SUPLORA / LEGAL
Terms of Service
The terms governing business access to and use of SUPLORA.
Introduction
These Terms of Service govern access to and use of the SUPLORA website, applications, APIs, and related services. SUPLORA is currently the name of the service and operator; the formal operating entity is [LEGAL ENTITY TO BE INSERTED].
Agreement to the Terms
By creating an account, joining a workspace, signing an order form, or using the service, you agree to these Terms. If you do not agree, do not use SUPLORA. An order form or written agreement may supplement these Terms and will control if it expressly conflicts with them.
Business / B2B Use
SUPLORA is intended for business and professional use, not personal, family, or household purchasing. Consumer-law rights that cannot lawfully be excluded remain unaffected where they apply.
Accounts and Registration
You must provide accurate account and workspace information and keep it current. Access may depend on an invitation, early-access approval, subscription, or other onboarding requirements.
Account Security
You are responsible for safeguarding credentials, using appropriate access controls, and promptly notifying SUPLORA of suspected unauthorized access. You are responsible for activity under your account unless caused by SUPLORA’s breach of these Terms or applicable law.
Organizations and Workspaces
Customer data, settings, products, suppliers, and purchasing workflows may be organized within a company workspace. The Customer controls its workspace and is responsible for deciding who may access it and what permissions they receive.
Description of SUPLORA
SUPLORA is inventory and procurement decision-support and workflow software. Depending on the features available, it can monitor inventory, analyze sales and stock information, identify risks, evaluate suppliers, discover potential suppliers, prepare recommendations, and support human review.
AI-Powered Features
Some features use artificial intelligence, search or retrieval systems, and automated analysis. Outputs may include explanations, summaries, suggested actions, or supplier-search results. AI output can contain errors and must not be treated as guaranteed fact.
Procurement Decision Support
SUPLORA supports purchasing decisions but does not replace Customer judgment, internal controls, or due diligence. It does not independently become a buyer, purchasing agent, fiduciary, or professional adviser merely by preparing a recommendation or workflow.
Human Review and Approval
The product principle “THE AI WORKS. THE HUMAN SUPERVISES.” means material purchasing actions should receive appropriate human review. Where SUPLORA presents an approval workflow, a recommendation is not authorization and must not be treated as an approved or legally binding purchase until an authorized person completes the required approval.
Inventory Information
Inventory records depend on information entered, imported, synchronized, or otherwise provided to the service. Customers must verify starting balances, units, product identifiers, inventory movements, and corrections. Inaccurate or delayed inputs can affect every downstream result.
Forecasts and Stockout Predictions
Forecasts and stockout estimates are projections based on available data and assumptions. Actual demand, losses, returns, delays, seasonality, and other events can produce different outcomes. SUPLORA does not guarantee that a predicted date or risk level will occur.
Reorder Recommendations
Suggested reorder points and quantities are decision-support outputs. Customers must review cash constraints, storage capacity, contractual commitments, perishability, minimum orders, demand changes, and other relevant circumstances before acting.
Supplier Discovery
SUPLORA may help locate potential suppliers using public websites, search or retrieval services, integrations, and Customer-provided information. Discovery does not mean that SUPLORA endorses, audits, certifies, or has a commercial relationship with a supplier.
Supplier Comparisons
Comparisons may consider price, minimum order quantity, lead time, available source information, and deterministic procurement calculations. A comparison is limited to the information available at the time and may omit factors important to the Customer.
Third-Party Supplier Information
Supplier descriptions, listings, specifications, and contact information can be incomplete, inaccurate, or outdated. Customers must independently confirm identity, authority, product suitability, compliance, reputation, and commercial terms before engaging a supplier.
Pricing, MOQ and Delivery Information
Prices, currencies, taxes, minimum order quantities, shipping costs, lead times, and availability can change without notice. Unless confirmed directly by the relevant supplier, displayed information is indicative and not a binding quotation or delivery commitment.
External Links
SUPLORA may link to third-party websites for convenience and source verification. SUPLORA does not control those sites and is not responsible for their content, availability, security, or practices. Visiting external links is at the Customer’s discretion.
Third-Party Services and Integrations
The service may depend on hosting, database, analytics, communications, AI, search, or integration providers. Third-party services may be governed by separate terms, may change, and may become unavailable. SUPLORA is not responsible for third-party services outside its reasonable control.
Customer Responsibilities
Customers are responsible for lawful use, accurate inputs, internal permissions, review of outputs, supplier due diligence, and compliance with purchasing, tax, trade, employment, privacy, and industry obligations applicable to them.
Customer Data
Customer Data means information submitted to or generated within a Customer workspace, including product, inventory, supplier, order, communication, and usage information. It excludes SUPLORA technology, aggregated service statistics that do not identify the Customer, and third-party content.
Rights to Customer Data
As between the parties, the Customer retains its rights in Customer Data. These Terms do not transfer ownership of Customer Data to SUPLORA. The Customer represents that it has the rights and permissions needed to provide and use that data through the service.
Permission Necessary to Operate the Service
The Customer grants SUPLORA a limited, non-exclusive right to host, copy, transmit, format, analyze, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and improve the service, comply with law, and enforce these Terms.
Confidentiality
Each party should protect non-public information received from the other using reasonable care and use it only for the relationship. Confidentiality obligations do not cover information lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from another source. Required disclosures may be made when legally compelled, with notice where permitted.
Intellectual Property
The service, software, interfaces, documentation, branding, and original content are protected by intellectual-property laws. Except for the limited right to use SUPLORA under these Terms, no rights are granted by implication, estoppel, or otherwise.
SUPLORA Ownership
SUPLORA and its licensors retain all rights in the service, including improvements, models, workflows, designs, and know-how. Third-party content remains owned by its respective owners.
Feedback
If you provide suggestions or feedback, you grant SUPLORA a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or attribution. This does not give SUPLORA rights in Customer Data included unintentionally in feedback.
Acceptable Use
You must use SUPLORA lawfully, responsibly, and in accordance with the Acceptable Use Policy, which forms part of these Terms.
Prohibited Activities
You may not compromise security, access another workspace without authorization, introduce malicious code, overload the service, misuse AI features, violate rights, conduct fraud, or use SUPLORA for prohibited transactions. Additional examples appear in the Acceptable Use Policy.
Service Availability
SUPLORA may experience maintenance, outages, delays, and failures. No uninterrupted or error-free availability is promised unless a separate signed agreement states otherwise. Customers should maintain appropriate continuity procedures for time-sensitive purchasing.
Changes to Features
SUPLORA may add, modify, limit, or discontinue features to improve the service, address risk, comply with law, or respond to technical and commercial changes. Material changes affecting a paid commitment will be handled according to the applicable order form or law.
Beta / Early Access Features
Beta, preview, experimental, and early-access features may be incomplete, change substantially, or be withdrawn. They may have additional limitations and should not be used as the sole basis for critical purchasing or operational decisions.
Free Pilots and Trials
Free pilots and trials may be limited in duration, users, data, features, or support and may end at any time unless otherwise agreed. Trial access does not guarantee future availability, pricing, or eligibility for a paid service.
Paid Services and Subscriptions
Paid plans, if offered, will be described in an order form, checkout, or other written commercial agreement. That document will identify the subscription scope, fees, term, and any plan-specific conditions.
Fees and Taxes
Customers must pay agreed fees and applicable taxes when due, except taxes imposed on SUPLORA’s income. Fees are non-refundable except where an agreement or applicable law expressly provides otherwise.
Renewal / Cancellation Principles
Renewal and cancellation terms will be stated in the applicable order form or subscription flow. Cancellation ordinarily stops future renewal and does not retroactively cancel charges already incurred, subject to applicable law.
Suspension and Termination
SUPLORA may restrict or suspend access when reasonably necessary to address security risk, unlawful activity, material breach, non-payment, harm to others, or legal requirements. Either party may terminate as permitted by an order form or if the other materially breaches and fails to cure within an applicable cure period.
Effects of Termination
Upon termination, access ends and outstanding amounts become due. Provisions that by their nature should survive—including ownership, confidentiality, disclaimers, liability limits, indemnification, and dispute terms—will survive. Data handling after termination is subject to the Privacy Policy, applicable agreement, and law.
AI Limitations
Generative AI may produce incomplete, inconsistent, or incorrect content. AI explanations must not silently override stored business data or authoritative deterministic calculations. Users should verify material information and use outputs as assistance, not guaranteed facts.
No Guarantee of Supplier Performance
SUPLORA does not guarantee supplier identity, solvency, quality, capacity, compliance, conduct, availability, shipping, delivery, warranties, or performance. Supplier selection and monitoring remain the Customer’s responsibility.
No Guarantee of Savings
Savings estimates and comparisons are illustrative and depend on assumptions, data quality, taxes, logistics, negotiated terms, and actual purchasing behavior. SUPLORA does not warrant any specific cost reduction, financial return, or commercial result.
No Guarantee Against Stockouts
Monitoring and recommendations cannot eliminate stockouts, overstock, waste, or demand uncertainty. SUPLORA does not guarantee any particular inventory outcome.
No Professional Advice
SUPLORA does not provide legal, tax, accounting, financial, customs, safety, engineering, or regulated professional advice. Customers should consult qualified professionals where appropriate.
Customer Purchasing Responsibility
The Customer is solely responsible for deciding whether, when, from whom, and on what terms to purchase. The Customer must ensure approvals are valid and verify all material facts before committing funds or obligations.
Third-Party Transactions
Unless expressly stated in a separate agreement, SUPLORA is not the manufacturer, supplier, seller, carrier, marketplace, payment processor, or party to a transaction between a Customer and a third party. Transaction disputes must be resolved with the relevant third party.
Disclaimers
To the maximum extent permitted by law, SUPLORA is provided “as is” and “as available.” SUPLORA disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy. Nothing excludes warranties or rights that cannot lawfully be excluded.
Limitation of Liability
To the maximum extent permitted by law, SUPLORA will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or business interruption. Any aggregate liability cap will be [LIABILITY CAP TO BE INSERTED] or the cap expressly agreed in an applicable order form. These limits do not apply where liability cannot lawfully be limited.
Indemnification
To the extent permitted by law, the Customer will defend and indemnify SUPLORA against third-party claims arising from Customer Data, the Customer’s unlawful or unauthorized use, its purchasing transactions, or its breach of these Terms, except to the extent caused by SUPLORA’s own breach or misconduct.
Governing Law
These Terms are governed by [GOVERNING LAW TO BE INSERTED], without regard to conflict-of-law rules, except where mandatory law provides otherwise.
Dispute Resolution
The courts, arbitration forum, venue, and any required pre-dispute process are [DISPUTE RESOLUTION TERMS TO BE INSERTED]. Either party may seek urgent injunctive relief where legally available.
Changes to Terms
SUPLORA may update these Terms as the service, law, or business evolves. The updated version will identify its effective date. Material changes will be communicated through reasonable means where required. Continued use after an update takes effect constitutes acceptance where permitted by law.
Electronic Communications
You agree that notices and communications may be provided electronically, including by email, within the service, or on the website. You are responsible for keeping contact details current.
Severability
If a provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect.
Entire Agreement
These Terms, the policies they incorporate, and any applicable order form constitute the entire agreement about the service and replace prior discussions or understandings on that subject.
Assignment
You may not assign these Terms without SUPLORA’s prior written consent. SUPLORA may assign them in connection with a reorganization, financing, merger, acquisition, or transfer of substantially all relevant assets, subject to applicable law.
No Waiver
A failure or delay in enforcing a provision is not a waiver. A waiver must be explicit and applies only to the specific instance for which it is given.
Contact Information
Questions about these Terms may be sent to hello@suplora.ai. Formal notices to the operator may be sent to [REGISTERED ADDRESS TO BE INSERTED] once published.