is not cured within 30 days of written notice.
• Becomes insolvent, enters administration, or ceases to operate in the ordinary course of business.

14.4 Effect of termination

Upon termination:

• All rights and licences granted to you under these Terms will cease immediately.
• You must pay all outstanding fees for Services rendered up to the termination date.
• We will provide you with a reasonable period (not less than 30 days) to export your data.
• We will return or delete your Confidential Information, except as required by law.

Sections that by their nature should survive termination (including Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law) will continue in effect.

15. Governing Law and Dispute Resolution

15.1 EU and UK clients

If you are based in the European Economic Area or the United Kingdom, these Terms are governed by the laws of England and Wales (without regard to conflict-of-law principles). Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Nothing in these Terms affects your statutory rights as a consumer under EU or UK law, including your right to bring proceedings in the courts of your country of residence.

15.2 US clients

If you are based in the United States, these Terms are governed by the laws of the State of Delaware (without regard to conflict-of-law principles). Any dispute arising out of or in connection with these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Wilmington, Delaware.

You and stock.link each waive the right to a jury trial and the right to participate in a class action. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

15.3 All other jurisdictions

For clients outside the EEA, UK, and US, these Terms are governed by the laws of England and Wales. Disputes shall be resolved by arbitration under the rules of the London Court of International Arbitration (LCIA).

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, labour disputes, or infrastructure failures. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

17. Modifications to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Post the revised Terms on this page with an updated effective date.
• Provide at least 30 days' notice before the changes take effect (via email or a notice within the Services).

Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and may terminate your Service Agreement in accordance with Section 14.

18. General Provisions

• Entire agreement — These Terms, together with any applicable Service Agreement and Privacy Policy, constitute the entire agreement between you and stock.link regarding the Services.
• Severability — If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver — No failure or delay by either party in exercising any right shall constitute a waiver of that right.
• Assignment — You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.
• Notices — Notices to stock.link must be sent to the address below. Notices to you will be sent to the email address associated with your account.

19. Contact Us

If you have questions about these Terms, please contact us: