Terms of Service

1. The agreement

These Terms of Service ("terms") form an agreement between you and Wholara ("we", "us", "our") covering your use of wholara.net and the Wholara platform.

Where a customer has signed a separate subscription agreement, order form or data processing agreement with us, those documents take precedence over these terms to the extent of any conflict. These terms then apply to anything not covered by that agreement.

By using the website or the platform, you confirm that you accept these terms. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation.

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2. The service

Wholara is an operations platform for wholesale distributors. It connects to systems you already operate, maintains an operational picture of your inventory, purchasing, pricing, orders and fulfilment activity, and prepares or performs actions based on rules you configure.

We provide the platform as a hosted service. We may improve, extend or modify it over time. We will not remove a core capability that you rely on without giving notice and, where practicable, an alternative — and we communicate material changes in advance.

The website is provided for information. Descriptions of features, integrations and capabilities on the website are indicative; the definitive scope for a customer is the signed order form.

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3. Accounts and access

• Access is granted to named users under the customer's account, with permissions set by role.
• The customer is responsible for managing its own users, including removing access when someone leaves or changes role.
• Credentials must not be shared between individuals. Integration credentials must be scoped to the minimum access required.
• You must tell us promptly if you believe an account or credential has been compromised.
• We may suspend an individual account where we reasonably believe it presents a security risk to the platform or to other customers.

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4. Acceptable use

You agree not to:

• Use the platform for anything unlawful, or in breach of applicable trade, sanctions or export control law.
• Attempt to access data belonging to another customer, or to circumvent access controls.
• Probe, scan or test the vulnerability of the platform without our prior written agreement. Coordinated security testing can be arranged — we welcome it under controlled conditions.
• Introduce malicious code, or use the platform to distribute it.
• Reverse engineer, decompile or attempt to derive the source code of the platform, except where such restriction is prohibited by law.
• Resell, sublicense or provide the platform to third parties as a service, unless expressly permitted in your agreement.
• Place unreasonable load on the platform, including through automated requests that materially exceed normal usage or agreed API limits.
• Use the platform to store data you do not have the right to hold.

Where use breaches this section, we may suspend the affected access. Where the breach is capable of remedy, we will normally notify you first and allow a reasonable period to fix it.

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5. Your data

You own the operational data you load into Wholara. We do not acquire any ownership of it by hosting or processing it.

• We process your data to provide the service and for the purposes set out in our privacy policy and any data processing agreement.
• We do not sell your data, and we do not use your operational data to train models made available to other customers.
• You can export your data at any time through the platform, and on request in documented formats.
• You are responsible for the lawfulness, accuracy and quality of the data you load, and for having a lawful basis to process any personal data it contains.
• On termination, your data is made available for export for an agreed period and then deleted, subject to any legal retention obligation.

We may produce aggregated, de-identified statistics about platform usage — for example, which features are used — provided that no individual customer, or its customers, can be identified from them.

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6. Automated actions and human authority

Wholara can prepare recommendations and, where you authorise it, commit actions within thresholds you configure. This is an important part of the agreement and worth reading carefully:

• You set the authority. The scope of what automation may do without review is configured by you, and can be narrowed or paused at any time.
• Recommendations are not guarantees. Demand forecasts, replenishment suggestions, lead-time estimates and pricing calculations are outputs of statistical methods and your own configuration. They may be wrong.
• Operational judgement remains yours. You are responsible for the commercial decisions taken in your business, including decisions taken in response to, or by accepting, a recommendation.
• Actions are recorded. Automated and human actions are logged with the workflow, rules version and approver, and can be reversed like any other record.
• Observe-only is available. You may run workflows in a mode where nothing is committed without a human release.

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7. Fees and payment

• Fees, the licence basis and any metered elements are set out in your order form or proposal.
• Implementation or professional services fees are separate from subscription fees and are stated as fixed scope where possible.
• Invoices are payable within the period stated on the invoice. Overdue amounts may accrue interest at the rate permitted by law.
• Fees are exclusive of applicable taxes, which are added where required.
• Where your usage moves materially outside the assumptions recorded in your order form, we will discuss the change with you before any adjustment takes effect.
• Subscription fees are non-refundable except where these terms or your agreement expressly provide otherwise.

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8. Third-party systems and services

Wholara connects to systems operated by others — your ERP, e-commerce platform, accounting system, WMS, carriers and EDI providers. Those systems are governed by their own terms and are outside our control.

• We are not responsible for the availability, accuracy or performance of third-party systems.
• Where a third-party provider changes its interface, we will work to restore the integration but cannot guarantee a timeframe set by someone else.
• If a connection is lost, affected workflows pause rather than acting on data we cannot verify.
• You are responsible for holding any licences or access rights needed for the third-party systems you ask us to connect to.

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9. Warranties and disclaimers

We warrant that we will provide the platform with reasonable skill and care, and that we will maintain appropriate technical and organisational security measures as described in our privacy policy and any data processing agreement.

To the fullest extent permitted by law, and except as expressly stated in these terms or a signed agreement, the platform and website are provided without further warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that the platform will be uninterrupted or error-free, that automated outputs will be accurate in every case, or that use of the platform will produce any particular commercial result.

Nothing in these terms limits any liability that cannot lawfully be limited, including for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

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10. Limitation of liability

• Neither party is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of goodwill, or loss or corruption of data arising from the other party's acts or omissions.
• Our total aggregate liability arising out of or in connection with the agreement is limited to the fees paid or payable by the customer in the twelve months preceding the event giving rise to the claim.
• Where a signed agreement specifies different limits, that agreement takes precedence.

These limits reflect the allocation of risk between the parties, and the fees set for the service.

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11. Suspension and termination

• Either party may terminate a subscription in accordance with the notice period in the order form.
• We may suspend access immediately where necessary to prevent harm to the platform, to other customers, or to comply with law — and will tell you why.
• Either party may terminate for material breach that is not remedied within a reasonable period after written notice.
• On termination, your data is available for export for the period stated in your agreement, after which it is deleted subject to legal retention requirements.
• Provisions that by their nature should survive termination — including confidentiality, intellectual property, liability limits and governing law — continue to apply.

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12. Intellectual property

We retain all rights in the Wholara platform, including its software, documentation, design, branding, logos and the Wholara name. Nothing in these terms transfers ownership of that intellectual property to you.

You receive a non-exclusive, non-transferable right to use the platform for your internal business purposes for the term of your subscription, as set out in your order form.

You retain all rights in your own data, your trademarks and your business processes. If you provide feedback or suggestions, we may use them to improve the platform without obligation to you.

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13. Confidentiality

Each party may receive information that is confidential to the other — pricing, configuration, business processes, technical detail. Each party agrees to use that information only for the purposes of the agreement, to protect it with at least reasonable care, and to disclose it only to those who need it and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, or must be disclosed by law — in which case, where permitted, the disclosing party will be given notice.

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14. Changes to these terms

We may update these terms to reflect changes to the service, to our practices, or to applicable law. The date at the top of the page shows the last revision.

For customers with a signed agreement, changes to these terms do not override that agreement. Where a change materially affects your rights, we will give reasonable notice before it takes effect. Continuing to use the service after the effective date constitutes acceptance.

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15. Governing law and disputes

These terms are governed by the laws of the jurisdiction in which the contracting Wholara entity is established, and the courts of that jurisdiction have exclusive jurisdiction over any dispute — unless a signed agreement specifies otherwise.

Before starting formal proceedings, both parties agree to attempt to resolve any dispute through good-faith discussion between senior representatives for a period of at least thirty days.

Where a signed order form, subscription agreement or data processing agreement specifies a different governing law, jurisdiction or dispute process, that document takes precedence.

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16. Contact

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