Dharas Terms of Service

1. Introduction and acceptance

1.1 These Terms of Service (the "Terms") govern access to and use of the Dharas software-as-a-service platform (the "Service"), provided by Furious Fox Limited, a company registered in England and Wales under company number 10443248, with its registered office at 21 East Street, Bromley, England, BR1 1QE ("Furious Fox", "we", "us" or "our").

1.2 The Service supports three types of user, each of which accepts these Terms in a different way:

1.3 If an individual accepts these Terms on behalf of an organisation (whether as a Tenant, a Buyer User acting for a Tenant, or a Supplier or Supplier User acting for a Supplier), that individual confirms they have authority to bind that organisation.

1.4 Order of precedence. Where Furious Fox and a Tenant have entered into a separately signed Master Subscription Agreement, Order Form, or Work Order that expressly governs the Service, the terms of that signed agreement shall prevail over these Terms to the extent of any conflict. These Terms otherwise apply as a supplementary default to all Tenants, Buyer Users, Suppliers, and Supplier Users.

1.5 You must not use the Service if you do not agree to these Terms.

2. Definitions

"Account" means an account created by a Tenant or a Supplier to access the Service.

"Authorised User" means, collectively, Buyer Users and Supplier Users.

"Buyer User" has the meaning given in clause 1.2(b).

"Customer Data" means all data, content, and materials submitted, uploaded, or generated by a Tenant or its Buyer Users through the Service.

"Documentation" means any user guides or technical documentation made generally available by Furious Fox for the Service.

"Fees" means the subscription and other fees payable by a Tenant for the Service, as set out in an Order Form or otherwise agreed in writing.

"Order Form" means a signed order, statement of work, or equivalent document agreed between Furious Fox and a Tenant referencing these Terms.

"Platform IP" means the Service, the underlying software, source code, architecture, algorithms, interfaces, designs, trade marks, and all associated intellectual property rights, excluding Customer Data and Supplier Content.

"Portal" means the area of the Service through which Suppliers register and interact with Tenants.

"Subscription Term" means the period for which a Tenant has subscribed to the Service, as specified in the applicable Order Form or on renewal.

"Supplier" and "Supplier User" have the meanings given in clause 1.2(c).

"Supplier Content" means all data, documents, pricing, and other materials submitted by a Supplier or its Supplier Users through the Service, including in response to a Tenant's sourcing, procurement, or purchasing activity.

"Tenant" has the meaning given in clause 1.2(a).

3. Accounts

3.1 Tenant set-up. A Tenant must have a signed Order Form, or otherwise have agreed to these Terms in writing, before it may create an Account and configure the Service for its organisation. The Tenant is responsible for configuring its environment and for inviting, managing, and deactivating its Buyer Users.

3.2 Buyer Users. A Buyer User may only access the Service following an invitation from a Tenant, and only for the purposes authorised by that Tenant. A Tenant is responsible for the acts and omissions of its Buyer Users as if they were its own, and for ensuring its Buyer Users comply with these Terms.

3.3 Suppliers. A Supplier may register for a free Account through the Portal in order to interact with one or more Tenants using the Service, including responding to sourcing events, submitting quotes or tenders, and managing orders. A Supplier is responsible for the acts and omissions of its Supplier Users as if they were its own, and for ensuring its Supplier Users comply with these Terms.

3.4 Account security. Each Tenant and Supplier is responsible for maintaining the confidentiality of its Account credentials and for all activity occurring under its Account, and must notify Furious Fox promptly of any suspected unauthorised use.

3.5 Accurate information. All Accounts must be created using accurate, current, and complete information.

4. Subscriptions, fees, and billing

4.1 This clause 4 applies to Tenants only. Suppliers are not charged Fees for registering or using the Service through the Portal, and clause 4 does not apply to Suppliers or Supplier Users.

4.2 Subscription plans. The Service is made available to a Tenant under the subscription plan set out in its Order Form, as may be varied by written agreement or by upgrade/downgrade agreed between the parties.

4.3 Free trials. Where Furious Fox agrees to provide a Tenant with a free trial or evaluation period, its duration and scope will be as set out in the Order Form or otherwise agreed in writing. Furious Fox may terminate or modify a free trial at any time without liability. Unless the Tenant gives notice that it does not wish to proceed before the trial ends, the paid Subscription Term will begin automatically at the end of the trial, and the applicable Fees will be invoiced.

4.4 Fees and payment. Fees are as set out in the applicable Order Form. Unless stated otherwise, Fees are quoted exclusive of VAT and other applicable taxes, which will be added to invoices where chargeable. Furious Fox does not use a third-party payment processor. Furious Fox will invoice the Tenant in accordance with the billing frequency set out in the Order Form, and the Tenant shall pay each invoice by bank transfer within 30 days of the invoice date, unless a different payment period is agreed in writing.

4.5 Auto-renewal. Unless either party gives notice of non-renewal in accordance with clause 12, a Tenant's subscription renews automatically for successive periods equal to the expiring Subscription Term, at Furious Fox's then-current list price unless otherwise agreed.

4.6 Late payment. Sums not paid by the due date may accrue interest at 4% per annum above the Bank of England base rate, calculated daily, and Furious Fox may suspend the Service to the relevant Tenant until overdue amounts are paid in full.

4.7 Price changes. Furious Fox may change its Fees, with such changes taking effect at the Tenant's next renewal, provided Furious Fox gives at least 30 days' notice.

4.8 Refunds. Except as expressly stated in these Terms or as required by applicable law, Fees are non-refundable.

5. Licence and acceptable use

5.1 Licence to Tenants. Subject to these Terms and payment of applicable Fees, Furious Fox grants a Tenant a non-exclusive, non-transferable, revocable licence for itself and its Buyer Users to access and use the Service during the Subscription Term for the Tenant's internal business purposes.

5.2 Licence to Suppliers. Furious Fox grants a Supplier a non-exclusive, non-transferable, royalty-free licence for itself and its Supplier Users to access and use the Portal solely to interact with Tenants through the Service, for the Supplier's own business purposes.

5.3 Acceptable use. No Tenant, Buyer User, Supplier, or Supplier User may:

5.4 Furious Fox may suspend access for breach of this clause 5, following notice where reasonably practicable, except where immediate suspension is necessary to prevent harm to the Service or third parties.

6. Customer Data, Supplier Content, and data protection

6.1 Ownership. As between the parties, a Tenant owns all right, title, and interest in its Customer Data, and a Supplier owns all right, title, and interest in its Supplier Content. Furious Fox is granted a limited licence to host, process, and use Customer Data and Supplier Content solely to provide the Service, prevent or address technical issues, and as otherwise permitted under these Terms or required by law.

6.2 Supplier Content shared with Tenants. Where a Supplier submits Supplier Content to a Tenant through the Service (for example, in response to a sourcing event), the Supplier grants that Tenant a licence to store, view, and use the Supplier Content for the purpose of evaluating and administering that business relationship. Furious Fox is not a party to, and accepts no responsibility for, the underlying commercial relationship, negotiation, or transaction between a Tenant and a Supplier.

6.3 Data processing. Where Furious Fox processes personal data on behalf of a Tenant or Supplier as a data processor, and that Tenant or Supplier acts as data controller, the parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Where required, the parties will enter into a separate Data Processing Agreement, the terms of which take precedence over this clause 6 in relation to personal data processing.

6.4 Security. Furious Fox will maintain reasonable technical and organisational measures designed to protect Customer Data and Supplier Content against unauthorised access, loss, or alteration.

6.5 Data export and deletion. During the Subscription Term, a Tenant may export its Customer Data, and a Supplier may export its Supplier Content, using the Service's standard export functionality. On termination or expiry of the relevant Account, Furious Fox will make that data available for export for 30 days, after which it may be deleted in accordance with our data retention practices, save where retention is required by law.

7. Intellectual property

7.1 Furious Fox and its licensors own all right, title, and interest in the Platform IP. No rights are granted to any Tenant, Buyer User, Supplier, or Supplier User except the limited licences expressly set out in clause 5.

7.2 No provision of Customer Data or Supplier Content grants Furious Fox any rights beyond those necessary to provide the Service, as set out in clause 6.1.

7.3 Any feedback, suggestions, or ideas provided about the Service may be used by Furious Fox without restriction or obligation.

8. Service availability and support

8.1 Furious Fox will use reasonable efforts to make the Service available, subject to scheduled maintenance, emergency maintenance, and factors outside its reasonable control.

8.2 Where Furious Fox and a Tenant have agreed a specific service level or support arrangement in a separate Work Order or Order Form, that arrangement will apply. In the absence of such agreement, Furious Fox provides support to Tenants on a reasonable efforts basis during normal business hours. Suppliers and Supplier Users may raise issues relating to their use of the Portal through the support channel published in the Service, which Furious Fox will address on a reasonable efforts basis.

9. Confidentiality

9.1 Furious Fox and a Tenant may each receive confidential or proprietary information of the other ("Confidential Information"). Each party agrees to use the other's Confidential Information only to perform its obligations under these Terms, and to protect it using no less than reasonable care.

9.2 A Supplier may receive Confidential Information of a Tenant strictly to the extent necessary to respond to that Tenant's sourcing activity, and must use it only for that purpose and protect it using no less than reasonable care.

9.3 Confidential Information does not include information that is or becomes publicly available other than through breach of these Terms, was already known to the receiving party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

9.4 A party may disclose Confidential Information where required by law, regulation, or court order, provided it gives the other party reasonable notice where legally permitted.

10. Warranties and disclaimers

10.1 Each party warrants that it has the legal right and authority to enter into these Terms.

10.2 Except as expressly stated in these Terms, the Service is provided "as is" and Furious Fox disclaims all other warranties, whether express, implied, or statutory, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

10.3 Furious Fox does not warrant that the Service will be uninterrupted, error-free, or completely secure.

10.4 Furious Fox does not warrant or guarantee that any Supplier will be awarded business by, or achieve any particular outcome with, any Tenant, or that any Tenant will receive any particular level of interest or response from Suppliers. Any dealings, negotiations, or contracts formed between a Tenant and a Supplier are solely between them.

11. Limitation of liability

11.1 Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be limited or excluded.

11.2 Subject to clause 11.1, neither party shall be liable to the other for any indirect, special, incidental, consequential, or loss of profits, revenue, goodwill, or anticipated savings, whether arising in contract, tort (including negligence), or otherwise.

11.3 Subject to clauses 11.1 and 11.2, Furious Fox's total aggregate liability to a Tenant arising out of or in connection with these Terms, whether in contract, tort, or otherwise, shall not exceed the total Fees paid or payable by that Tenant in the 12 months preceding the event giving rise to the claim.

11.4 Subject to clause 11.1, and because Suppliers are not charged Fees and use the Portal free of charge, Furious Fox excludes all liability to a Supplier arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, to the fullest extent permitted by law.

11.5 Furious Fox is not liable to any Tenant or Supplier for any loss arising from the conduct of, or any transaction, negotiation, or dispute between, a Tenant and a Supplier.

12. Term, suspension, and termination

12.1 As between Furious Fox and a Tenant, these Terms commence on the date the Tenant first accesses the Service and continue for the Subscription Term, renewing in accordance with clause 4.5 unless terminated earlier under this clause 12. A Buyer User's access continues for so long as the relevant Tenant's Account remains active and the Tenant has not revoked that Buyer User's access.

12.2 As between Furious Fox and a Supplier, these Terms commence on registration and continue until terminated by either party in accordance with this clause 12.

12.3 Either party may terminate for the other's material breach if the breach is not remedied within 30 days of written notice.

12.4 Furious Fox may suspend or terminate the Service to a Tenant immediately for non-payment (subject to clause 4.6), suspected fraud, security risk, or breach of clause 5. Furious Fox may suspend or terminate a Supplier's Account immediately for suspected fraud, security risk, or breach of clause 5.

12.5 A Tenant may terminate for convenience by giving at least 30 days' written notice prior to the end of the then-current Subscription Term, to take effect at renewal. A Supplier may deactivate or close its Account at any time by written notice or using the functionality provided in the Portal.

12.6 On termination, the relevant party's right to access the Service ceases immediately, subject to the data export provisions in clause 6.5. Termination does not entitle a Tenant to a refund of Fees already paid, except as required by law.

13. Indemnification

13.1 Furious Fox will defend a Tenant against any third-party claim that the Service, as provided by Furious Fox and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify the Tenant against damages finally awarded, subject to the Tenant promptly notifying Furious Fox of the claim and giving Furious Fox control of the defence.

13.2 A Tenant will indemnify Furious Fox against any third-party claim arising from its Customer Data, its or its Buyer Users' breach of these Terms, or its or its Buyer Users' misuse of the Service.

13.3 A Supplier will indemnify Furious Fox against any third-party claim arising from its Supplier Content, its or its Supplier Users' breach of these Terms, or its or its Supplier Users' misuse of the Service.

14. Changes to the Service and these Terms

14.1 Furious Fox may modify or discontinue features of the Service from time to time, provided such changes do not materially reduce the core functionality relied upon by a Tenant or Supplier without reasonable notice.

14.2 Furious Fox may update these Terms by posting a revised version and, for material changes, providing notice by email or in-Service notification at least 30 days before the changes take effect. Continued use of the Service after that date constitutes acceptance by the relevant Tenant, Buyer User, Supplier, or Supplier User.

15. General

15.1 Force majeure. No party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

15.2 Assignment. A Tenant or Supplier may not assign these Terms without Furious Fox's prior written consent. Furious Fox may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.

15.3 Notices. Notices under these Terms must be given in writing to the contact details provided in the relevant Order Form or Account, or to hello@dharas.io.

15.4 Entire agreement. These Terms, together with any Order Form, Data Processing Agreement, and policies referenced herein, constitute the entire agreement between the parties regarding the Service, superseding all prior discussions, save for any separately signed Master Subscription Agreement as set out in clause 1.4.

15.5 Severability. If any provision is held unenforceable, the remaining provisions continue in full force and effect.

15.6 No partnership. Nothing in these Terms creates a partnership, joint venture, or agency relationship between Furious Fox and any Tenant or Supplier, or between a Tenant and a Supplier.

15.7 Third-party rights. Save as expressly stated, no person other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

16. Governing law and dispute resolution

16.1 These Terms are governed by and construed in accordance with the laws of England and Wales.

16.2 The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, save that this does not prevent either party from seeking injunctive or other equitable relief in any jurisdiction.

17. Contact

Questions about these Terms should be sent to hello@dharas.io.

Furious Fox Limited
21 East Street, Bromley, England, BR1 1QE
Company number: 10443248