Furniture Connect Terms of Use

3. In this Agreement, the following words are defined:

Business Customer

An entity or individual purchasing or using the Platform for purposes relating to their trade, business, craft, or profession;

Confidential Information

In relation to any party, any information (whether or not stated to be confidential or marked as such) that is disclosed by that party to a second party, or which that second party obtains from any information disclosed to it by the first party, either orally or in writing or by any other means;

Effective Date

The date on which the User indicates their acceptance of these Terms of Use and of the terms of the Agreement;

Parties

The Provider and the User; either of which may be referred to singularly within this Agreement as a "Party";

Platform

The Furniture Connect platform, comprising of the user facing website, marketplace application and channel management tools which may constitute the underlying artificial intelligence (AI) model(s) and other code, the user-facing tool built on this, and any supplementary software, technical infrastructure, or content (e.g. apps, instructive content, or supplementary programmes), that the User is granted access to by the Provider as the provision of services to the User by the Provider; which includes the Free Version of the Platform and the Paid Version of the Platform;

Free Version of the Platform

The iteration of the Platform that users may access without paying any fees and without committing to any future payments of fees;

Paid Version of the Platform

The iteration of the Platform that a User is granted access to in exchange for payment of a specified Fee;

Recurring Subscription Period

A period of time (e.g. one month or one week) for which Fees are paid by the User in exchange for use of the Platform during that period, which the User agrees to subscribe to on an ongoing basis until renewal is cancelled in accordance with the Agreement;

Intellectual Property Rights

Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up, rights in goodwill or to sue for passing off, and any other rights of a similar nature, or other industrial or intellectual property rights owned or used by the relevant party in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future;

Working Day

Any day other than a Saturday, Sunday or public holiday in England and Wales.

4. Subject to these Terms of Use and all other terms comprising the Licence Agreement, the Provider grants the User a limited, revocable, non-exclusive, non-sublicensable, and non-transferable licence for the duration of the Term to use the Platform in accordance with these Terms of Use (the Licence).

5. To access the Platform under the Licence, the Provider will require the User to register for an account by providing certain information (e.g. an email address, name, and password).

6. The User acknowledges that they are not granted any ownership of the Platform or any proprietary rights in the Platform (including Intellectual Property Rights) and, as such, the User does not have permission to alter, reproduce, sell, disassemble, edit, rebrand, distribute, lend, hire, or sub-license the Platform or any component part of the Platform, or otherwise use the Platform in a manner only consistent with ownership of the Platform.

7. The clauses within this section (i.e. the section headed "Term and Termination of Use of the Paid Version of the Platform") only apply to an Agreement for the use of the Paid Version of the Platform.

8. The Term of the User's Licence begins on the Effective Date and shall continue for the duration of time agreed to separately in writing between the parties upon entering into the Agreement (whether comprised of a single fixed term or of multiple Recurring Subscription Periods), unless the Agreement is terminated before the end of the Term, in which case the Licence will end immediately on termination.

9. The Agreement may be terminated before the expiry of the Term:

1. By the Provider giving the User 1 Working Day's prior written notice of their intention to terminate the Agreement for a legitimate reason (e.g. because they are to cease providing the Platform); or
2. Immediately, by the Provider giving the User written notice of their intention to terminate the Agreement, if:
   1. The User breaches any of these Terms of Use; or
   2. The Provider deems that termination is necessary to allow the Provider to comply with any applicable laws; or
3. By the User giving the Provider written notice of their intention to terminate the Agreement (or by the User's following other termination procedures provided by the Provider, e.g. by following an online question flow), in which case the Agreement will be terminated:
   1. In the case of a Recurring Subscription Period, at the end of the Recurring Subscription Period within which notice of termination was given; or
   2. Otherwise, immediately.

10. The clauses within this section (i.e. the section headed "Term and Termination of Use of the Free Version of the Platform") only apply to an Agreement for the use of the Free Version of the Platform.

11. The Term of the User's Licence begins on the Effective Date and shall continue until the Agreement is terminated by either Party.

12. The User may immediately terminate the Agreement by cancelling their account (either by emailing the Provider requesting that their account be cancelled or by following alternative instructions for such provided by the Provider).

13. The Provider may immediately terminate the Agreement by providing written notice to the User of their intention to end the User's Licence to use the Platform.

14. When the Agreement is terminated or expires, the User's Licence to use the Platform and the Provider's obligation to provide the Platform will end.

15. If the Agreement is terminated by the User, the User is not entitled to receive a refund for any fees already paid before the date of termination unless:

1. A specific refund is agreed to between the Parties before termination (in which case the User will only be entitled to the refund agreed to); or
2. The termination was due to one of the following situations (in which case pre-paid fees will be refunded to the User on a pro rata basis in relation to the amount of the relevant pay period that remains after termination):
   1. The Provider breached a term of the Agreement;
   2. The Provider stopped supplying the Platform;
   3. The Provider terminated the Agreement before the end of the User's Term for reasons other than:
      1. The User's breach of the Terms of Use; or
      2. The Provider's deeming that termination is necessary to allow the Provider to comply with any applicable laws; or
   4. The Provider changed the Platform in a major way that made the Platform an essentially different product; or
   5. The User was unwilling to accept a significant change to these Terms of Use.

16. The terms contained in the sections headed "Restrictions on Use", "Intellectual Property Rights", "Proprietary Rights to Data", and "Data Protection and Privacy", any other terms that by their nature must survive this Agreement, shall remain effective after termination or expiry of the Agreement. All other obligations between the Parties shall end at the time of termination.

17. In the case of a User paying to use the Platform on the basis of Recurring Subscription Periods, if a payment is overdue by more than 30 days, the Provider reserves the right to suspend the User's access to the Platform until payment is made in full.

18. In exchange for use of the Paid Version of the Platform, the User agrees to pay the Provider the sum agreed to at the frequency agreed to and via the manner agreed to separately in writing when or before this Agreement is formed (e.g. on the Provider's website's sign up or subscription page) (i.e. the Fees).

19. The Provider reserves the right to, from time to time, change the Fees due in relation to Recurring Subscription Periods. Any such changes will be communicated to the User in writing, giving a reasonable period of notice. If the User does not terminate the Agreement before the new fees are implemented and the User continues to use the Platform after this date, the User is deemed to have accepted the new Fees.

20. All Fees are exclusive of VAT, unless otherwise specified.

21. If the User has agreed to only access and only accesses the Free Version of the Platform, they are not and will not be required to pay any fees to access the Platform.

22. To use the Platform or to hold a Licence to use the Platform, you represent and warrant that you are a business user (B2B) and an representative of a legal entity capable of entering into a legal contract for the use of the Platform. The Provider may request business information from the user and provide a limited service when a user has not provided information, been approved by the Provider or has correctly been authenticated on the Platform.

23. Except as allowed elsewhere in the Agreement, the User must not:

1. Alter, reproduce, sell, disassemble, edit, rebrand, distribute, lend, hire, or sub-license the Platform or any right of use of the Platform to any other parties;
2. Allow others to use the Platform via the User's exclusive permitted access (e.g. using the User's email address and account);
3. Use the Platform, its components, or its output in any way that may infringe the Intellectual Property Rights or any other proprietary rights of the Provider or of any third party;
4. Remove or alter any markings that indicate ownership of the Platform or of its output, for example, trade mark or copyright symbols;
5. Input any parties' personal data or other private information into the Platform, or use any of the Platform's output that contains such, except in accordance with UK Data Protection Laws and with this Agreement;
6. Attempt to reverse engineer or otherwise access or use the Platform or its components in order to set up or contribute to an endeavour that may compete with the Provider's Platform, whether such an endeavour is commercial or not (e.g. by using aspects of the Platform as part of the development of the User's own software product);
7. Use the Platform to construct any kind of database or to conduct automated or systemic data scraping, data mining, data extraction, or similar data collection activities;
8. Negligently or intentionally input content into the Platform that introduces any virus, worm, cancelbot, trojan horse, or other destructive or contaminating code or programme;
9. Attempt to damage, interfere with, slow, or otherwise alter the Platform, its performance, or its integrity;
10. Rely on the Platform's output as being factually accurate, up-to-date, or complete;
11. Input information into the Platform or use the Platform in a manner that breaches any applicable laws, regulations, or other rules;
12. Input information into the Platform or use the Platform in a manner that is defamatory, unlawful, immoral, tortuous, fraudulent, harmful, or deceptive; or

24. The Provider warrants that the Platform will be provided as a service with reasonable care and skill, as described, and in accordance with these Terms of Use and with any other specifications set out by the Provider and incorporated into the Agreement. If this clause is breached, the User may be entitled to correction of errors or a refund as the Provider considers appropriate.

25. Aside from the warranties in the two clauses above, the Provider does not provide any warranties regarding the quality, suitability for particular uses, or other aspects of the Platform. In particular:

1. The Provider does not warrant that output produced by the Platform is accurate, up-to-date, or complete, and content should not be relied on to provide advice or otherwise treated as factually correct;
2. The Provider does not warrant that the Platform will always be available and is not responsible for any temporary unavailability (e.g. due to platform or network issues).

26. The User warrants that it has the right (via rights or interests in or rights to use) to input into the Platform any data that it inputs into the Platform. Further, the User warrants that any such data is not harmful, corrupted, unlawful, or otherwise in breach of the Agreement.

27. The User warrants that it has a right to use any personal data (as defined by the UK GDPR) that it inputs into the Platform. Further, the User warrants that it has a lawful basis for any use made of this personal data in relation to the Platform and that all processing of this data that it carries out in relation to the Platform is in accordance with the lawful basis for processing and with UK Data Protection Laws generally.

29. The Provider shall indemnify the User against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the User directly or indirectly incurs arising out of or as a consequence of any breach of the Provider's Warranties set out above under the heading "Warranties".

30. The User shall indemnify the Provider against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the Provider directly or indirectly incurs arising out of or as a consequence of any breach of the User's Warranties set out above under the heading "Warranties".

31. The Provider shall indemnify the User against any legal proceedings for infringement of Intellectual Property Rights arising out of the User's use of the Platform, in its at-the-time current and unaltered iteration in accordance with the Agreement, that were not caused wholly or in part by the specific manner in which the User used the Platform (e.g. due to the specific content that the User entered into the Platform). This indemnification is conditional upon the User notifying the Provider of relevant legal proceedings as soon as reasonably possible, the User granting the Provider the sole right to defend the claim(s), and the User offering their reasonable assistance in such.

32. The User shall indemnify the Provider against any reasonably foreseeable direct losses, damages, or reasonable expenses that the Provider incurs in relation to the User's breach of the Agreement, the User's infringement of any third party's rights, or the User's otherwise unlawful use of the Platform.

33. Nothing in this Agreement limits or excludes either Party's liability in any way for:

1. Death or personal injury caused by its negligence; or
2. Fraud or fraudulent misrepresentation; or
3. Any other losses that cannot be limited or excluded by applicable law.

34. Except as set out in the first clause of this section (i.e. the section headed "Limitation of Liability") and in the sections headed "Warranties" and "Indemnities", the Provider shall not have any direct or indirect liability to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement or in connection with the use or lack of use of the Platform, for:

1. Loss of profits, business, sales, revenue, opportunity, savings, or contracts;
2. Loss of use or corruption of software, data, or information, or damage to equipment;
3. Any harm to reputation or goodwill; or
4. Any indirect, special, incidental, or consequential loss.

35. Except as set out in the first clause of this section (i.e. the section headed "Limitation of Liability") and in the sections headed "Warranties" and "Indemnities", the total liability of the Provider for any losses experienced by the User in respect of any one event or series of connected events in relation to the Provider's conduct in relation to this Agreement shall not exceed the lower of the total aggregate of the payments made by the User to the Provider under this Agreement within the last 12 months or £1,000.00.

36. Particularly, except as set out elsewhere in these Terms of Use, note that the Provider is not responsible for issues that occur as a result of the User's use of the Platform that may be due to the Platform's use of AI, including but not limited to:

1. Intellectual Property Right infringements occurring due to the User's use of the Platform or their use of the output created by use of the Platform;
2. Losses or inefficiencies incurred due to the provision of inaccurate, misleading, or non-specific information;
3. Breaches of UK Data Protection Laws occurring due to the User's use of the Platform or their use of the output created by their use of the Platform;
4. Breaches of equality laws or specific data protection laws related to decision making;
5. Breaches of advertising or marketing laws occurring due to the User's use of the Platform or their use of the output created by their use of the Platform;
6. Breaches of defamation laws occurring due to the User's use of the Platform or their use of the output created by their use of the Platform;
7. Breaches of any duty held by the User not to disclose another party's Confidential Information; or
8. Losses incurred due to damage to technical infrastructure.

38. The Provider retains all Intellectual Property Rights it owns in the Platform and in aspects of the Provider's wider business, including but not limited to trade marks, copyrights, moral rights, patents, design rights, and data rights.

39. The User keeps all rights in the data and content it provides to the Platform ("Inputs").

40. The User owns any content the Platform generates for the User ("Outputs"). To the extent the Provider has any rights in Outputs, the Provider assigns those rights to the User to the maximum extent allowed by law.

41. If Outputs include elements owned by the Provider or third parties, those owners keep their pre-existing rights in those elements.

42. The Provider gives no guarantee that the Outputs are unique or free of third-party rights. The User is responsible for how it uses Outputs.

43. Service Licences:

1. User to Provider: The User grants the Provider a limited licence to use Inputs and Outputs only to run and support the service and comply with law.
2. Provider to User: The Provider grants the User a limited licence to use the Platform during the Term, per this Agreement.

44. The User grants the Provider a non-exclusive, worldwide, royalty-free licence to use Inputs and Outputs to operate, maintain, improve, and develop the Platform, including training and tuning models owned by the Provider. This licence does not transfer ownership of Inputs or Outputs and does not limit the User's rights under clause 40. The Provider will use commercially reasonable measures to protect confidentiality and personal data, and will only process personal data in accordance with the Agreement and applicable law. The Provider may de-identify or aggregate Inputs and Outputs for improvement and research purposes. If the User opts-out of model training where required by law or by the Provider's policy, the Provider will honour that opt-out prospectively.

42. The User retains all rights, interests, and titles held in any data that it inputs into the Platform.

43. The User grants the Provider a royalty-free, worldwide, transferable, irrevocable, perpetual licence regarding any data that the User inputs into the Platform, under which the Provider may use the data only when anonymised and aggregated with other users' data and only in order to improve the Platform (e.g. by incorporating the data into the Platform by using it to contribute to training the underlying AI model(s)).

44. For the purposes of these Terms of Use, "Applicable Data Protection Laws" means all laws and regulations relating to the processing of personal data that apply to the Parties' processing under the Agreement, which may include, as applicable, the UK GDPR and Data Protection Act 2018, the EU GDPR, and any other local laws that apply by virtue of the location of data subjects or processing activities.

45. Both the User and the Provider will comply with Applicable Data Protection Laws in relation to the Platform and its development and use. The Provider will process personal data only as permitted under the Agreement, including these Terms of Use, any data processing terms incorporated into the Agreement, and the User's documented instructions, and will not disclose personal data to third parties except as authorised or required by law. The Provider's Website Privacy Policy explains how the Provider uses personal data in its capacity as an independent controller for website visitors and account administration data: www.furnitureconnect.com/privacy.

46. Roles and scope of processing are as follows:

1. For personal data that the User inputs into the Platform or otherwise makes available to the Provider for the purpose of using the Platform (Customer Content), the User is the controller (or, where the User acts as a processor on behalf of its own customer, the User warrants that it has all necessary authority to instruct the Provider), and the Provider acts as processor.
2. For personal data that the Provider processes to operate user accounts, billing, security, service monitoring, and compliance, the Provider acts as an independent controller.

47. The User is responsible for and maintains control over Customer Content and for establishing a lawful basis and providing all notices and consents required for processing under Applicable Data Protection Laws. The User shall not input special categories of personal data or other sensitive data unless the User has established a lawful basis and has implemented appropriate safeguards.

48. The Provider will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. The Provider will notify the User without undue delay after becoming aware of a personal data breach affecting Customer Content that is likely to result in a risk to the rights and freedoms of natural persons, and will provide reasonable information and cooperation to enable the User to meet its breach notification obligations.

49. The Provider may engage third-party sub-processors to support the provision of the Platform. The Provider will impose data protection obligations on sub-processors that are no less protective than those in these Terms of Use and will remain responsible for the sub-processors' performance. The Provider will make available a list of material sub-processors and may update that list from time to time.

50. International transfers may occur. Where the Provider transfers personal data to a country outside the UK or the EEA that does not ensure an adequate level of protection, the Provider will ensure that an appropriate transfer mechanism is in place for the relevant transfer in accordance with Applicable Data Protection Laws (for example, the International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or other recognised transfer tools).

51. The User grants the Provider a limited right to use Customer Content strictly to provide and support the Platform and to perform the Agreement. The Provider may use data derived from the User's use of the Platform (including technical logs and analytics) in an anonymised and aggregated manner to maintain, secure, and improve the Platform. The Provider will not use Customer Content in identifiable form to train any general-purpose AI model or to develop features for third parties without the User's prior written instructions.

52. If Applicable Data Protection Laws in a particular jurisdiction require additional terms for lawful processing or transfers, the Parties agree that jurisdiction-specific data protection terms notified by the Provider and accepted by the User (a "Local Privacy Addendum") will apply to processing within scope of that jurisdiction. If there is any inconsistency between a Local Privacy Addendum and these Terms of Use, the Local Privacy Addendum will prevail to the extent required to comply with Applicable Data Protection Laws.

53. The Provider will, taking into account the nature of processing and the information available to the Provider, provide reasonable assistance to the User to respond to requests by data subjects and to meet the User's obligations under Applicable Data Protection Laws, including data protection impact assessments and consultations with supervisory authorities, in each case to the extent such obligations relate to the Provider's processing of Customer Content. Upon termination or expiry of the Agreement, the Provider will delete or return Customer Content in accordance with the Agreement, unless retention is required by law.

54. If personal data that the User inputs is included in output of the Platform, the User is responsible for ensuring that any subsequent use of such output complies with Applicable Data Protection Laws. If the User inputs personal data without a lawful basis or in breach of these Terms of Use, the User will be responsible for any resulting infringement of data protection rights.

55. The Provider reserves the right to make updates or changes to the Platform as necessary to maintain, fix, or improve the Platform.

56. The User is responsible for ensuring that they have adequate hardware and software to run the Platform as intended.

57. Descriptions of the Platform are available on the Provider's website. Make sure that you read these before agreeing to the Terms of Use.

58. The Platform has the following functionality:

1. Furniture Connect provides a marketplace for buying and selling products which is free to access for qualified businesses. Additionally Furniture Connect may provide tools which help with product management, channel management and logistics including the use of AI image generations.

59. AI Image Studio Prohibited Uses: When using the AI Image Studio or any AI image generation features of the Platform, the User must not generate, attempt to generate, or use generated images for the following purposes:

1. Pornographic, sexually explicit, or adult content of any kind;
2. Content that infringes upon any third party's Intellectual Property Rights, including but not limited to copyrighted material, trade marks, or proprietary designs;
3. Content depicting real individuals without their explicit consent;
4. Content that is illegal, promotes illegal activities, or violates any applicable laws or regulations;
5. Content that is hateful, discriminatory, defamatory, harassing, or threatening towards any individual or group;
6. Content that depicts violence, gore, or harm to humans or animals;
7. Content intended to deceive, defraud, or mislead others, including the creation of deepfakes or misleading representations; or
8. Any other content that the Provider, in its sole discretion, deems inappropriate or harmful.

60. Violation of the AI Image Studio Prohibited Uses may result in immediate termination of the User's access to the Platform without refund, and the Provider reserves the right to report any illegal content or activities to the appropriate authorities.

61. Any complaints regarding the Platform or the Provider's provision of it will be dealt with by the Provider as follows:

1. If a User is unsatisfied, they should email support@furnitureconnect.com with details of the issue; we will acknowledge within 3 Working Days, investigate, and aim to provide a resolution or next steps within 10 Working Days; if unresolved, we may offer correction, replacement, or a pro-rata refund where applicable.

60. The Provider does not provide any after-sales services.

61. The Provider can be contacted via email at legal@furnitureconnect.com.

62. Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement (e.g. provision of payment or of Platform) where such failure or delay results from any cause that is beyond the reasonable control of that Party.

63. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law, or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or any other event that is beyond the control of the Party in question.

64. The Party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the circumstance upon the performance of its obligations.

65. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party affected by the force majeure event.

66. If the delay continues for a period of 30 days, either Party may terminate the Agreement. Other termination methods, as set out above in the sections headed "Term and Termination of Use of the Paid Version of the Platform" and "Term and Termination of Use of the Free Version of the Platform" may, if applicable, be used to end the Agreement before such a 30-day period has elapsed.

67. If the User as a Business Customer is placing an order on behalf of a business, the User confirms that they have the necessary authority to place the relevant order for and on behalf of that business.

68. The Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

69. Except as allowed above, neither Party may assign, transfer, sub-licence, or sub-contract to any third party the benefit and/or burden of the Agreement or of any of the rights under this Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

70. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties, except that:

1. Changes may be made by the Provider in accordance with other terms of these Terms of Use; and
2. Changes may be made by the Provider to these Terms of Use. The version of the Terms of Use that applies to a specific Agreement are those that are current on the Effective Date. Notification of any changes to the Terms of Use will be made in writing either in a manner that brings notice to the User's attention before they next use the Platform (e.g. via a pop-up on a login screen) or via direct communication with the User (e.g. by email). If changes are made to the Terms of Use, the User's use of the Platform after the changes are communicated and implemented is deemed to constitute their acceptance of the new Terms. If the User does not wish to accept the new Terms of Use, they can terminate the Agreement in accordance with the provisions above in the sections headed "Term and Termination of Use of the Paid Version of the Platform" and "Term and Termination of Use of the Free Version of the Platform".

71. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.

72. Unless otherwise agreed, no delay, act, or omission by a Party in exercising any right or remedy available in relation to this Agreement will be deemed a waiver of that, or any other, right or remedy.

73. If any court or competent authority finds that any provision or part of the Agreement is invalid, illegal, or unenforceable, that provision or part will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

74. Nothing in the Agreement will establish any employment relationship, partnership, or joint venture between the Parties, or mean that one Party becomes the agent of the other Party, nor does the Agreement authorise any Party to enter into any commitments for or on behalf of the other Party.

75. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by email to the email address provided in these Terms of Use (for notices sent to the Provider) or to the email provided by the User when the User registers their account used to access the Platform (for notices sent to the User).

76. This Agreement will be governed by and interpreted according to the laws of England and Wales.

77. For Business Customers, all disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.