Terms and Conditions

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services provide replenishment suggestions, demand forecasts, purchase order recommendations, and inventory analytics as decision-support tools only. You acknowledge that all purchasing, ordering, and inventory decisions remain your sole responsibility. We do not guarantee the accuracy of any forecast, calculation, or recommendation generated by the Services.

2. Intellectual Property Rights

Our Intellectual Property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws and treaties in the United Kingdom and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your Use of Our Services

Subject to your compliance with these Legal Terms, including the "Prohibited Activities" section below, we grant you a non-exclusive, non-transferable, revocable licence to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access,

solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: legal@replenagise.ai.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your Submissions

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload. By sending us Submissions through any part of the Services you:

• confirm that you have read and agree with our "Prohibited Activities" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, abusive, discriminatory, threatening, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
• warrant that any such Submissions are original to you or that you have the necessary rights and licences to submit such Submissions and that you have full authority to grant us the above-mentioned rights; and
• warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of this section, any third party's intellectual property rights, or applicable law.

3. User Representations

By using the Services, you represent and warrant that:

• all registration information you submit will be true, accurate, current, and complete;
• you will maintain the accuracy of such information and promptly update such registration information as necessary;
• you have the legal capacity and you agree to comply with these Legal Terms;
• you are not a minor in the jurisdiction in which you reside;
• you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise, except via the intended Linnworks API integration;
• you will not use the Services for any illegal or unauthorised purpose; and
• your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. User Registration

You may be required to register to use the Services. You may register using email and password or via Google Single Sign-On (SSO).

You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

You are responsible for:

• maintaining the confidentiality of your account credentials;
• all activities that occur under your account, whether by you or your authorised users (team members you invite);
• ensuring that all authorised users comply with these Legal Terms; and
• notifying us immediately at support@replenagise.ai if you become aware of any unauthorised access to your account.

We reserve the right to suspend or terminate any account that we reasonably believe has been compromised, is being used in breach of these Legal Terms, or contains false registration information.

5. Linnworks Integration

The Services integrate with the Linnworks platform via the Linnworks API. By connecting your Linnworks account, you authorise us to access, retrieve, and process your Linnworks data (inventory levels, sales history, stock quantities, channel performance metrics, supplier details, warehouse and location data, and purchase order information) solely for the purpose of providing the Services.

You represent and warrant that:

• you have the authority to connect your Linnworks account and grant us access to your Linnworks data;
• your use of the integration complies with Linnworks' own terms of service; and
• you will not use the Services to access or process data that you are not authorised to use.

We are not responsible for the availability, accuracy, or completeness of data provided by the Linnworks API. If the Linnworks API is unavailable or returns errors, certain features of the Services may be temporarily affected.

You may disconnect your Linnworks account at any time through your account settings. Upon disconnection, we will cease accessing your Linnworks data and delete it within 30 days in accordance with our Privacy Policy.

6. Purchases and Payment

We accept payment via Stripe, including Visa, Mastercard, and other methods supported by Stripe.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. VAT will be added to the price of purchases as required by UK law. We may change prices at any time. All payments shall be in GBP unless otherwise stated.

You agree to pay all charges at the prices then in effect for your purchases, and you authorise us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order.

7. Subscriptions

Billing and Renewal

Your subscription will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is determined by the subscription plan you select (monthly or annual).

Following any initial term, the subscription shall automatically renew for successive periods of the same length unless either party provides written notice of non-renewal to support@replenagise.ai at least 30 days prior to the end of the then-current term.

Cancellation

You can cancel your subscription at any time through your account settings or by contacting us at support@replenagise.ai. Your cancellation will take effect at the end of the current paid term. Subscription fees are non-refundable except where required by applicable law. If you cancel mid-term, you will retain access until the end of the current billing period but will not receive a pro-rata refund.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you with at least 30 days' notice. Fee changes will take effect at the start of your next subscription term.

8. Prohibited Activities

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorised framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming, that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools, except via the intended Linnworks API integration.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' software, including but not limited to HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
• Use the Services to build a competing product or service.
• Sell or otherwise transfer your profile or account.

9. Services Management

We reserve the right, but not the obligation, to:

• monitor the Services for violations of these Legal Terms;
• take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities;
• in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of your contributions or any portion thereof;
• in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
• otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

10. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy at /privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

We process personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where we process personal data on your behalf (for example, Linnworks data that contains personal data), we act as a data processor and you act as the data controller. In such cases:

• we will process personal data only on your documented instructions;
• we will implement appropriate technical and organisational security measures;
• we will assist you in responding to data subject requests;
• we will notify you without undue delay upon becoming aware of a personal data breach; and
• we will delete or return personal data upon termination of the Services, unless retention is required by law.

For full details on how we handle personal data, please refer to our Privacy Policy.

11. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

THE SERVICES PROVIDE REPLENISHMENT SUGGESTIONS, DEMAND FORECASTS, PURCHASE ORDER RECOMMENDATIONS, AND INVENTORY ANALYTICS AS DECISION-SUPPORT TOOLS ONLY. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OF ANY FORECAST, CALCULATION, OR RECOMMENDATION GENERATED BY THE SERVICES.

12. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

Nothing in these Legal Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability that cannot be excluded or limited under the laws of England and Wales.

13. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of:

• use of the Services;
• breach of these Legal Terms;
• any breach of your representations and warranties set forth in these Legal Terms;
• your violation of the rights of a third party, including but not limited to intellectual property rights;
• any overt harmful act toward any other user of the Services with whom you connected via the Services; or
• your Customer Data, including any claim that it infringes the rights of a third party.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

14. User Data

You retain all rights, title, and interest in your data. We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services.

Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

You are responsible for:

• the accuracy, quality, and legality of your data;
• ensuring you have all necessary rights and permissions to use and share your data with us; and
• maintaining your own backups of your data.

Upon termination of your account, we will delete your data within 30 days, unless we are required to retain it for legal or regulatory purposes.

15. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

You may cancel your subscription at any time through your account settings or by contacting us at support@replenagise.ai. Upon termination:

• your right to access and use the Services ceases immediately at the end of the current paid term;
• we will delete your data within 30 days, unless legal retention is required;
• any provisions of these Legal Terms that by their nature should survive termination will continue in force, including Sections 2 (Intellectual Property), 11 (Disclaimer), 12 (Limitations of Liability), 13 (Indemnification), and 17 (Governing Law).

16. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.

Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Support is available via email at support@replenagise.ai and through the in-platform support ticket system. We will use reasonable efforts to respond to support requests in a timely manner, but we do not guarantee specific response times unless agreed in a separate service level agreement.

17. Governing Law

These Legal Terms are governed by and interpreted following the laws of England and Wales. Replenagise LTD and yourself both agree to submit to the exclusive jurisdiction of the courts of England and Wales.

18. Dispute Resolution

Before commencing any formal proceedings, both parties agree to attempt to resolve any dispute arising out of or in connection with these Legal Terms through good faith negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may proceed to court.

Any dispute arising out of or in connection with these Legal Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

The parties agree that the following disputes are not subject to the above provisions concerning negotiation: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief.

19. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

20. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. Publicity

You grant Replenagise LTD a non-exclusive, worldwide, royalty-free, sublicensable licence to use your name, trademarks, and logos ("Marks") to identify you as a customer of Replenagise on websites, product UI, presentations, proposals, and marketing materials, including case studies and customer lists. We will use the Marks in accordance with your reasonable brand guidelines provided to us and will not alter the Marks. No endorsement is implied. We will not disclose any of your confidential information.

You may opt out or revoke this permission at any time by emailing legal@replenagise.ai; upon written notice we will cease new uses within 10 business days and remove reasonable web references within 30 days. This clause survives termination for 12 months solely to reference the historical fact that you used the Service.

22. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision.

These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. You may not assign or transfer your rights or obligations under these Legal Terms without our prior written consent.

We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control, including natural disasters, pandemics, government actions, internet outages, or third-party service failures.

If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions.

These Legal Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them.

All notices under these Legal Terms should be sent by email. Notices to us should be sent to legal@replenagise.ai. Notices to you will be sent to the email address associated with your account.

23. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Replenagise LTD Company Number: 17123348 Registered in England and Wales

Email: legal@replenagise.ai

Support: support@replenagise.ai