Archways Vendor Portal Terms

1. About these Terms

1.1 Who we are

The Archways Vendor Portal is operated by Archways AI Ltd, a company incorporated and registered in England and Wales with company number 15656115, whose registered office is at 1 Mark Square, London EC2A 4EG, United Kingdom.

In these Terms, “Archways”, “we”, “us” and “our” mean Archways AI Ltd.

1.2 What these Terms cover

These Vendor Portal Terms govern access to and use of the Archways Vendor Portal, including participation in questionnaires, requests for information, requests for proposal, vendor assessments and other evaluation activities conducted through the Vendor Portal.

These Terms apply to:

a.the company or other organisation on whose behalf the Vendor Portal is used; and

b.each individual authorised to access the Vendor Portal on that organisation’s behalf.

In these Terms, that company or organisation is referred to as the “Vendor”, and an individual using the Vendor Portal is referred to as a “Vendor User”.

1.3 Acceptance and authority

By selecting the acceptance checkbox, the Vendor User confirms that:

a.they have read and agree to these Terms;

b.they are at least 18 years old;

c.they are authorised to access the Vendor Portal and submit information on behalf of the Vendor; and

d.they have authority to agree to these Terms on behalf of the Vendor.

If a Vendor User does not have that authority, they must not accept these Terms or use the Vendor Portal.

Continued use of the Vendor Portal is subject to these Terms.

1.4 Relationship with our general Terms of Use

These Terms govern access to and use of the Vendor Portal.

Archways’ general Terms of Use may apply to use of the public Archways website. To the extent that the general Terms of Use also purport to apply to the Vendor Portal, these Terms will take precedence in relation to:

a.participation in an Evaluation;

b.Vendor Content;

c.Customer Materials;

d.confidentiality;

e.data use; and

f.other activity conducted through the Vendor Portal.

1.5 Other agreements

A Vendor may have entered into a non-disclosure agreement, procurement agreement or other arrangement directly with the Customer that invited it to participate in an Evaluation.

These Terms do not replace, vary or override any agreement between the Vendor and the Customer.

Archways is not a party to, and is not bound by, an agreement between the Vendor and the Customer unless Archways has expressly agreed otherwise in writing.

1.6 Privacy information

Our Privacy Notice explains how we process personal data relating to Vendor Users.

We may also provide a shorter Vendor Data and Confidentiality Notice explaining in plain language how information submitted through the Vendor Portal is handled.

Those notices should be read alongside these Terms. They do not create contractual rights beyond those set out in these Terms.

2. Definitions

In these Terms:

“Aggregated Data” has the meaning given in section 10.1.

“Authorised User” means an individual authorised to participate in or access an Evaluation on behalf of a Customer, Vendor or other approved participant.

“Customer” means the organisation that has issued or is managing an Evaluation through Archways.

“Customer Materials” means questions, requirements, documents, messages, specifications and other information made available by or on behalf of a Customer in connection with an Evaluation.

“Evaluation” means a questionnaire, request for information, request for proposal, sourcing process, vendor assessment or other evaluation conducted through the Vendor Portal.

“Platform Intelligence” means Archways’ generalised taxonomies, schemas, classifications, capability models, requirement structures, templates, methodologies, workflows, algorithms, models, know-how and product improvements.

“Private Evaluation Content” means Vendor Content, Customer Materials and other non-public information submitted, uploaded or generated in connection with a particular Evaluation.

“Public Information” means information that Archways has lawfully obtained from publicly available, licensed or independently researched sources, separately from Private Evaluation Content.

“Vendor Content” means answers, organisation information, documents, files, messages and other information submitted, uploaded or confirmed through the Vendor Portal by or on behalf of the Vendor.

“Vendor Portal” means the Archways application and associated interfaces through which Vendors participate in Evaluations.

3. The role of Archways

3.1 Technology provider

Archways provides technology that enables Customers to create and manage Evaluations and enables Vendors to submit responses.

Unless Archways expressly agrees otherwise in writing, Archways:

a.is not the purchaser or supplier of any product or service being evaluated;

b.is not a party to any tender, procurement or resulting contract between the Customer and Vendor;

c.does not act as agent for the Customer or Vendor;

d.does not make the Customer’s final procurement or vendor-selection decision; and

e.does not guarantee that an Evaluation will result in any contract, purchase or commercial opportunity.

3.2 Customer control

The Customer controls the Evaluation, including:

a.its questions and requirements;

b.the Vendors invited;

c.response deadlines;

d.the Customer’s Authorised Users and advisers;

e.how responses are assessed;

f.whether responses can be amended after submission;

g.whether responses are downloaded or exported; and

h.any decision resulting from the Evaluation.

Questions about the substance, timing or outcome of an Evaluation should normally be directed to the Customer.

3.3 No guarantee of selection

Participation in an Evaluation does not guarantee that the Vendor will:

a.be shortlisted or selected;

b.receive feedback;

c.enter into a contract with the Customer;

d.receive future opportunities; or

e.be included in any vendor recommendation or research result.

4. Accounts and access

4.1 Access rights

Archways grants the Vendor a limited, non-exclusive, non-transferable and revocable right for its authorised Vendor Users to access the Vendor Portal solely to:

a.participate in authorised Evaluations;

b.prepare, manage and submit Vendor Content;

c.communicate with relevant Evaluation participants; and

d.use other Vendor Portal functionality made available by Archways.

The Vendor Portal may be used for legitimate business purposes. Any restriction in Archways’ general Terms of Use concerning personal or non-commercial use does not apply to authorised use of the Vendor Portal under these Terms.

4.2 Invitations

An Evaluation invitation and any associated access link may be used only by the intended recipient or another person properly authorised by the Vendor or Customer.

A Vendor User must not transfer an invitation or access link to an unauthorised person.

4.3 Account information

Vendor Users must provide accurate and current account information.

The Vendor must notify Archways promptly if:

a.a Vendor User is no longer authorised to act for the Vendor;

b.an account is associated with the wrong organisation;

c.account information is materially inaccurate; or

d.an account may have been accessed without authorisation.

4.4 Account security

Vendor Users must:

a.keep login credentials confidential;

b.use appropriate security measures to protect their accounts;

c.not permit another person to use their personal account; and

d.notify Archways promptly at support@archways.ai if they suspect unauthorised access.

The Vendor is responsible for activity conducted through its Vendor Users’ accounts, except to the extent that the activity results from Archways’ breach of these Terms or its security obligations.

4.5 Vendor association

Archways may associate a Vendor User with a Vendor organisation using:

a.the Customer’s invitation;

b.the Vendor User’s business email address;

c.organisation information provided during registration; or

d.confirmation from an authorised representative.

Vendor Users must notify Archways if they have been associated with the wrong organisation.

5. Acceptable use

The Vendor and its Vendor Users must not:

a.access or attempt to access another Vendor’s response or another Customer’s workspace without authorisation;

b.disclose an invitation, access link or Customer Materials to an unauthorised person;

c.use the Vendor Portal for an unlawful, fraudulent or unauthorised purpose;

d.submit material that is deliberately false, misleading, defamatory, unlawful or infringing;

e.upload malware, viruses, harmful code, passwords, credentials or secret keys;

f.interfere with or disrupt the operation, security or availability of the Vendor Portal;

g.circumvent or attempt to circumvent access controls or security measures;

h.conduct vulnerability testing or penetration testing without Archways’ prior written approval;

i.scrape, systematically retrieve or extract information except through functionality expressly provided by Archways;

j.impersonate another person or organisation;

k.reverse engineer, decompile or attempt to derive the source code of the Vendor Portal, except where applicable law does not permit that restriction;

l.use Customer Materials for a purpose unrelated to the relevant Evaluation;

m.use the Vendor Portal, Customer Materials or other content accessed through it to develop or train a competing product, database or service; or

n.assist another person in doing any of the above.

Archways may investigate suspected misuse and take reasonable steps to protect the Vendor Portal, its Customers and users.

6. Customer Materials

6.1 Ownership

Customer Materials remain the property of the Customer or its licensors.

No ownership rights in Customer Materials are transferred to the Vendor under these Terms.

6.2 Permitted use

The Vendor may use Customer Materials only as reasonably necessary to:

a.understand and respond to the relevant Evaluation;

b.prepare demonstrations or supporting materials requested by the Customer;

c.communicate with the Customer about the Evaluation; and

d.consider whether to enter into a commercial relationship with the Customer.

6.3 Confidentiality of Customer Materials

The Vendor must keep confidential Customer Materials that:

a.are marked or described as confidential;

b.are subject to a separate confidentiality agreement; or

c.a reasonable business person would understand to be confidential given their nature or the circumstances of disclosure.

The Vendor may disclose those Customer Materials only:

a.to its employees, contractors and professional advisers who need the information to support the Evaluation and who are subject to appropriate confidentiality obligations;

b.with the Customer’s permission; or

c.where disclosure is required by law.

The Vendor remains responsible for ensuring that persons to whom it discloses Customer Materials comply with those restrictions.

7. Vendor Content

7.1 Ownership

As between Archways and the Vendor, the Vendor retains ownership of its Vendor Content.

Nothing in these Terms transfers ownership of Vendor Content to Archways.

7.2 Licence to operate the Vendor Portal

The Vendor grants Archways a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, extract, structure, classify, compare, summarise, analyse and otherwise process Vendor Content as reasonably necessary to:

a.operate, provide, secure and support the Vendor Portal;

b.make Vendor Content available to the Customer and its Authorised Users for the relevant Evaluation;

c.provide analysis, comparisons and other Evaluation functionality requested by the Customer;

d.provide technical support and investigate security or service issues;

e.comply with applicable law and enforce these Terms;

f.maintain appropriate audit, security and service records; and

g.create and use Aggregated Data and Platform Intelligence in accordance with section 10.

The licence includes the right for Archways’ personnel, contractors, service providers and subprocessors to process Vendor Content on Archways’ behalf for those purposes.

7.3 Duration of the licence

The licence continues for as long as reasonably necessary to:

a.provide and support the relevant Evaluation;

b.comply with Archways’ obligations to the Customer;

c.maintain security, backup and audit records;

d.comply with legal or regulatory requirements; and

e.exercise the rights expressly granted under these Terms.

7.4 Vendor responsibilities

The Vendor is responsible for its Vendor Content and confirms that:

a.it has the necessary rights, authority and permissions to submit the Vendor Content;

b.submission through the Vendor Portal does not breach applicable law or any binding confidentiality obligation;

c.it has taken reasonable care to ensure that its Vendor Content is accurate and not materially misleading at the time it is submitted;

d.its Vendor Content does not knowingly infringe another person’s intellectual property or confidentiality rights; and

e.its Vendor Users are authorised to submit the relevant information.

7.5 Information that should not be submitted

Unless expressly requested and lawfully permitted, the Vendor must not submit:

a.passwords, authentication credentials or encryption keys;

b.malicious or harmful content;

c.personal data that is not reasonably necessary for the Evaluation;

d.special category personal data or criminal offence data;

e.information belonging to another person that the Vendor is not entitled to disclose; or

f.export-controlled or otherwise restricted information where use of the Vendor Portal would breach applicable restrictions.

7.6 Review before submission

The Vendor is responsible for reviewing its Vendor Content before submission.

Archways may assist with structuring, extracting or summarising Vendor Content, but the Vendor remains responsible for confirming that the submitted response accurately reflects its position.

8. Customer access to Vendor Content

8.1 Access within the Evaluation

Vendor Content submitted for an Evaluation may be made available to:

a.the relevant Customer;

b.the Customer’s Authorised Users;

c.the Customer’s advisers or service providers authorised to support the Evaluation; and

d.other participants expressly authorised in connection with the Evaluation.

The Customer controls which of its users, advisers and service providers are authorised to access the Evaluation.

8.2 Downloads and exports

The Customer may be able to download, export and retain Vendor Content using Archways functionality.

After Vendor Content has been lawfully downloaded or exported by the Customer, the Customer’s use of that content is governed by:

a.its agreements with the Vendor;

b.its agreement with Archways; and

c.applicable law.

Archways is not responsible for the Customer’s independent use or disclosure of Vendor Content outside the Vendor Portal, except to the extent caused by Archways’ breach of these Terms or applicable law.

8.3 Customer decisions

Archways is not responsible for:

a.how the Customer interprets Vendor Content;

b.scores, notes or decisions created by the Customer;

c.the Customer’s procurement process; or

d.the Customer’s decision to select, reject or engage a Vendor.

9. Confidentiality and visibility of Evaluation content

9.1 Private by default

Vendor Content submitted in connection with a particular Evaluation will be treated by Archways as Private Evaluation Content.

Archways will not make Private Evaluation Content available through the Vendor Portal or any other Archways service to another Archways customer for use in that customer’s separate evaluation.

In particular, Archways will not use Private Evaluation Content to create or populate a shared vendor response or reusable vendor profile available to other customers.

9.2 Permitted access

Archways may make Private Evaluation Content available to:

a.the relevant Customer and its Authorised Users;

b.the Vendor and its authorised Vendor Users;

c.Archways personnel, contractors, service providers and subprocessors who require access to operate, secure, maintain or support the Vendor Portal;

d.Archways’ professional advisers who are subject to confidentiality obligations; and

e.public authorities, courts or regulators where disclosure is required by law.

9.3 Archways confidentiality obligations

Archways will:

a.use Private Evaluation Content only as permitted by these Terms;

b.apply reasonable technical and organisational measures to protect it against unauthorised access, use, alteration or disclosure;

c.limit access to persons who reasonably require it for an authorised purpose; and

d.require relevant personnel and service providers to be subject to appropriate confidentiality obligations.

Archways will protect Private Evaluation Content using at least the same degree of care that it applies to its own confidential information of a similar nature and no less than reasonable care.

9.4 Confidentiality exclusions

Information will not be treated as confidential under these Terms to the extent that Archways can demonstrate that it:

a.is or becomes public other than through a breach of these Terms;

b.was lawfully known to Archways without restriction before it was received through the Evaluation;

c.was lawfully received from another source without confidentiality restrictions; or

d.was independently developed without use of the relevant Private Evaluation Content.

9.5 Required disclosure

Archways may disclose Private Evaluation Content where required by law, court order or regulatory authority.

Where legally permitted and reasonably practicable, Archways will notify the relevant Customer or Vendor before making the disclosure.

9.6 Separate confidentiality agreements

Nothing in these Terms:

a.expands the Customer’s or Vendor’s rights under a separate NDA or agreement;

b.permits the Vendor to submit information that it is not entitled to disclose;

c.permits the Customer to use Vendor Content in breach of its obligations to the Vendor; or

d.converts information that is confidential under another applicable agreement into non-confidential information.

The obligations in this section continue for as long as the relevant information remains confidential.

10. Aggregated Data and Platform Intelligence

10.1 Creating Aggregated Data

Subject to Archways’ agreement with the relevant Customer, Archways may create statistical, analytical, aggregated or otherwise transformed information derived from:

a.use of the Vendor Portal;

b.Evaluation activity;

c.Customer Materials;

d.Vendor Content; and

e.technical and operational data relating to the service,

provided that the resulting information:

i.does not identify, and cannot reasonably be used to identify, the Vendor, Customer, any individual user or any particular Evaluation;

ii.does not identify the source of confidential information;

iii.does not disclose or allow a person reasonably to reconstruct Private Evaluation Content; and

iv.is processed in accordance with applicable data-protection law where personal data is involved.

Information meeting those requirements is referred to as “Aggregated Data”.

10.2 Permitted uses

Archways may use Aggregated Data to:

a.operate, secure and analyse the Vendor Portal;

b.improve the functionality, accuracy and usability of Archways services;

c.understand how Evaluations are designed and conducted;

d.improve software-category and capability taxonomies;

e.improve requirement libraries, evidence frameworks and evaluation methodologies;

f.improve classification, matching and recommendation methods;

g.conduct internal research and analytics;

h.develop generalised process or market benchmarks; and

i.create other non-identifying insights relating to enterprise software decisions.

10.3 Platform Intelligence

Private Evaluation Content may inform the development or improvement of Platform Intelligence, provided that the resulting Platform Intelligence:

a.does not disclose or reproduce Private Evaluation Content;

b.does not identify the relevant Vendor, Customer, user or Evaluation;

c.cannot reasonably be used to reconstruct the underlying confidential information; and

d.does not reveal confidential pricing, roadmap, security, contractual or other commercially sensitive information.

For example, patterns across Evaluations may inform:

a.general requirement templates;

b.distinctions between native, configurable, integrated and roadmap capabilities;

c.terminology and category mappings;

d.evidence and scoring structures; and

e.general Evaluation workflows.

This does not permit Archways to reuse a Vendor’s underlying private answer outside the relevant Evaluation.

10.4 Ownership

Archways owns all rights in:

a.Aggregated Data created in accordance with this section;

b.Platform Intelligence; and

c.improvements to the Vendor Portal and other Archways services.

This does not give Archways ownership of the underlying Vendor Content or Customer Materials.

10.5 Restrictions

Archways will not rely on this section to disclose or make available to another customer:

a.a Vendor’s private answer or document;

b.Vendor-specific pricing or discounts;

c.negotiated commercial or contractual terms;

d.non-public roadmap information;

e.non-public security information, vulnerabilities or architecture;

f.confidential implementation plans;

g.a Vendor-specific capability or limitation known only from Private Evaluation Content;

h.the identity of participants in a confidential Evaluation; or

i.the result of a confidential Evaluation.

10.6 Benchmarks

Any benchmark or external insight based on Aggregated Data must be structured so that the Vendor, Customer, individual contributors and particular Evaluations cannot reasonably be identified or inferred.

Archways may withhold, combine or broaden results where a category, cohort or market is too small to support an appropriately non-identifying benchmark.

11. Public and independently sourced information

11.1 Public Information

Archways may independently collect, license, verify and use information concerning Vendors and their products from:

a.public websites;

b.public product documentation;

c.public certification registers;

d.public announcements and case studies;

e.licensed datasets;

f.independent Archways research; and

g.other lawful, non-confidential sources.

Public Information may be used across Archways services, including for vendor research, classification, comparison and matching.

11.2 Separate provenance

Where information is obtained from Public Information, Archways may maintain it as a separate record from any similar Vendor Content submitted privately through an Evaluation.

The fact that Public Information is similar to Private Evaluation Content does not prevent Archways from using information independently obtained from a lawful public or licensed source.

11.3 Corrections

A Vendor may contact Archways at support@archways.ai if it believes publicly displayed information about it is materially inaccurate.

Archways will consider reasonable correction requests but is not required to adopt the Vendor’s preferred description where Archways has a reasonable basis for its classification or analysis.

12. Artificial intelligence and automated processing

12.1 AI use within an Evaluation

Archways may use artificial intelligence, machine-learning and other automated systems to:

a.extract and structure Vendor Content;

b.classify responses and evidence;

c.compare Vendor responses;

d.identify omissions, gaps or inconsistencies;

e.generate summaries and analysis;

f.support the Customer’s Evaluation; and

g.operate, secure and improve the Vendor Portal in accordance with these Terms.

12.2 Human review and responsibility

AI-generated analysis may contain errors or omissions.

Archways does not guarantee that automated analysis will be complete or accurate. The Customer and Vendor remain responsible for reviewing information relevant to their decisions and submissions.

AI-generated analysis should not be relied on as the sole basis for a legal, commercial, security, financial or technical decision.

12.3 Model training

Archways will not use Private Evaluation Content to train or fine-tune any artificial intelligence or machine-learning model, except where:

a.the model is isolated to and used solely within the relevant Evaluation and is not used to generate outputs for another customer; or

b.the training material consists only of Aggregated Data or Platform Intelligence that complies with section 10.

Archways will not use Private Evaluation Content to train:

a.a general-purpose model made available to third parties;

b.a model made available across Archways customers; or

c.a third-party provider’s model.

Archways may use Private Evaluation Content as an input to an artificial intelligence system solely to provide functionality within the relevant Evaluation, subject to these Terms.

12.4 Third-party providers

Archways may use third-party technology and artificial intelligence providers to process Vendor Content on its behalf.

Archways will require those providers to handle Vendor Content consistently with Archways’ applicable contractual, confidentiality, security and data-protection obligations.

Archways will not authorise a third-party artificial intelligence provider to retain Private Evaluation Content for model training or to use it to train or improve that provider’s models.

13. Personal data

13.1 Archways’ role

Archways acts as a controller for personal data where it determines the purposes and means of processing, including account, authentication, security, support and service-administration information.

Where Archways processes personal data contained in Private Evaluation Content solely on the Customer’s documented instructions, Archways acts as a processor on behalf of the Customer. That processing is governed by Archways’ written agreement and data-processing terms with the relevant Customer.

Archways will process personal data in accordance with:

a.its Privacy Notice;

b.applicable data-protection law; and

c.its agreements with the relevant Customer where Archways processes personal data on that Customer’s behalf.

13.2 Vendor responsibilities

Where Vendor Content contains personal data, the Vendor confirms that:

a.it is entitled to submit that personal data;

b.it has provided any information or notices required by applicable law;

c.the personal data is relevant and limited to what is reasonably necessary for the Evaluation; and

d.it will not submit special category personal data or criminal offence data unless expressly requested and lawfully permitted.

13.3 Account and usage information

Archways may process account, authentication, security and usage information for purposes including:

a.creating and managing accounts;

b.verifying access;

c.providing support;

d.preventing fraud and misuse;

e.maintaining security and audit records; and

f.complying with legal obligations.

14. Archways intellectual property

Archways and its licensors retain all rights in:

a.the Vendor Portal;

b.the underlying software, source code, databases, designs and interfaces;

c.Archways content and documentation;

d.the Archways name, trade marks and branding;

e.Platform Intelligence; and

f.all related intellectual property rights.

Except for the limited right to use the Vendor Portal under these Terms, no intellectual property rights are transferred or licensed to the Vendor.

The Vendor must not remove or alter proprietary notices displayed through the Vendor Portal.

15. Feedback

If the Vendor or a Vendor User voluntarily provides suggestions, ideas or feedback about the Vendor Portal, Archways may use that feedback to develop and improve its products and services without restriction or payment.

This does not permit Archways to disclose Vendor Content or other confidential information included in the feedback.

16. Third-party services and links

The Vendor Portal may include or rely on services provided by third parties, including:

a.identity and authentication providers;

b.hosting and infrastructure providers;

c.communication services;

d.document-processing services; and

e.artificial intelligence providers.

Use of a separate third-party website or service may also be subject to that provider’s terms and privacy information.

Archways is not responsible for a third-party website or service that the Vendor chooses to access independently through an external link.

This does not reduce Archways’ responsibility for subprocessors it appoints to process Vendor Content on Archways’ behalf.

17. Availability and changes to the Vendor Portal

17.1 Availability

Archways aims to make the Vendor Portal available reliably but does not guarantee that it will always be uninterrupted or error-free.

The Vendor Portal may be unavailable because of:

a.maintenance;

b.security requirements;

c.technical issues;

d.third-party service failures;

e.events outside Archways’ reasonable control; or

f.changes requested by the Customer.

Archways will take reasonable steps to minimise material disruption where practicable.

17.2 Changes to functionality

Archways may update or change the Vendor Portal to:

a.improve functionality or usability;

b.maintain security;

c.comply with law;

d.address technical issues; or

e.develop new features.

Archways will not use a product change to convert existing Private Evaluation Content into cross-customer vendor information contrary to these Terms.

18. Suspension and termination

18.1 Suspension by Archways

Archways may suspend or restrict access where reasonably necessary because:

a.the Vendor or Vendor User has materially breached these Terms;

b.an account or activity presents a fraud, security or legal risk;

c.the relevant Customer has withdrawn or restricted access;

d.the Evaluation has ended, expired or been cancelled;

e.Archways is required to do so by law; or

f.continued access could harm Archways, a Customer or another user.

Where reasonably practicable, Archways will provide notice before suspension unless doing so would create a security, legal or operational risk.

18.2 Ending use

A Vendor User may stop using the Vendor Portal at any time.

A request to close an account may be sent to support@archways.ai.

18.3 Effect on submitted content

Closing or suspending an account does not automatically delete Vendor Content already submitted to a Customer.

Vendor Content may continue to be retained:

a.within the Customer’s Evaluation records;

b.by the Customer after lawful download or export;

c.by Archways where necessary to provide services to the Customer;

d.in backups, security records and audit logs in accordance with the retention periods described in Archways’ Privacy Notice or applicable data-retention schedule; or

e.where required for legal, regulatory, audit or dispute-resolution purposes.

18.4 Continuing provisions

Sections concerning:

a.ownership and licences;

b.confidentiality;

c.Aggregated Data and Platform Intelligence;

d.intellectual property;

e.liability;

f.retention; and

g.general legal provisions

will continue after access ends to the extent necessary to give them effect.

19. Disclaimers

19.1 Evaluation materials and process

Archways does not warrant that:

a.Customer Materials are complete, accurate or lawful;

b.the Customer will conduct an Evaluation in a particular way;

c.the Customer will consider or accept any Vendor response;

d.the Customer’s assessment or decision will be accurate or fair;

e.the Evaluation will be completed by a particular date; or

f.any procurement or commercial opportunity will proceed.

19.2 Vendor responsibility

The Vendor remains responsible for:

a.reviewing and approving its Vendor Content;

b.ensuring that its response is appropriate for the relevant Customer;

c.deciding what information it is permitted to disclose; and

d.retaining copies of information it considers necessary for its own records.

19.3 Service basis

The Vendor Portal is provided on an “as available” basis.

To the fullest extent permitted by law, Archways does not give any implied warranty that the Vendor Portal will:

a.meet every Vendor requirement;

b.be free from all errors or vulnerabilities;

c.operate without interruption; or

d.guarantee a particular Evaluation or commercial outcome.

Nothing in these Terms excludes any warranty, duty or obligation that cannot lawfully be excluded.

20. Liability

20.1 Liability that is not limited

Nothing in these Terms excludes or limits liability for:

a.death or personal injury caused by negligence;

b.fraud or fraudulent misrepresentation;

c.deliberate misconduct; or

d.any other liability that cannot lawfully be excluded or limited.

20.2 Excluded losses

Subject to section 20.1, Archways will not be liable for:

a.loss of profit;

b.loss of revenue;

c.loss of anticipated savings;

d.loss of business or commercial opportunity;

e.loss of goodwill or reputation; or

f.indirect or consequential loss.

The exclusions in this section 20.2 do not apply to liability arising from:

a.Archways’ breach of section 9; or

b.Archways’ breach of its obligations under applicable data-protection law in connection with the Vendor Portal.

20.3 Customer actions and decisions

Subject to section 20.1, Archways will not be liable for loss resulting from:

a.the Customer’s procurement or selection decision;

b.the Customer’s assessment of Vendor Content;

c.the Customer’s independent use or disclosure of Vendor Content outside the Vendor Portal;

d.a Customer-set deadline or cancellation; or

e.a dispute between the Customer and Vendor,

except to the extent that the loss was caused by Archways’ breach of these Terms or applicable law.

20.4 General liability cap

Subject to sections 20.1 and 20.5, Archways’ total aggregate liability arising out of or in connection with these Terms and the Vendor Portal will not exceed the greater of:

a.£10,000; and

b.the total fees paid directly by the Vendor to Archways in the 12 months preceding the event giving rise to the claim.

20.5 Confidentiality and data-protection liability

Archways’ total aggregate liability arising from:

a.a breach of section 9; or

b.a breach of Archways’ obligations under applicable data-protection law in connection with the Vendor Portal,

will not exceed £250,000.

20.6 Mitigation

Each party must take reasonable steps to mitigate any loss arising from a breach of these Terms.

21. Changes to these Terms

Archways may update these Terms from time to time.

Where a change is material, Archways will provide reasonable notice and may require the Vendor User to accept the updated Terms before continuing to use the Vendor Portal.

No update will retrospectively convert Private Evaluation Content into information that Archways may disclose to other customers contrary to the confidentiality commitments applying when the content was submitted.

The effective date at the beginning of these Terms will show when they were last updated.

22. Electronic communications

The Vendor agrees that Archways may provide agreements, notices and other communications electronically, including:

a.by email;

b.through the Vendor Portal; or

c.through an acceptance screen.

Electronic acceptance of these Terms and electronic delivery of notices will satisfy any requirement for the relevant communication or agreement to be in writing, to the extent permitted by law.

The Vendor is responsible for keeping the contact details associated with its account current.

23. General

23.1 Entire agreement

These Terms, together with any separate written agreement between Archways and the Vendor, constitute the entire agreement between Archways and the Vendor concerning the Vendor Portal and supersede any previous agreement, assurance, statement or understanding between them relating to the Vendor Portal.

Nothing in these Terms affects any agreement between the Customer and the Vendor.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

23.2 Order of precedence

If there is a conflict between these Terms and a separate written agreement directly between Archways and the Vendor, the separate written agreement will take precedence to the extent of the conflict.

These Terms take precedence over Archways’ general Terms of Use in relation to Vendor Portal activity.

23.3 Assignment

The Vendor may not assign or transfer its rights or obligations under these Terms without Archways’ prior written consent.

Archways may assign or transfer these Terms:

a.to an affiliate;

b.as part of a merger or corporate reorganisation;

c.in connection with a sale of all or substantially all of its business or assets; or

d.as part of a financing or investment transaction,

provided that the transfer does not materially reduce the protections applying to Private Evaluation Content.

23.4 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment relationship or agency relationship between Archways and the Vendor.

23.5 Force majeure

Neither party will be liable for delay or failure to perform an obligation caused by events outside its reasonable control.

This does not excuse payment obligations, confidentiality obligations or obligations concerning the protection of data to the extent that the affected party could reasonably have continued to comply with them.

23.6 Waiver

A failure or delay in exercising a right under these Terms does not waive that right.

23.7 Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable.

If that is not possible, the relevant provision will be deleted. The remaining provisions will continue in effect.

23.8 Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

This does not affect a right or remedy that exists independently of that Act.

23.9 No exclusive remedy

Unless these Terms expressly state otherwise, the rights and remedies provided by these Terms are cumulative and do not exclude rights or remedies provided by law.

24. Governing law and jurisdiction

These Terms and any dispute or non-contractual obligation arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms.

Before commencing formal proceedings, each party will use reasonable efforts to resolve the dispute through good-faith discussions.

Nothing in this section prevents either party from seeking urgent injunctive or other interim relief from any court of competent jurisdiction.

25. Contact details

Questions about these Terms or use of the Vendor Portal may be directed to:

Archways AI Ltd

1 Mark Square,

London EC2A 4EG,

United Kingdom

Email: support@archways.ai