1. Introduction

1.1These terms and conditions ("Terms") apply to the supply of Services by Mondra to You. They apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.2Clause 17 explains the meanings of capitalised terms used in these Terms.

2. Commencement and Term

2.1The provision of the Services by Mondra to You is governed by these Terms, the Order Form and the DPA (together, the "Agreement"). The Agreement will be formed and shall commence on the date upon which both parties have signed the Order Form (the "Effective Date").

2.2Unless terminated earlier in accordance with clause 12 or this clause, the Agreement shall continue for an initial term of 12 months ("Initial Term"), and it shall automatically renew for a further 12-month period ("Extended Term") at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than 90 days before the end of the Initial Term or the relevant Extended Term, to terminate the Agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.

3. Our Services

3.1Mondra shall supply the Services to You, using reasonable care and skill, from the Effective Date.

3.2Subject to You paying the Charges in accordance with the Agreement, Mondra hereby grants to You a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for Your internal business operations.

3.3Mondra shall use commercially reasonable endeavours to make Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maximum maintenance window of 6.00 pm to 8.00 am UK time; and (b) unscheduled maintenance, provided that Mondra has used reasonable endeavours to give You at least 6 normal business hours' notice in advance. For the purposes of this clause, normal business hours are 9.00 am to 5.00 pm inclusive (UK time) on Business Days.

3.4Mondra does not warrant that: (a) Your use of the Services will be uninterrupted or error free; (b) the Services and/or the information You obtain through the Services will meet Your requirements; or (c) the Software or the Services will be free from vulnerabilities or viruses.

3.5Mondra is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

3.6Mondra warrants that it has obtained and will maintain all licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

3.7Mondra shall provide support for Your use of the Services during the Term in accordance with Mondra's standard service level agreement (available here).

3.8Mondra shall perform regular back-ups of Product Data. In the event of any loss or damage to Product Data then save where the loss of Product Data constitutes a breach of clause 13, Your sole and exclusive remedy against Mondra shall be for Mondra to use reasonable commercial endeavours to restore the lost or damaged Product Data from the latest back-up of such Product Data maintained by Mondra. Mondra shall not be responsible for any loss, destruction, alteration or disclosure of Product Data caused by any third party (except those third parties sub-contracted by Mondra to perform services related to Product Data maintenance and back-up for which it shall remain fully liable), unless the loss, destruction, alteration or disclosure of Product Data caused by the relevant third party is caused by Mondra's negligence or breach of its obligations under the Agreement.

3.9Mondra reserves the right to amend the Agreement and/or the Services if necessary to comply with any applicable law or regulatory requirement, and Mondra shall notify You in any such event.

4. Restrictions on Use of the Services

4.1You shall not access, store, distribute or transmit any viruses, or any material during the course of Your use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation or disability; or (f) is otherwise illegal or causes damage or injury to any person or property, and Mondra reserves the right, without liability or prejudice to its other rights, to disable Your access to any material that breaches the provisions of this clause.

4.2You shall not:

• (a) except as may be required by any applicable law which is incapable of exclusion by agreement between the parties, or to the extent expressly permitted under the Agreement:
  • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  • (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
• (b) access all or any part of the Software in order to build a product or service which competes with the Services; or
• (c) use the Services to provide services to third parties; or
• (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
• (e) attempt to obtain, or assist third parties in obtaining, access to the Software or the Platform; or
• (f) introduce or permit the introduction of, any virus or vulnerability into Mondra's network and information systems.

4.3You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and the Platform and promptly notify Mondra of any such unauthorised access or use.

5. Your Obligations

5.1You shall: (a) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (b) comply with all applicable laws in relation to the Agreement; and (c) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

5.2Where the Order Form provides for a specific number of User Subscriptions, You undertake that: (a) the maximum number of Authorised Users that You authorise to access and use the Platform shall not exceed that number; (b) You will not allow or suffer any User Subscription to be used by more than one individual Authorised User; and (c) each Authorised User shall keep a secure password for their use of the Platform and shall keep their password confidential.

5.3You may purchase additional User Subscriptions in excess of the number set out in the Order Form at Mondra's standard rates from time to time and Mondra shall grant access to the Platform to such additional Authorised Users in accordance with the provisions of this Agreement.

5.4You shall notify Mondra without undue delay of any actual or suspected unauthorised access to or use of the Services or the Platform. Mondra may suspend the affected access until the matter is resolved. Mondra shall not be liable for any unauthorised use of the Services or the Platform resulting from Your failure to keep Your access credentials secure, or for the consequences of any suspension under this clause 5.4.

5.5If Mondra's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by You, Your employees, agents or authorised users, or failure by You to perform any relevant obligation ("Default"): (a) without limiting or affecting any other right or remedy available to it, Mondra shall have the right to suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays Mondra's performance of any of its obligations; and (b) Mondra shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Mondra's failure or delay to perform any of its obligations as set out in this clause 5.5.

6. Charges

6.1In consideration for the Services, You agree to pay the Charges to Mondra.

6.2Mondra shall invoice You at the intervals set out in the Order Form. If no such details are provided in the Order Form, Mondra shall invoice You annually in advance. You shall pay each invoice submitted by Mondra in full and in cleared funds to a bank account nominated in writing by Mondra.

6.3If the Order Form provides for Mondra to provide the Services on a usage-tiered basis: (a) the Order Form shall specify the usage threshold and how Charges will be increased if You exceed that usage threshold; and (b) Mondra shall monitor Your usage and notify You before applying any increase in the Charges based on Your usage.

6.4Mondra shall give You at least 60 days' notice of any increase in the Charges (including any Charges for additional User Subscriptions payable in accordance with clause 5.3 and Charges for exceeding usage thresholds as explained in clause 6.3). If Mondra proposes to increase the total Charges payable by You in a Contract Year by more than 4% when compared to the previous Contract Year (other than as a result of a Change Order), You may terminate the Agreement with effect from the end of the then-current Contract Year by giving Mondra not less than 90 days' written notice.

6.5The Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services You must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as You pay the Charges.

6.6Except as expressly provided in clause 12.4, all Charges paid or payable under the Agreement are non-refundable, and You are not entitled to any refund, credit or set-off of Charges on termination, non-renewal or cessation of use.

6.7All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Data and Intellectual Property Rights

7.1Mondra acknowledges that the Product Data constitute Your confidential information (or that of Your licensors). Mondra shall keep the Product Data confidential in accordance with clause 13 (Confidentiality). You grant Mondra a non-exclusive, royalty-free, worldwide licence to use, copy, process and store the Product Data during the Term in order to provide and improve the Services and to create the Aggregate Data and Output Data.

7.2You acknowledge that Mondra and/or its licensors own all Intellectual Property Rights in the Software and the Platform. Except as expressly stated in these Terms, the Agreement does not grant You any Intellectual Property Rights to, under or in respect of the Software and the Platform.

7.3All Intellectual Property Rights in and to the AI/ML Models, the Output Data and the Aggregate Data shall vest in and be owned by Mondra (or its licensors). Mondra may use the Output Data to provide and improve the Services and to create Aggregate Data. Mondra may use, copy, modify, combine, distribute, license and otherwise exploit the Aggregate Data without restriction, within and beyond the Platform. By way of example, Mondra may use Aggregate Data to provide cross-customer benchmarking and comparative analysis at supplier and product level. Mondra shall not provide benchmarking that identifies You or any other customer of Mondra.

7.4Mondra shall not disclose, license or otherwise make available to any third party any data that directly or indirectly identifies You, Your suppliers, products or ingredients except as expressly authorised by You.

7.5Mondra grants You a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Output Data for Your internal business purposes, without the right to grant sublicences. Following termination or expiry of the Agreement, such licence continues on a perpetual basis, but is limited to Output Data generated and downloaded from the Platform before termination or expiry of the Agreement.

7.6On termination or expiry of the Agreement, Mondra shall: (a) within a reasonable period, delete or anonymise the Product Data in its possession; (b) be entitled to retain, in perpetuity, the Aggregate Data and all model-level learning derived from it; and (c) not be obliged to maintain Your primary data feed or to preserve any functionality that depends on it.

7.7You acknowledge that the Output Data and any analysis, insight or recommendation produced by the Platform or Sherpa are indicative only and represent the output of the Services at a particular point in time. Such outputs may be restated as Mondra's methodology evolves, and as further data becomes available. Mondra does not warrant that the Output Data and any analysis, insight or recommendation produced by the Platform or Sherpa are accurate, complete or fit for any particular purpose, and You rely on them at Your own risk.

7.8Mondra is not liable for any decision or action taken by You or Your Authorised Users in reliance on the Output Data or Sherpa, save to the extent caused by Mondra's breach or negligence. Where Sherpa autonomously executes an action You configured it to take and that action malfunctions, Mondra is liable only to the extent the malfunction is caused by Mondra's breach or negligence.

7.9You are responsible for any public, marketing, environmental, sustainability or regulatory claim You make using or derived from the Output Data, and for ensuring each such claim is accurate, substantiated and compliant with applicable law, including the CMA Green Claims Code and any equivalent green-claims legislation. Mondra is not liable for any claim made by You or for any regulatory or third-party challenge to such a claim.

7.10The Output Data is not legal, regulatory, accounting or compliance advice. You are responsible for Your own regulatory reporting and filings (including any Scope 3 or sustainability disclosure) and for determining the suitability of the Output Data for those purposes.

8. Artificial Intelligence and Machine Learning

8.1Mondra may use the Aggregate Data to train, fine-tune, develop, test, evaluate, operate and improve the AI/ML Models and the Platform, to develop successor products, models and functionality, and to retain that Aggregate Data and the resulting model-level learning indefinitely.

8.2Mondra may retain model-level learning derived from that processing, provided that such learning does not directly or indirectly identify You, Your suppliers or products, or enable reconstruction of Product Data. Mondra shall not train the AI/ML Models on any data that directly or indirectly identifies You, Your suppliers or products.

8.3Mondra warrants that its own processes for collecting and curating the data it uses to train the AI/ML Models comply with applicable law. Mondra gives no warranty as to the lawfulness, provenance, accuracy or non-infringement of any third-party or foundation-model training datasets it does not control.

9. Change Control

9.1Either party may propose changes to the scope or execution of the Services but no proposed changes shall come into effect until a "Change Order" has been signed by both parties.

10. Data Protection

10.1In respect of any personal data processed by Mondra in the course of delivering the Services, Mondra shall act as processor and You shall act as controller or, as applicable, the parties' respective roles are as set out in the DPA. Mondra's DPA (available here) is incorporated into and forms part of the Agreement and applies to any such personal data. Mondra shall not materially amend the DPA save in accordance with clause 3.9 or clause 16.3.

11. Limitation of Liability: Your attention is particularly drawn to this clause

11.1Except as expressly and specifically provided in the Agreement: (a) the Services are provided to You on an "as is" basis; (b) You assume sole responsibility for results obtained from Your use of the Services, and for conclusions drawn from such use. Mondra shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mondra by You in connection with the Services, or any actions taken by Mondra at Your direction; (c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

11.2Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by sections 13 to 15 of the Supply of Goods and Services Act 1982, to the extent such exclusion would be unreasonable.

11.3Subject to clause 11.2, each party's total liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall not exceed the greater of (i) £25,000 and (ii) double the Charges paid or payable in the Contract Year preceding the date upon which the relevant liability arose.

11.4Subject to clause 11.2, neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the Agreement, for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software; (f) loss of or damage to goodwill; or (g) indirect or consequential loss.

11.5Nothing in these Terms limits or affects the exclusions and limitations set out in our website terms and conditions of use.

12. Termination

12.1Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.2Without affecting any other right or remedy available to Mondra, if You fail to pay any undisputed amount due under the Agreement on the due date for payment, Mondra may suspend the supply of Services under the Agreement until the outstanding amounts are paid in full.

12.3On termination or expiry of the Agreement, unless otherwise agreed by Mondra: (a) all licences granted under the Agreement shall immediately terminate (save to the extent provided in clause 7.5) and You shall immediately cease use of the Services and the Platform; and (b) You shall pay to Mondra all of Mondra's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Mondra shall submit an invoice, which shall be payable by You in accordance with the Agreement.

12.4Where Mondra terminates the Agreement for any reason other than one of those listed in clause 12.1, or You terminate the Agreement for any of the reasons listed in clause 12.1, Mondra shall refund to You any Charges You have pre-paid for the period following the effective date of termination.

12.5Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

12.6Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement (including clause 7, clause 10, clause 11, this clause 12 and clause 13) shall remain in full force and effect.

13. Confidentiality

13.1Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7, clause 13.2 or clause 13.3.

13.2Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3Where You have purchased the supplier invite upgrade (as specified in the Order Form, or agreed separately in writing between You and Mondra), Mondra shall be entitled to disclose the following information to Your suppliers to the extent necessary in order to deliver the Services: (i) Your name, (ii) the identity of Your products, (iii) the nature of the Services being provided under the Agreement; (iv) the Product Data (to the extent authorised by You through the Platform); and (v) any other information to the extent agreed with You from time to time.

13.4Neither party shall use the other party's confidential information for any purpose other than to perform its obligations or to exercise its rights under the Agreement.

14. Events Outside Our Control

14.1We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control ("Event Outside Our Control").

14.2If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement, we will contact You as soon as reasonably possible to notify You and our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with You after the Event Outside Our Control is over.

15. Notices

Any notice given by one of us to the other under or in connection with the Agreement must be in writing and sent by email to the email address for that party specified in the Order Form (or such other email address as a party may notify to the other party from time to time). Any such notice is deemed to have been received at 9.00 am the next Business Day after transmission. In proving the service of any notice by email, it will be sufficient to prove that such email was sent to the specified email address of the addressee. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. General

16.1Entire agreement. The Agreement (including the Order Form and the DPA) is the entire agreement between You and Mondra in relation to its subject matter. You acknowledge that You have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

16.2Assignment and transfer. We may assign or transfer our rights and obligations under the Agreement to another entity. You may only assign or transfer Your rights or Your obligations under the Agreement to another person or entity if we agree in writing.

16.3Variation. Any variation of the Agreement only has effect if it is in writing and signed by You and us (or our respective authorised representatives) save for any amendment made by Mondra under clause 3.9 to comply with an applicable law or regulatory requirement.

16.4Waiver. If we do not insist that You perform any of Your obligations under the Agreement, or if we do not enforce our rights against You, or if we delay in doing so, that will not mean that we have waived our rights against You or that You do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by You.

16.5Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the relevant clause shall apply with such deletion or modification as may be necessary to make it valid, legal and enforceable while preserving as nearly as possible the parties' original commercial intention, and the remaining clauses will remain in full force and effect.

16.6Third party rights. The Agreement is between You and us. No other person has any rights to enforce any of its terms.

16.7Governing law and jurisdiction. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.

17. Definitions and Interpretation

17.1The following definitions and rules of interpretation apply in these Terms, save for certain terms defined elsewhere in these Terms:

Agreement: the agreement made between You and us relating to provision of the Services, incorporating these Terms, the Order Form and the DPA.

Aggregate Data: data that has been aggregated, de-attributed and/or anonymised so that it does not, directly or indirectly, identify You, your suppliers, products or ingredients.

AI/ML Models: the artificial-intelligence and machine-learning models used, operated, developed or improved by Mondra in connection with the Platform and the Services.

Authorised Users: those of Your employees, agents and contractors who are authorised by You to access the Platform in accordance with the Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change Order: a document setting out proposed changes to the Services, the Charges, and/or any other terms of the Agreement agreed in accordance with clause 9.

Charges: the charges payable by You for the Services as set out in the Order Form.

Contract Year: the 12-month period commencing on the date the Agreement is formed (as explained in clause 2.1), and each successive 12-month period after that during the Term.

DPA: Mondra's data processing agreement, which is available here.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mondra, we, our or us: Mondra Global Limited (company number 12485878), a company registered in England and Wales whose registered office is at c/o DMH Stallard LLP, Fetter Yard, Barnards Inn, 86 Fetter Lane, London, England, EC4A 1EN.

Order Form: the Order Form document provided by Mondra to You which sets out key details in relation to the Services, including the Charges, which is incorporated into the Agreement.

Output Data: the reports, metrics, analyses, recommendations and other outputs made available to You through the Platform as part of the Services. Output Data may include environmental and product-carbon-footprint metrics.

Platform: the online platform for Mondra Box at onboarding.mondra.com/get-started, or any other website notified by us to You from time to time.

Product Data: data provided by You to us through the Platform, including product, ingredient, supplier, sourcing, process, packaging and volume inputs and supplier names and contact details, (but which, for the avoidance of doubt, does not include Aggregate Data or Output Data).

Services: the "Mondra Box" subscription services provided to You by Mondra through the Platform.

Sherpa: Mondra's agentic AI functionality, which (where included in the Services) provides analysis, insight and recommendations and may, where configured by You, take defined actions within the Platform or in respect of a specific data set.

Software: the online software applications provided by Mondra as part of the Services.

Term: the term of the Agreement, as described in clause 2.

User Subscriptions: any user subscriptions granted to You pursuant to the Order Form, which entitle Authorised Users to access the Platform.

You, Your or Yours: the entity which requests the provision of the Services subject to these Terms.

17.2Interpretation: In the Agreement: (a) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or sta​​​​​tutory provision; (b) any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (c) a reference to writing or written includes email and the webchat functionality provided on the Platform; (d) the Order Form and the DPA form part of the Agreement. Any reference to the Agreement includes the Order Form and the DPA; (e) if there is any conflict or inconsistency between these Terms and the Order Form, the Order Form shall take precedence; (f) if there is any conflict or inconsistency between these Terms, the DPA and/or the website terms and conditions of use referred to in clause 11.5, these Terms shall take precedence, save that the DPA shall take precedence in respect of the processing of personal data; and (g) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).