Terms and Conditions.

1. Introduction

Welcome to PurchasePlus. These Terms and Conditions ("Agreement") govern your access to and use of the PurchasePlus platform and services ("Services").

By accessing or using the Services, you agree to be bound by this Agreement and our Privacy Policy.

2. Who We Are

"Marketboomer", "PurchasePlus", "we", "us", or "our" refers to:

The contracting entity is determined by your jurisdiction.

"You" refers to the customer, organisation, or user accessing the Services.

3. Services

PurchasePlus provides a cloud-based procure-to-pay platform, including but not limited to:

• Supplier catalogue management
• Purchase requisition and ordering
• Invoice processing and matching
• Inventory and recipe management
• Supplier connectivity and integrations

We may enhance, modify, or discontinue features from time to time.

4. Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account and password
• Ensuring only authorised users access the platform
• All activity conducted under your account

You must notify us immediately of any unauthorised use.

5. Acceptable Use

You agree to:

• Use the Services in compliance with applicable laws
• Ensure all uploaded data is lawful and authorised
• Not interfere with platform security, performance, or integrity

You must ensure all content:

• Has necessary consents and does not infringe third-party rights
• Is lawful, non-fraudulent, and appropriate
• Does not contain malware or spam

Prohibited activities include:

• Reverse engineering or copying the platform
• Unauthorised access or alteration
• Data scraping or misuse
• Impersonation or misuse of identity

Violations may result in suspension or termination of access.

6. Marketplace Role

PurchasePlus provides a platform connecting buyers and suppliers.

• We are not the buyer or seller
• We are not an agent of either party
• Contracts are formed directly between buyers and suppliers

We are not responsible for:

• Product quality
• Supplier performance
• Transaction disputes

7. Fees and Payment

Unless otherwise agreed in writing:

• Fees are invoiced in advance and payable within agreed terms
• Subscriptions renew automatically unless terminated
• Late payments may result in suspension of Services
• Fees are non-refundable unless required by law

8. Service Levels (SLA)

8.1 Platform Availability

Target uptime: ≥ 99.95% monthly, excluding:

• Scheduled maintenance
• Force majeure events
• Third-party failures outside our control

8.2 Support Performance Targets

• Customer satisfaction: > 90%
• First response times (average):
  1. Email: ≤ 90 minutes
  2. Live chat: ≤ 5 minutes
  3. Phone: ≤ 1 minute

These are performance targets only and do not constitute service credits unless otherwise agreed.

9. Data, Privacy and Security

9.1 Privacy

Your privacy is important. Our Privacy Policy outlines how we collect, use, and share personal information.

We collect data such as transactional and ordering information to:

• Deliver and improve Services
• Process transactions
• Meet legal obligations
• Communicate with users

9.2 Customer Data Ownership

You retain ownership of all data submitted to the platform and are responsible for its legality, accuracy, and quality.

We are not liable for errors or damages arising from your data.

9.3 Licence to Use Data

You grant us:

• A limited, non-exclusive licence to use data to provide the Services
• A perpetual, worldwide licence to use aggregated and de-identified data only for:
  • Analytics
  • Benchmarking
  • Product improvement
• We will not:
  • Identify you or your organisation
  • Disclose confidential or identifiable information
  • Use your data to compete directly with you

9.4 Data Processing

We process personal data in accordance with applicable laws. Where applicable:

• We act as a data processor
• You act as a data controller

A Data Processing Addendum (DPA) is available upon request.

9.5 Data Storage

Data is hosted on AWS in the Asia Pacific (Singapore) region across multiple availability zones.

9.6 Security

We maintain a solution aligned with ISO 27001 and SOC 2 standards, including encryption and security controls.

In the event of a data breach affecting your data, we will:

• Notify you without undue delay
• Provide relevant details and remediation actions

9.7 Customer Responsibilities (Data & Security)

You must:

• Obtain necessary consents
• Ensure lawful handling of personal data
• Implement appropriate internal security controls
• Limit exposure of sensitive data

9.8 Data Sharing

We may share data only where necessary to:

• Facilitate transactions with suppliers
• Enable integrations
• Comply with legal obligations

This includes enabling supplier connectivity for orders, invoices, catalogues, and pricing.

We do not sell personal information.

9.9 Your Choices

You may update or delete your data.

Limiting data sharing may impact functionality.

10. Electronic Communications

You consent to receive communications electronically (email, platform notifications, or messaging), which satisfy legal communication requirements.

11. Reporting Data Breaches

Third parties must report suspected breaches to: help@purchaseplus.com

Reporting requirements:

• Description of the breach
• Date and time identified
• Type of data affected
• Estimated scope
• Containment actions taken
• Contact details

Our response:

We will:

• Acknowledge within 24 hours
• Investigate and assess impact
• Implement mitigation measures
• Provide updates as appropriate

12. Intellectual Property

All platform content and IP remain the property of Marketboomer or its licensors.

You are granted a limited, non-exclusive, non-transferable, revocable licence to use the Services.

You may not:

• Copy or reuse content
• Modify or reverse engineer the platform

13. Third-Party Services

We are not responsible for:

• Third-party products or services
• External integrations
• Supplier systems

Use of third-party services is at your own risk.

14. AI Features and Generated Content

14.1 AI Features

The Services include features that use artificial intelligence (“AI Features”), including but not limited to:

• Nutrition value estimation and allergen declaration generation
• Product and ingredient matching
• Natural language search
• Recommendations and insights
• Data extraction and enrichment
• Connectivity for third-party AI assistants and agents, including via Model Context Protocol (“MCP”) or similar interfaces

14.2 Nature of AI Outputs

Content generated by AI Features (“AI Outputs”) is:

• Probabilistic in nature and may be inaccurate, incomplete, or out of date
• An estimate or interpretation only, produced from AI-matched database information and web-sourced data
• Not a certified analysis and not verified by us
• Provided as an unverified draft for your review

AI Outputs do not constitute professional, dietary, medical, financial, procurement, or regulatory advice.

14.3 Your Verification Obligations

You must:

• Independently review and verify all AI Outputs before relying on them
• Verify all nutrition and allergen information before using or publishing it on any label, menu, point of sale system, or other customer-facing material
• Account for factors AI Features cannot assess, including cross-contamination, shared equipment, supplier formulation changes, and preparation variations
• Verify price, quality, availability, and suitability before acting on any search result or recommendation

14.4 Allergen Information

Allergen declarations are proposed from matched ingredients only. You are solely responsible for:

• The accuracy of allergen information communicated to your customers
• Compliance with food safety, labelling, and allergen disclosure laws applicable in your jurisdiction

14.5 Natural Language Search and Recommendations

• Search results are AI interpretations of your query and may omit, misrank, or misinterpret relevant items
• Recommendations are informational only, generated from patterns in platform data, and are not an endorsement, certification, or guarantee of any product, supplier, or price
• Consistent with Section 6, we are not the buyer, seller, or agent of either party, and recommendations do not alter our marketplace role
• You retain sole responsibility for all purchasing and commercial decisions

14.6 AI Assistant Connectivity (MCP)

Where you connect a third-party AI assistant or agent to the Services, including via MCP:

• You authorise that assistant to access data and take actions under your account
• All actions taken by a connected assistant using your credentials are deemed your actions under Section 4
• You are responsible for scoping permissions appropriately and maintaining internal controls, including human review of approvals, orders, and financial commitments initiated through connected assistants
• Data shared with third-party AI providers is governed by their terms, and Section 13 applies to those services
• You must ensure you have all necessary rights and consents to share data, including personal information, with any connected AI tool
• We may suspend or restrict AI connectivity where we reasonably consider it necessary for security, integrity, or compliance

14.7 No Reliance

To the maximum extent permitted by law, we are not liable for any loss, damage, injury, or claim arising from your use of, reliance on, or publication of AI Outputs, or from actions taken through connected AI assistants, including nutrition or allergen information that you have not independently verified.

15. Termination

15.1 Termination for Breach

Either party may terminate for material breach not remedied within 30 days.

15.2 Insolvency

Termination is permitted if insolvency is not resolved within 60 days.

15.3 Termination for Convenience

Either party may terminate with 90 days' written notice, effective at the end of the contract term or billing cycle. All outstanding fees remain payable.

15.4 Effect of Termination

Upon termination:

• Access to Services will cease
• You may request data export within a reasonable period
• We may delete data after a defined retention period

16. Disclaimer

Services are provided "as is" and "as available."

We do not guarantee:

• Uninterrupted or error-free service
• Fitness for a particular purpose
• Freedom from malicious code

17. Limitation of Liability

To the maximum extent permitted by law:

• No liability for indirect or consequential loss
• Total liability capped at fees paid in the previous 12 months

Exclusions include:

• Fraud
• Personal injury
• Intellectual property infringement
• Gross negligence or wilful misconduct
• Any liability that cannot be excluded by law

18. Indemnity

You agree to indemnify and hold harmless Marketboomer from claims arising from:

• Misuse of the Services
• Breach of this Agreement
• Violation of third-party rights

19. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control.

20. Changes to Services

We may modify, suspend, or discontinue Services at any time for operational or business reasons.

21. Amendments

We may update these Terms with 30 days' notice. Continued use constitutes acceptance.

22. Governing Law

This Agreement is governed by the laws of New South Wales, Australia.

Jurisdiction will align with the relevant contracting entity for international customers.

23. General

• If any provision is invalid, the remainder remains enforceable
• Failure to enforce rights does not waive them

24. Contact