1. Introduction

1.1 NQC provides online services relating to assessing a Supplier's capability and compliance across a range of subject areas e.g. business operations, sustainability, cyber etc. and collecting other relevant data from the Supplier such as supply chain relationships, products and locations of operations.

1.2 The Platform needs the User to open an account to access the Service, including SAQ(s) and other related services. The User must complete the registration process on behalf of the Supplier or Buyer by providing NQC with current, true, complete and accurate information, as prompted by the online registration process.

2. Access

2.1 NQC grants to the Supplier access to the Platform (via the Supplier's Users) for the purpose of providing organisational information about the Supplier which will be uploaded stored and retrieved from the Platform by the Buyer (subject to appropriate sharing by the Supplier), subject to these Terms of Use.

2.2 The level of access the Buyer has (and its Users) to the Platform and the Supplier information contained in it may be varied from time to time by NQC in accordance with arrangements entered into between them and that Buyer or a Facilitator (where appropriate) .

2.3 The information entered on the Platform by the Supplier and it's Users will be made available to Buyers registered on the Platform through the use of the Platform Sharing Functions. NQC makes no guarantee to the Supplier that their details will be accessed by the Buyer or that any work will be obtained through the use of this Platform.

2.4 NQC reserve the right (in consultation with a Facilitator, where required) to suspend or remove a Supplier's Users access to the Platform (and/or to block or remove access to some or all of the Supplier's details contained in it) without notice.

2.5 NQC reserve the right to suspend, change, vary, limit or remove a Buyer's (and its Users') access to the Platform if any of the following events occur:

2.5.1 that member or its Users commit a material breach of any of its obligations under these Terms of Use and that fails to remedy following art 2.5.2; and

2.5.2 that fails to remedy, or persists in, any breach of any of its obligations under these Terms of Use after having been notified in writing to remedy or desist such breach within a period of ten (10) Working Days

2.5.3 that Buyer fails to pay within 10 days after having received a formal reminder to pay, any fee due in respect of its access to licensed SAQs or Third Part Datasets within the Platform

2.6 NQC reserve the right to suspend access to the Platform to the Supplier or to any or all Buyers at any time because of an event of a Force Majeure which leave no other option than to temporarily suspend the access to the Platform. NQC will inform the Suppliers and Buyers of the reason of the suspension of the access to the Platform at the latest within 12 working hours after the start of the suspension. NQC will also indicate the estimated time of the suspension.

3. Registration

3.1 To be granted access to the Platform, the Supplier and each Buyer must register each person which they wish to be a User by providing the required registration data.

3.2 Login and password are strictly personal to the User and non-transferable. The Supplier and each Buyer shall each ensure that its Users do not divulge or disclose their password to third parties. In the event that the Supplier or the Buyer or any of their Users become aware that a password may have been divulged, disclosed or discovered by any third party, they shall immediately notify NQC.

3.3 The Supplier and the Buyer shall each designate one individual User from their organisation to manage access to the Platform by other Users (User Manager).

3.4 The Supplier and the Buyer must immediately inform NQC in the event that a User leaves its employment or no longer requires access to the Platform. NQC retains the right to deactivate a User login and password if there has been no access for a period of ninety (90) days.

4. Supplier's obligations

4.1 The Supplier shall ensure that it and all its Users comply with these Terms of Use (as updated from time to time at https://supplierassurance.com and any additional terms notified via the Platform. In the event that there is any conflict between these Terms of Use and any such additional terms, then the provisions of such additional terms shall take precedence over these Terms of Use.

4.2 The Supplier shall use all reasonable care and skill in performing its obligations under these Terms of Use.

4.3 The Supplier and Buyer shall provide its Users with the equipment and software needed to access and use the Platform.

4.4 The Supplier and Buyer shall use best endeavours to protect the Platform from viruses when being accessed and used by its Users.

4.5 The Supplier shall use the Platform for lawful and proper purposes only and shall, in any event, comply with all relevant laws, regulations and codes of practice within the UK or other jurisdiction from which its Users access the Platform.

4.6 In particular, the Supplier agrees that it (and will procure that its Users) will not:

4.6.1 manipulate any information supplied on the Platform in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;

4.6.2 post, transmit or disseminate any information on or via the Platform which is or may be harmful, obscene, defamatory or otherwise illegal;

4.6.3 use the Platform in a manner which causes or may cause an infringement of the rights of any other, and

4.6.4 use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Platform, including uploading or making available files containing corrupt data or viruses via whatever means.

4.7 The Supplier agrees that its Users shall act as authorised agents for and on behalf of the Supplier in submitting and updating organisation information on the Platform.

4.8 The Supplier shall be responsible for any unauthorised, false or fraudulent information that is submitted using one of its Users login and password.

4.9 The Supplier represents and warrants that the information it provides under this Terms of Use will be as accurate and complete as possible and shall accurately represent the Supplier's capabilities. Where estimated or approximate data is provided by the Supplier as part of an SAQ within the Platform, the Supplier shall have the opportunity to explain the nature of the data provided as part of the data collection process.

5. Buyer obligations

5.1 Each Buyer shall procure that all its own and internal Users comply with these Terms of Use and that they each observe all the obligations concerning use of the Platform and information contained or derived from it set out in these Terms of Use.

5.2 Each Buyer who obtains information about the Supplier from the Platform will keep all such information confidential, use such information only for the purposes envisaged by these Terms of Use (and any wider purpose agreed between NQC, the Buyer and a Facilitator), will not pass any such information to third parties except where such disclosure is required by law, and will destroy any copies (including electronic and hard copies) of the same as soon as the terms of its Licence do not extend to access to and use of the same.

5.3 Each Buyer agrees not to adapt, alter or create a derivative work from any of the material contained in the Platform or use it for any other purpose other than supply chain engagement and management purposes.

5.4 Except as permitted above, each Buyer undertakes not to copy, store in any medium (including in any other website), distribute, transmit, re-transmit, broadcast, modify, or show in public any part of the Platform without the prior written permission of the Buyer or in accordance with the Copyright, Designs and Patents Act 1988.

5.5 Each Buyer undertakes to ensure that the Supplier is informed when the information the Supplier has provided on the Platform is to be used for purchase pre-qualification purposes, and to provide the opportunity for the Supplier to confirm and or update their information; and to ensure that the most up to date information from the Supplier is used.

6. Use of information provided

6.1 By registering with the Platform, the Supplier acknowledges that information is required about their organisation, to complete an SAQ(s).

6.2 Completed SAQ(s) and other information entered on or generated by the Platform will be stored by NQC in a format accessible to the Buyer (subject to the Supplier agreeing to share the information). Draft answers to the SAQ(s) can be stored on the Platform indefinitely by the Supplier, but are not accessible to Buyers.

6.3 The Supplier acknowledges that shared information may be disclosed by NQC to the Buyer(s); the Supplier confirms their consent for the Buyer(s) to have access to such information.

6.4 NQC reserves the right to validate any of the information entered on the Platform, at any time. The Supplier undertakes to support NQC in this, at all times.

6.5 NQC reserves the right to share anonymised aggregate SAQ data with Facilitators for the purposes of improving the content of the SAQs on the Platform and for wider trend analysis on SAQ responses over time.

7. Intellectual property rights

7.1 All Intellectual Property Rights in the Platform are owned by, or are under licence to NQC. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

7.2 The Supplier and its Supplier Users shall have no Intellectual Property Rights in the Platform, nor shall it have any rights to copy, adapt, modify or interfere with the Platform.

7.3 The Platform may include the Buyer's and/or NQC's logos and/or trade marks. The Supplier acknowledges that it may not copy or make other use of such logos and/or trade marks without prior consent.

7.4 The Supplier or Buyer must not use any part of the materials on the Platform for commercial purposes without obtaining a licence to do so from NQC (or its licensors).

7.5 The Supplier or Buyer shall fully indemnify NQC and any affected third parties in the event of their breach of this clause 7.

8. Data protection

8.1 In its use and access of the Platform, the Supplier, the Buyer and their Users shall comply with Data Protection Legislation and they shall not do or cause or permit to be done anything which may cause or otherwise result in a breach by NQC of the same.

8.2 Each User agrees, acknowledges and warrants that NQC may hold and process such personal data for all matters and purposes legitimately connected to NQC's business in accordance with these Terms and NQC's Privacy Policy and in particular to the passing of information to Buyers and that a legal basis pursuant to article 6 GDPR is present for the processing.

8.2.1. Personal data of individuals entered to the Platform by the User shall be stored for an indefinite period of time. Upon request of the individual and/or the User the personal data of the individual and/or User shall be deleted or updated by NQC within a time period specified in such request of the User and agreed by NQC. 

8.3 Where NQC may be obliged to respond to a request for information or an apparent request for information under the Code of Practice on Access to Government Information, the Freedom of Information Act 2000, the Environmental Information Regulations 2004, or similar regulations, NQC shall be permitted to offer such assistance to and disclose such information to the relevant authorities as they advise NQC as is required from time to time.

8.4 All information provided by a User will be processed according to the Platform's Privacy Policy, except where it conflicts with the specific provisions of these Terms of Use.

8.5 In the event that the warranties set out in clause 8.2 (except for clause 8.2.1) and clause 18 (18.1-18.3) of this Terms are breached, the Supplier and Buyer agrees to indemnify and hold NQC and any person processing data on their behalf harmless against any claims costs or losses (of whatsoever nature), limited to the amount mentioned in article 10.4, which would not have been incurred had such legal basis been validly obtained and been in force.

9. Confidentiality

9.1 NQC will use all reasonable endeavours to keep all information of a confidential nature disclosed by the User about the Supplier or the Buyer in strict confidence. NQC will restrict disclosure of such confidential information to such of its employees, subcontractors, agents or Buyers as need to know the same for the purposes of discharging NQC's contractual or other legal obligations. NQC will use all reasonable endeavours to ensure that such employees, subcontractors, agents or Buyers are subject to obligations of confidentiality, corresponding to those which bind NQC.

9.2 All information provided by the User will be processed according to NQC's Privacy Policy, except where it conflicts with the specific provisions of these Terms.

9.3 Notwithstanding the above, nothing in these Terms will prevent the transfer of any part, or all, of the information provided by, or in respect of, a User in the event of a genuine sale or reconstruction of NQC, provided that the receiving party agrees to take on similar obligations of confidentiality towards the User and to comply with all relevant data protection principles. And provided that the Facilitator and/or the Buyers agree with such a transfer.

10. Limitation of liability

10.1 Nothing in these Terms of Use shall be construed so as to exclude or limit liability for death or personal injury or for fraud or fraudulent misrepresentation or for any other liability which it would not be not lawful to so exclude or limit.

10.2 In no event shall NQC be liable to any Supplier or Buyer or User for any loss or damages incurred by that person arising from the use of the Platform caused by:

10.2.1 An event of Force Majeure that affects the availability and/or performance of the Platform;

10.2.2 Incorrect use by Users of the Platform;

10.2.3 Connectivity failures in respect of the equipment used by the Users;

10.2.4 Breakdown of the Platform for a period of time not exceeding 30 Working Days because of an event of Force Majeure .

10.2.5 Breach of these Terms of Use other than by NQC

10.3 In no event shall NQC be liable to any Supplier, Buyer or User for any indirect or consequential loss (including without limitation reputational, contingent and/or speculative losses of any kind).

10.4 In no event shall NQC be liable to any Supplier, Buyer or User for any sum (in aggregate) greater than the greatest sum paid by such person to NQC under the provisions of these Terms of Use in any 12 month period of use of the Platform (and in the event such sum is zero or otherwise less than 100 GBP then the maximum liability shall be 100 GBP) or where a Facilitator agreement is in place, the values set out in that agreement.

10.5 The Supplier and Buyer acknowledge and accept that:

10.5.1 NQC reserve the right to interrupt and/or suspend the availability of the Platform and/or revoke access at any time for technical reasons which leave no other option than to temporarily suspend the access to the Platform or for legal reasons based on a final judgement or a warrant of a Prosecutor;

10.5.2 NQC do not accept any liability for any information or links on the Platform that may refer Users to external sources.

10.6 The Supplier and Buyer each agree to indemnify NQC in full against all claims, demands, actions or proceedings (including legal and other professional advisers fees) made by any third party arising out of or in relation to breach of its obligations under these Terms of Use; in no event shall the Supplier and Buyer be liable for any sum (in aggregate) greater than the greatest sum paid them to NQC under the provisions of these Terms of Use in any 12 month period of use of the Platform (and in the event such sum is zero or otherwise less than 100 GBP then the maximum liability shall be 100 GBP).

10.7 NQC does not warrant that the functions contained in the material held in the Platform will be uninterrupted or error free; NQC however warrants, upon notification by a User, Supplier, Buyer or Facilitator, that they will undertake action to repair, correct and/or solve every defect implying that the Platform is unavailable, or implying a lower functionality of the Platform.

11. Rights of third parties

11.1 These Terms of Use shall not create any rights that shall be enforceable by anyone other than the Facilitator, the Buyer and the Supplier, except that terms 2, 4, 5, 8, 10, and 13.1 may be enforced directly by NQC.

12. Amendments to this agreement

12.1 The Supplier and Buyer acknowledge that the NQC reserves the right to vary or amend this Agreement by publication of an updated version of these Terms of Use or notification or message on the Platform or through an email or letter to the User, using the email address or postal address provided on their account.

12.2 The amendments shall be deemed to have been accepted unless NQC receives, within 7 days of the date of the publication or notice under Clause 12.1, a written communication from the relevant other party expressing refusal of the amendments and its intention to cease further use of the Platform within the following 30 days.

12.3 In any case, the other party's continued or recommenced use of the Platform after such a 30 day period shall represent its unconditional acceptance of the amendments in its entirety (notwithstanding any expressed refusal of the amendments and intention to withdraw).

13. Acceptable use policy

13.1 The Supplier and the Buyer agree to comply with the Platform's Acceptable Use Policy at all times and to indemnify NQC and any affected third parties, after having all demonstrated its prejudice, in the event of their breach of the same.

14. General

14.1 The waiver by either party of any breach of these Terms of Use shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

14.2 If at any time any part of these Terms of Use is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms of Use and the validity and/or enforceability of the remaining provisions of these Terms of Use shall not in any way be affected or impaired as a result of that omission.

15. Law and jurisdiction

15.1 These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the Courts of England and Wales to which the parties irrevocably submit, save where a specific Buyer or a Facilitator agreement is in place, and then the laws defined within this agreement shall prevail.

16. Interpretations

16.1 The headings to clauses are inserted for convenience only and shall not affect the interpretation or construction of these Terms of Use.

16.2 Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.

16.3 The words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.

16.4 References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).

16.5 All references in these Terms of Use to Clauses are to the clauses to these Terms of Use and references to Sections are to sections of these Terms of Use unless otherwise stated.

17. Definitions

'Buyer' means a third party authorised by the Supplier to view and use the SAQ(s) shared with them and any other Third Party Data Set.

'Confidential Information' means secret, confidential, commercial, financial, marketing, technical or other information, knowhow, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the date of these Terms of Use, together with any reproductions of such information in any form or medium or any parties of this information.

'Confidential' means that the information, either in its entirety or in the precise configuration or assembly of its components, is not publicly available.

'Data Protection Legislation' means:

i) all applicable Law about the processing of personal data and privacy; and

ii) The Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 including if applicable legally binding guidance and codes of practice issued by the Information Commissioner; and

iii) to the extent that it relates to processing of personal data and privacy, any Laws that come into force which amend, supersede or replace existing Laws including the General Data Protection Regulation, the (LED Law Enforcement Directive (Directive (EU) 2016/680) and any applicable national implementing Laws as amended from time to time including the DPA 2018.

'Facilitator' means an organisation that is acting on behalf of a number of Buyers who contracts with NQC to deliver services via the Platform.

'Fees' means the sums payable (where required).

'Force Majeure' means any cause affecting the performance by NQC of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents or employees or the failure of either NQC to perform its obligations under these Terms of Use.

'Intellectual Property' means any patent, copyright, database right, moral right, design right (whether registered or unregistered), trade mark, service mark, domain name, know-how, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right.

'Licence' provides a Buyer or the Supplier with the ability to view SAQs or Third Party Datasets within the Platform. Some SAQs or Datasets have fees associated with them.

'NQC' means NQC Holdings Limited (NQC), incorporated and registered in England and Wales, with company number 09389726 and registered office at 1 George Leigh Street, Manchester, M4 5DL, United Kingdom and any of it's subsidiaries, such as NQC Limited (company number 04854362) or NQC I Limited (company number 09395308) registered at the same address.

'Platform' means the NQC website from time to time, currently resolved at: https://supplierassurance.com

'Relationship' is formed between Buyer and Supplier when the Sharing Functions are used to enable the Buyer to view a Supplier's data.

'SAQ' means Self Assessment Questionnaire and can be completed by the Supplier and shared with the Buyer when an accepted Relationship and a valid Licence is in place.

'Sharing Functions' means the technical features on the Platform that enables Suppliers to decide which information they want to share with a Buyer to enable the Buyer to view a Supplier's completed SAQs. The Buyer must have a valid Licence to view the associated Supplier SAQ.

'Supplier' means an organisation that has indicated its acceptance to be bound by these Terms of Use and has been requested by a Buyer to complete an SAQ .

'Terms' means these Terms of Use read in conjunction with the Privacy Policy and the Acceptable Use Policy, in each case as amended or updated from time to time.

'Third Party Dataset' means data imported into the Platform from external sources which can be accessed by the Buyer with the provision of a valid Licence.

'User' means an individual that has registered and been provided with access to the Platform either by the Supplier or by the Buyer (as appropriate) and who has actual or apparent authority to register company details on behalf of the organisation, submit information and manage the Platform account and generally to bind the Supplier or Buyer to these Terms.

'Validation' means, upon the User completing an SAQ, a team of subject matter experts will review the SAQ to ensure it meets the relevant validation guidelines, as agreed with the Buyer. NQC is not responsible for the veracity of the documents uploaded by the User.