ZEUS Supplier Portal Terms

These Supplier Portal Terms (these "Supplier Terms") are a binding agreement between Zeus and the business that accepts them or on whose behalf they are accepted (the "Supplier", "you"). They govern the Zeus supplier portal, the publication of offers to Zeus businesses, public offer pages and share images, stock analysis, and order requests (together, the "Supplier Services"). The person accepting them confirms they have authority to bind the Supplier.

PLEASE READ THESE SUPPLIER TERMS CAREFULLY. SECTION 14 INCORPORATES THE DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNITY, CLAIM DEADLINE AND DISPUTE-RESOLUTION PROVISIONS (INCLUDING THE ARBITRATION AGREEMENT, CLASS ACTION WAIVER AND JURY-TRIAL WAIVER) OF THE ZEUS GLOBAL TERMS OF SERVICE.

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1. Definitions

Capitalized terms not defined here have the meanings in the Zeus Global Terms of Service (the "Global Terms"). In addition:

• "Supplier User" means an individual the Supplier invites to the supplier portal.
• "Offer" means an offer the Supplier submits or publishes through the Supplier Services, including its products, prices, regular prices, discounts, availability statements, terms, branches and images.
• "Zeus Business" means a business that uses the Zeus Services as a Customer under the Global Terms.
• "Order Request" means an inquiry about an Offer that a Zeus Business sends to the Supplier through the Supplier Services.
• "Supplier Content" means everything the Supplier or its Supplier Users submit, including organization and branch details, Offers, images and stock reports.
• "Contractor Information" means any information about a Zeus Business or its personnel that the Supplier receives through the Supplier Services, including the contents of Order Requests and any named contact activity.

2. Access; Invitation; Eligibility

2.1 Invitation only. The supplier portal is available by invitation from Zeus. Zeus may decline, delay or withdraw an invitation, or approval to publish, at its sole discretion.

2.2 Business use; accurate details. The Supplier must be a business lawfully trading in the country of each branch it lists, and must give and keep accurate organization, branch and contact details. Changes to branch details are proposals that Zeus may review before they appear, because branch details are shown to Zeus Businesses.

2.3 Supplier Users. The Supplier is responsible for every Supplier User it invites, for the roles it assigns, for removing access when a person leaves, and for all activity under its Supplier Users' credentials. Each Supplier User must keep their credentials confidential. Zeus offers two-step verification and recommends it; certain actions require the Supplier User to confirm their password again.

3. Offers

3.1 The Supplier's own statements. Every Offer is the Supplier's own statement and the Supplier is solely responsible for it. The Supplier represents and warrants, for each Offer, for as long as it is published, that:

(a) the product, specification, pack size, price, unit, tax statement and terms are accurate and not misleading;

(b) any regular price or discount is genuine and is stated in compliance with the laws that apply to price comparisons and sale claims in each place the Offer is shown;

(c) any availability or stock statement is true on the date given, and the Supplier will update or withdraw it when it stops being true;

(d) the Supplier will honour the Offer, as published, for the period stated, subject only to its own published terms and to stock genuinely running out; and

(e) the Offer complies with all applicable laws, including consumer-protection, advertising, competition, product-safety, labelling, pricing and tax laws, and the Acceptable Use Policy.

3.2 Review and moderation. Zeus reviews Offers before Zeus Businesses see them. Review is for Zeus's own purposes; it is not verification, and approval is not an endorsement or a statement that an Offer is accurate or lawful. Zeus may, at its sole discretion and at any time, reject, pause, remove or limit any Offer, require changes, or pause the Supplier's organization, which pauses all its Offers and public pages and ends its Supplier Users' sessions. Zeus tells the Supplier in the portal when it takes one of these actions and why, but need not give notice in advance.

3.3 Corrections by Zeus. Zeus may correct an Offer. A correction that does not change what a Zeus Business receives or pays (for example, spelling, wording, category or image order) may take effect straight away. A correction to anything else — including price, specification, quantity, availability, dates, branches, terms or images added — does not take effect until the Supplier confirms it in the portal, or Zeus records the Supplier's confirmation given by phone or email. Zeus may still pause or remove an Offer that could mislead Zeus Businesses while a correction is pending.

3.4 Eligibility and display. Zeus decides which Zeus Businesses see an Offer, using the countries, trades, branches and radius involved and each Zeus Business's own settings, and in what order eligible Offers appear. Zeus does not guarantee that any Offer will be shown to any number of Zeus Businesses or at all.

3.5 No fees today. Zeus charges the Supplier nothing for the Supplier Services as of the date of these Supplier Terms. Zeus will not charge any fee unless the fee is agreed in writing or these Supplier Terms are amended under Section 15 at least 30 days before the fee applies.

4. Public Offer Pages and Share Images

4.1 Sharing. For an approved Offer where the Supplier has allowed public sharing, Zeus makes available a public page, a QR code and downloadable images that the Supplier may share. Public pages show the current approved Offer, and show it as no longer available when it is paused, removed or ended.

4.2 Copies outside Zeus's control. Images the Supplier downloads, and previews that messaging apps or others have already saved or cached, keep the content they had when made, including old prices. Zeus cannot change or remove them. The Supplier is responsible for what it posts and where, and for correcting anything it has shared that is no longer accurate.

4.3 Sharing lawfully. The Supplier is responsible for complying with the law and with each platform's rules when it shares Offers, including laws on unsolicited electronic messages and the rules of any group or channel it posts in.

4.4 Campaign codes. Share pages and images carry a Zeus campaign code. Zeus may report to the Supplier the number of visits, and of new Zeus businesses attributed to its codes, as totals only. Attribution records a code, not proof that the Supplier caused a signup. Zeus withholds small totals and never tells the Supplier which business signed up.

5. Order Requests and Contractor Information

5.1 Inquiries only. An Order Request is an inquiry from a Zeus Business. It is not an order or a binding acceptance, and it charges nothing and reserves nothing. Any sale is a separate dealing between the Supplier and the Zeus Business, on terms they agree, to which Zeus is not a party. Zeus is not responsible for any Zeus Business's conduct, payment or failure to buy.

5.2 Delivery. Zeus delivers Order Requests to the portal and, where the Supplier has verified an order inbox, by email. Zeus does not guarantee email delivery. The Supplier should check the portal and keep its order inbox current.

5.3 Use of Contractor Information. The Supplier may use Contractor Information only to answer the Order Request or contact it relates to, and to deal with that Zeus Business in the ordinary course of the Supplier's own lawful business as that Zeus Business would reasonably expect. The Supplier must not:

(a) sell, rent, share or disclose Contractor Information to any third party, except service providers acting for the Supplier under obligations at least as protective as this Section;

(b) send marketing messages using Contractor Information except as the law that applies to the recipient permits, including any consent that law requires;

(c) combine Contractor Information with other data to identify Zeus Businesses or individuals who have not contacted the Supplier, or try to identify any Zeus Business from totals Zeus reports; or

(d) scrape, export in bulk or otherwise collect information from the Supplier Services except through the exports the portal provides.

5.4 The Supplier's own privacy obligations. The Supplier receives Contractor Information as an independent business and is solely responsible for complying with the privacy and data protection laws that apply to it, for keeping Contractor Information secure, and for answering requests from individuals about the information it holds. The Supplier must tell Zeus at [email protected] without undue delay if it becomes aware of unauthorized access to Contractor Information it received through the Supplier Services.

5.5 Named contact activity. A Zeus Business may allow the Supplier to see its name and trade when someone at that business taps "Call" or "Email" on the Supplier's Offers, and may withdraw that permission at any time, after which Zeus stops showing it. The Supplier must not use a copy it downloaded while permission was given in a way that the Zeus Business would not reasonably expect.

6. Stock Reports

6.1 Purpose. The Supplier may upload stock reports so that Zeus can identify slow-moving stock and suggest Offers. Uploading stock reports is optional.

6.2 Confidentiality. Zeus treats stock reports as the Supplier's confidential information. Zeus uses them only to provide and improve the Supplier Services and to create Aggregated Data that does not identify the Supplier, and does not show them to any other supplier or to Zeus Businesses, except the details the Supplier chooses to publish in an Offer.

6.3 Suggestions are not advice. Findings and suggested offers, including suggested prices, are Machine-Generated Output provided for the Supplier to review. They are not financial, pricing or business advice, and the Supplier alone decides whether to publish an Offer and on what terms.

6.4 No personal information. Stock reports should contain product and sales information only. The Supplier must not upload information about individuals in a stock report.

7. Licence to Zeus

The Supplier keeps ownership of Supplier Content. The Supplier grants Zeus a worldwide, non-exclusive, royalty-free licence, for as long as the Supplier Services are provided and for the retention periods in the Data Retention and Deletion Policy afterwards, to host, copy, process, adapt (including resizing and reformatting images and generating share images and QR codes), display and distribute Supplier Content to provide, secure and improve the Supplier Services and the Zeus Services, including showing Offers to Zeus Businesses and on public offer pages. The Supplier also allows Zeus to use its business name and logo to identify it as the source of its Offers. The Supplier represents that it has every right needed to grant this licence, including in every image it uploads, and that Supplier Content does not infringe anyone's rights.

8. Acceptable Use

The Acceptable Use Policy applies to the Supplier and its Supplier Users. In addition, the Supplier must not submit fake, duplicated or bait Offers, use another supplier's images or name, try to get around rate limits or review, or misrepresent its relationship with Zeus. Zeus applies limits to how many Offers, images and uploads a Supplier may submit, and may change them.

9. Privacy

Zeus's Global Privacy Policy describes how Zeus handles the personal information of Supplier Users and the information shown on public offer pages. Supplier Users' account information is not shared with Zeus Businesses; Zeus Businesses see only the business details, Offers and contact routes the Supplier publishes.

10. Data After the Supplier Stops

The Supplier may stop using the Supplier Services, and remove its Offers, at any time. On request to [email protected] Zeus will close the Supplier's organization. Zeus retains and deletes Supplier Content and related records as described in the Data Retention and Deletion Policy. Order Requests form part of the records of the Zeus Business that sent them and are not deleted when the Supplier closes its organization.

11. Suspension and Termination

Zeus may suspend or end the Supplier's access, or these Supplier Terms, at any time and for any reason, with or without notice, including for a breach, a risk to Zeus Businesses or Zeus, or if Zeus stops offering the Supplier Services. Sections 3.1, 4.2, 5, 6.2, 7 (for the retention periods it describes), 10, 12, 13 and 14 survive.

12. No Warranty from Zeus

THE SUPPLIER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ZEUS MAKES NO PROMISE THAT THE SUPPLIER SERVICES WILL PRODUCE ANY VIEWS, CONTACTS, ORDER REQUESTS, SALES, SIGNUPS OR OTHER RESULTS, THAT ANY ORDER REQUEST OR EMAIL WILL BE DELIVERED, OR THAT FINDINGS FROM STOCK REPORTS ARE ACCURATE. SECTION 26 OF THE GLOBAL TERMS APPLIES AS IF THE SUPPLIER WERE THE CUSTOMER.

13. Supplier Indemnity

The Supplier will defend, indemnify and hold harmless the Zeus Parties from and against all claims, losses, liabilities, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: any Offer or Supplier Content; the Supplier's dealings with any Zeus Business or other person; the Supplier's use of Contractor Information; anything the Supplier shares under Section 4; or the Supplier's breach of these Supplier Terms or of law.

14. Terms Incorporated from the Global Terms

The following provisions of the Global Terms apply to these Supplier Terms as if every reference to the "Customer" were a reference to the Supplier, every reference to the "Services" were a reference to the Supplier Services, and every reference to the "Agreement" were a reference to these Supplier Terms: Section 26 (Warranty Disclaimers), Section 27 (Limitation of Liability), Section 28 (Indemnification, in addition to Section 13 above), Section 29 (Claim Deadlines), Section 30 (Dispute Resolution; Arbitration Agreement; Class Action and Jury Waivers), Section 31 (Governing Law and Venue), Section 32 (Mandatory-Law and Consumer Savings), Section 33 (Force Majeure), Section 34 (Assignment) and Section 36 (General).

15. Changes to These Supplier Terms

Zeus may change these Supplier Terms by posting a new version at https://fieldzeus.com/legal and, for a material change, by notice in the portal or by email to the Supplier's account owner. A change takes effect when posted unless the notice states a later date; Section 3.5 requires 30 days' notice before any fee applies. Continuing to use the Supplier Services after a change takes effect is acceptance of it.

16. Notices

Notices to Zeus go to [email protected]. Zeus may give notices to the Supplier in the portal or by email to any Supplier User with the owner role.