Terms of Service

Porosi provides the software. Suppliers run their wholesale businesses through it. Buyers place Orders with those Suppliers. These Terms set the boundary between those three roles.

1. Contracting entity and legal notices

"Porosi", "we", "us" and "our" mean Porosi Ltd, a private limited company registered in England and Wales under company number 17185812. Our registered office is 27 Tenterden Drive, Canterbury, England, CT2 7BH. Porosi Ltd trades as Porosi.

Send legal notices to [email protected] and, where the law requires formal service, to our registered office. Send general and support questions to [email protected].

Invoices and order forms show the applicable company, tax and billing details. You must keep the billing, tax and contact information you give us accurate and current.

2. Acceptance and order of precedence

You agree to these Terms when you create an account, click to accept, sign an order form, access or use the Services, invite a user, place an Order or enable an integration. If you use Porosi for an organisation, that organisation is the customer.

You confirm that you are authorised to accept this agreement for that organisation. "You" and "your" then mean the organisation and the people it authorises to use Porosi.

The agreement includes these Terms and any applicable order form, DPA, SLA, Privacy Policy, Cookie Policy, Documentation and product-specific policy. If documents conflict, the following order applies unless a signed agreement clearly says otherwise: (1) signed MSA or enterprise agreement; (2) signed order form; (3) signed DPA, or Schedule A for personal-data processing; (4) these Terms; and (5) Documentation and policies.

We may update these Terms to reflect legal, security, operational or product changes. We will use reasonable efforts to give advance notice of a change that materially reduces your rights or increases your obligations. The new version applies from the effective date shown. If you do not agree, stop using the Services and cancel before that date, subject to fees and minimum-term commitments already agreed.

3. Definitions

• "Account" means a Porosi user, Supplier, Buyer, workspace, or organisation account.
• "Admin User" means a user with administrative permissions for a Supplier workspace or other organisation account.
• "Buyer" means an end-customer, buyer user, or buyer organisation invited or approved by a Supplier to view catalogues or place Orders through the Services.
• "Customer Data" means data submitted to, uploaded to, generated in, or processed through the Services by or on behalf of you, Suppliers, Buyers, and authorised users, including personal data, catalogues, product data, price lists, stock data, customer lists, delivery information, order data, notes, documents, invoices, and integration data.
• "Documentation" means usage instructions, help materials, API documentation, configuration notes, and product notices that we make available.
• "Order" means a purchase request, quote, draft, invoice-related record, or order workflow created through the Services between a Buyer and Supplier.
• "Private Demo Materials" means any non-public Porosi demo, private demo website, private demo video, recorded walkthrough, live walkthrough, screen share, prototype, screenshot, workflow explanation, product plan, roadmap, pricing discussion, technical or commercial explanation, sales material, configuration, customer example, or other information disclosed by Porosi on a confidential or limited-access basis.
• "Services" means Porosi's websites, web apps, mobile apps, APIs, supplier dashboard, buyer portal, ordering tools, stock and inventory tools, customer and account management, invoice and document tools, reporting, notifications, integrations, and related support or professional services.
• "Subscription" means a paid plan, trial plan, usage allowance, add-on, or enterprise package for the Services.
• "Supplier" means a business customer using Porosi to manage wholesale operations, catalogues, Buyers, Orders, invoices, stock, integrations, and related workflows.
• "Third-Party Service" means any external service, platform, processor, app store, payment provider, accounting platform, email provider, infrastructure provider, analytics provider, or other third party used with or linked from the Services.

4. Eligibility and business use

The Services are intended for business use only. You confirm that you use Porosi in the course of business, not for personal or household purposes. If mandatory consumer rights apply despite that restriction, these Terms do not take those rights away.

You must be at least 18, able to enter into a binding contract and legally permitted to use the Services. Do not use Porosi for sanctioned, restricted, unlawful, unsafe or deceptive activity.

You are responsible for the laws and regulations that apply to your organisation, staff, customers, goods, territory, tax position, food or product sector and accounting obligations.

5. The Services

Porosi provides software for wholesale ordering, catalogues, customer accounts, account pricing, stock and inventory visibility, operational documents, invoices, notifications, reporting and integrations.

We may improve, replace, limit, suspend or retire a feature where reasonably needed for security, reliability, legal compliance, a third-party change or product development. We will use reasonable efforts to give advance notice if a planned change materially reduces core paid functionality.

We may also provide support, configuration, imports, onboarding or professional services. Unless a signed agreement says otherwise, we provide that work on a reasonable-efforts basis and retain our intellectual property in the tools, templates, code and know-how used to deliver it.

6. Supplier and Buyer relationship

A) Porosi is not the seller of goods

Porosi provides the software infrastructure. Porosi is not a Supplier, Buyer, broker, agent, reseller, distributor, merchant of record, carrier or party to the contract for goods between a Supplier and Buyer, unless a separate signed agreement expressly says otherwise.

B) Supplier responsibility

Each Supplier is solely responsible for the goods and services it offers. That includes descriptions, photos, pricing, discounts, units, pack sizes, substitutions, stock availability, food safety, allergens, ingredients, storage conditions, labelling, regulated-goods compliance, VAT and tax treatment, delivery, fulfilment, returns, refunds, recalls, complaints, Buyer credit terms and customer service.

C) Buyer responsibility

Buyers must check each Order before submitting it, ask the Supplier about unclear product information, follow the Supplier's trading policies, keep account details accurate and make sure every person placing an Order is authorised.

D) Disputes

A dispute about goods, quality, delivery, pricing, substitutions, returns, payments, credit, refunds or account access is between the Supplier and Buyer. Porosi may help pass information between them, but we do not decide the dispute or pay claims arising from their transaction.

7. Accounts, admins, and access controls

• Give us accurate account information and keep it current.
• Protect passwords, API keys, devices, sessions and admin permissions.
• Tell us promptly if you suspect unauthorised access, compromised credentials or another incident affecting your Account.
• Admin Users may invite, approve, suspend and remove users and manage their permissions.
• You are responsible for activity under your Account by staff, contractors, invited Buyers, integrations and other authorised users.
• We may require multi-factor authentication, email verification, device checks or other proportionate security steps.

Your Admin Users control roles, approvals, pricing, delivery rules, Xero and invoice settings, stock permissions and customer access. You are responsible for the result of those choices unless the problem was caused by Porosi breaching these Terms.

8. Acceptable use

Do not, and do not allow another person to:

• use the Services for unlawful, fraudulent, harmful, misleading, abusive, discriminatory or deceptive activity;
• upload malware, harmful code, illegal or infringing content, or material you have no right to use;
• try to access another account, tenant, system, network, API, database, storage area or integration without permission;
• probe, scan, stress test, load test, penetration test, scrape, crawl, benchmark or reverse engineer the Services without our written authorisation;
• interfere with performance, security controls, rate limits, logging, monitoring or tenant isolation;
• misrepresent identity, authority, products, prices, availability, tax, delivery capability or payment status;
• send spam, unsolicited messages or unlawful marketing through Porosi;
• submit special-category, criminal-offence, medical, full payment-card or other high-risk regulated data unless we have expressly agreed in writing;
• copy, record, screenshot, download, reproduce, summarise, train on, disclose, distribute, forward, publish, upload, share, benchmark, reverse engineer, or create derivative work from any Private Demo Materials except as expressly permitted by Porosi in writing;
• use Private Demo Materials, non-public Porosi information, designs, workflows, product ideas, architecture, roadmap, pricing, data, know-how, or access to build, procure, brief, support, improve, or validate a competing product, service, procurement exercise, internal build, third-party build, or unfair competitive activity;
• copy, frame, resell, sublicense, rent, lease, timeshare, or provide the Services as a service bureau unless permitted in writing;
• remove proprietary notices, bypass technical limits, or use the Services to develop a competing product using non-public Porosi information.

Security testing: Contact [email protected] before any controlled security or performance test. Testing requires written authorisation covering scope, timing and safety rules.

9. Customer Data

A) Ownership

As between you and Porosi, Customer Data remains yours. Porosi does not claim ownership of it.

B) Licence to process Customer Data

You give Porosi a worldwide, non-exclusive and limited licence to host, store, copy, back up, transmit, display, transform, analyse and otherwise process Customer Data only as needed to provide, secure, support, maintain, improve and develop the Services; follow the law; prevent abuse; enforce this agreement; and perform the processing described in the Privacy Policy or DPA.

C) Product images and catalogue suggestions

Product images uploaded through product management may be stored, processed, resized or otherwise transformed, matched to product names and units, used to improve Porosi product data and offered as catalogue image options or product image suggestions to other Suppliers. Porosi reviews reusable image options before making them available outside the uploading Supplier's Account.

You must have the rights, permission and authority to upload each image and allow this use. Contact [email protected] or [email protected] to request review, correction or removal of an image.

D) Your data responsibilities

• Keep Customer Data accurate, lawful and complete enough for its intended use.
• Have the rights, notices, consents and lawful bases needed to give Customer Data to Porosi for processing.
• Configure roles, permissions, visibility, product availability, customer links, pricing tiers and integrations carefully.
• Keep independent copies of critical, accounting and statutory records.

E) Aggregated and de-identified data

We may create and use aggregated, anonymised or de-identified information that no longer identifies you, a Supplier, Buyer, user or other individual. We may use it for product improvement, analytics, forecasting, benchmarking, security and reliability.

F) Data export and deletion

While your Subscription is active, use available product features or reasonable support channels to export Customer Data. After termination, we may keep it for a reasonable export window and for law, disputes, fraud prevention, backups or enforcement. We may then delete or de-identify it unless a separate agreement sets another period.

10. Data protection, privacy, and cookies

Our Privacy Policy explains how we use personal data when Porosi is controller. Our Cookie Policy explains cookies and similar storage. When Porosi processes personal data for a Supplier, Schedule A is the data processing addendum and forms part of these Terms.

Submit personal data only after you have given the required notices, obtained any necessary consent, identified a lawful basis and complied with applicable privacy, marketing, employment and data-protection law.

If we reasonably believe an instruction would break data-protection law, we may refuse or pause that processing while we explain and resolve the issue with you.

11. Integrations, accounting, payments, API, and mobile apps

A) Third-Party Services

Porosi can connect to Third-Party Services such as Xero, QuickBooks, payment processors, email services, app stores and notification providers. Their own terms and privacy notices apply. We do not control their acts, omissions, downtime, data handling, prices, API changes, security or availability.

B) Accounting and Xero

Porosi may create, receive, display or sync invoices, contacts, Order references, tax rates, stock information, COGS journals, accounting statuses and related metadata. Porosi does not provide accounting, tax, audit, bookkeeping, legal, or financial advice. You must review, approve, reconcile, file, retain and correct your accounting records, invoices, tax treatment, Xero settings, nominal codes, account mappings and journals.

C) Payments

If payments are enabled, the payment provider processes the sensitive payment details. In Porosi's own pricing checkout, Stripe receives and stores full card and UK bank-account details directly. Porosi receives payment status, mandate details and masked references, but does not receive or store the full card number, bank account number, or sort code. A payment provider may apply its own fees, reserves, checks, prohibited-business rules, disputes, chargebacks and settlement times.

D) API

Keep API keys, webhooks and tokens secure. We may set or change reasonable rate limits, quotas, authentication requirements, endpoint behaviour and access restrictions to protect the Services. You are responsible for your API clients, credentials, integrations, retries, duplicate requests and downstream systems.

E) Mobile apps and app stores

Mobile apps may be distributed through third-party app stores. Store rules, review processes, device settings, operating-system permissions and connectivity can affect availability. Porosi provides support for the Services unless an app store's own terms expressly allocate a responsibility to it.

F) Notifications and communications

Porosi may send email, push, in-app, SMS or integration messages. Delivery is not guaranteed. You are responsible for recipient details, communication preferences, lawful marketing permissions and the content sent from your workspace.

G) Automation and AI-assisted features

AI-assisted extraction, OCR, parsing, forecasting, recommendation and automation can produce incomplete, inaccurate, delayed or unsuitable output. An authorised person must review output before it affects Orders, stock, prices, fulfilment, invoices, accounting, legal duties or customer messages.

12. Fees, taxes, billing, and renewals

A) Fees and plans

The pricing page, checkout or order form describes your plan, features, limits, add-ons, implementation work, fees and billing interval. Unless we agree otherwise in writing, fees are paid in advance.

Automated checkout totals include the processing costs itemised before payment. Under Porosi's current standard Stripe plan, setup-card collections use the standard UK card rate of 1.5% plus 20p per collection. A second split-setup collection also includes Stripe Invoicing Starter at 0.4%. Each monthly Direct Debit includes Bacs processing at 1%, with a 20p minimum and £4 cap, plus Stripe Billing pay-as-you-go at 0.7%. We calculate the displayed processing amount against the final charge so that the processing cost itself is covered. Provider rates may change for future purchases, but the current amount is always shown before authorisation.

Before adding processing, Porosi rounds the calculated base setup and monthly prices into disclosed £5 bands. We first round to the nearest whole pound. Whole-pound endings of 0 or 1 map to the preceding 0; endings of 2 through 5 map to 5; and endings of 6 through 9 map to the next 0. Checkout shows the rounded base, processing amount and final total. The server-displayed total controls.

B) Renewals and cancellation

Unless an order form says otherwise, a Subscription bought through Porosi checkout has a six-month minimum term. It begins on the first monthly billing date shown before payment and then continues monthly. That date is normally the first day two calendar months after the first setup payment. If fewer than eleven calendar days remain between the UK setup date and month-end, it moves back one additional month. For example, setup accepted on 16 July starts monthly billing on 1 September; setup accepted on 29 July starts monthly billing on 1 October. Stripe collects monthly fees in advance by UK Direct Debit and securely saves the setup card to the customer payment record. If you cancel, one further monthly fee is due and access continues until the end of the resulting paid period. Cancellation does not remove amounts already due during the minimum term.

C) Payment authorisation

You authorise Porosi and its payment processors to collect recurring fees, usage charges, add-ons, implementation fees, taxes and other agreed amounts from the payment method or mandate you provide. Keep payment information valid and replace a failed or expired method promptly.

D) Taxes

Porosi is not currently VAT-registered, so VAT is not added to pricing checkout amounts. If we must register for or collect VAT or another tax, we may add it to future invoices after any required notice. You remain responsible for other taxes arising from your purchase or use of the Services, excluding tax on Porosi's net income.

E) Late payment, disputes, and suspension

Raise a billing dispute promptly and in good faith. If an undisputed payment remains overdue, we may restrict or suspend access after reasonable notice, unless immediate action is needed to prevent loss or abuse. We may recover reasonable costs and interest where the law allows.

F) Refunds and price changes

Setup fees and other paid fees are non-refundable except where the law or a written agreement requires otherwise. Checkout lets you pay the base setup fee in full or split it 50/50. Each collection includes its separately displayed processing cost. The second split collection also uses a Stripe invoice, so splitting costs slightly more than paying in full. With a split, the first base half and its processing are due immediately; the remaining base half and its processing are automatically charged to the same saved card on the displayed first-of-month date. That is the first of the next month when at least eleven calendar days remain between the UK setup date and month-end; with fewer than eleven days, it is the first of the month after next. If the base fee cannot divide into equal whole pence, the first payment contains the extra penny. By choosing split setup, you authorise Porosi and Stripe to make that later off-session charge on the displayed date. We may change prices or plan packaging on notice, with the change taking effect at renewal unless an order form says otherwise.

G) Trials and beta features

We may change, limit, suspend or retire a trial, preview, beta, early-access or free feature. Unless we agree otherwise, it has no SLA or production commitment. Do not make it critical to your operations unless you accept that risk.

13. Availability, support, maintenance, and backups

We design Porosi to be reliable, but no online service is uninterrupted or error-free. Unless a signed SLA says otherwise, availability can be affected by maintenance, updates, security work, incidents, infrastructure, internet failures, app stores, integrations and third-party APIs.

We provide support through the channels and hours we publish or agree. Support does not include legal, tax, accounting, food-safety, regulatory or business advice.

We maintain backup and recovery processes for service continuity. They do not replace your own exports, statutory and accounting records or business-continuity plan.

14. Security and incidents

We use reasonable administrative, technical and organisational measures designed to protect the Services and Customer Data. No system is perfectly secure, so we cannot promise that unauthorised access, data loss, malware or another security incident will never occur.

Use strong passwords, restrict admin rights, remove departed users, protect devices and API keys, configure MFA where available, review relevant logs and exports and report suspected incidents promptly.

If we become aware of a confirmed personal-data breach affecting Customer Data that we process for you, we will notify you without undue delay as set out in Schedule A.

15. Intellectual property

A) Porosi IP

Porosi and its licensors own the Services and their software, code, APIs, designs, interfaces, workflows, databases, templates, Documentation, brands, know-how and improvements. Except where these Terms or law expressly allow it, you may not copy, modify, adapt, translate, distribute, sell, sublicense or create derivative works from them.

B) Licence to use the Services

While your Subscription is active and paid, Porosi gives you a limited, non-exclusive, non-transferable and revocable licence to use the Services for your internal business operations. A Buyer may use them to place Orders with Suppliers from whom that Buyer is authorised to buy.

C) Feedback

If you volunteer feedback, ideas or suggestions, you give Porosi a perpetual, irrevocable, worldwide and royalty-free licence to use, adapt and commercialise them without an obligation to you.

D) Private demos and non-public product materials

Private Demo Materials remain Porosi intellectual property and confidential information. Access gives the approved recipient only a limited right to view the material for the evaluation purpose Porosi approved in writing. It does not transfer ownership or grant another express or implied licence.

You must not copy, record, screenshot, download, reproduce, summarise, disclose, distribute, publish, upload, share, forward, train a model on, create derivative work from, reverse engineer, benchmark, or otherwise use Private Demo Materials except as expressly authorised by Porosi in writing. This restriction applies to sharing inside your own organisation as well as external sharing with affiliates, advisers, consultants, contractors, suppliers, investors, competitors, agencies, software developers, product teams, procurement teams, or any other third party.

You must not use Private Demo Materials or any non-public Porosi information to build, design, specify, procure, brief, validate, improve, fund, support, or compete with any product, service, system, workflow, feature, user interface, architecture, integration, app, automation, or business process that competes with, substitutes for, or unfairly benefits from Porosi.

16. Confidentiality

Each party may receive the other's non-public product, technical, commercial, pricing, security, customer, financial or operational information. Each must protect it with at least reasonable care and use it only to provide, receive or evaluate the Services for the agreed purpose.

Private Demo Materials are confidential whether or not they are marked confidential, watermarked, password protected, token protected, sent by private link, shown in a meeting, or disclosed through a private demo website. Private Demo Materials may be viewed only by the intended recipient or other person expressly approved by Porosi in writing, and only for the approved evaluation purpose.

You must not disclose Private Demo Materials internally or externally without Porosi's prior written consent. That means you must not forward a private demo link, invite other staff to view it, share it with affiliates, advisers, consultants, contractors, investors, software developers, product teams, procurement teams, competitors, agencies, vendors, or any third party, or discuss the non-public content with anyone who has not been expressly authorised by Porosi.

You must not use Private Demo Materials to compete unfairly with Porosi, to support competitive intelligence, to compare or benchmark non-public Porosi workflows, to create requirements for another supplier, to brief an internal or external development team, to train or prompt an AI system, to develop similar functionality, or to avoid paying for or licensing the Services.

Confidentiality does not cover information that becomes public without breach, was already known without restriction, is independently developed without the confidential material, is lawfully received from another source or must be disclosed to a court, regulator, insurer, auditor, professional adviser or under law or stock-exchange rules. Where legally allowed, the receiving party must give reasonable notice before a compelled disclosure.

Duties covering Private Demo Materials, trade secrets, source code, architecture, roadmap, pricing strategy, customer information, security information and similarly sensitive material last while that information remains non-public or legally protectable. Other confidentiality duties last for five years after termination.

Unauthorised copying, disclosure, sharing, competitive use or misuse of Private Demo Materials may cause serious harm that money alone cannot repair. Porosi may revoke access immediately and seek an injunction, specific performance, damages, an account of profits, legal costs and any other available remedy.

17. Disclaimers

To the maximum extent the law permits, the Services are provided "as is" and "as available". Except for an express commitment in these Terms or a signed agreement, Porosi excludes implied conditions, warranties and representations, including satisfactory quality, fitness for a particular purpose, non-infringement, accuracy and uninterrupted availability.

We do not promise that Porosi will meet every requirement, work without interruption or error, be compatible with every system or produce complete and accurate data, reports, forecasts, invoices, stock figures, accounting syncs, AI-assisted output, notifications or integration results. Review output before relying on it.

Porosi is not responsible for Supplier goods, Supplier-Buyer contracts, food safety, allergens, product quality or legality, delivery, returns, refunds, tax filings, accounting decisions, statutory records or Third-Party Services.

18. Limitation of liability

A) Excluded damages

To the maximum extent the law permits, Porosi is not liable for indirect or consequential loss; loss of profit, revenue, business, goodwill, anticipated savings, opportunity, reputation, contracts or data; business interruption; substitute-service costs; or loss arising from a Supplier-Buyer dispute, even if that loss was foreseeable or we were told it was possible.

B) Liability cap

To the maximum extent permitted by law, Porosi's total aggregate liability for all claims arising from or connected with the Services, these Terms or a Subscription—including non-contractual claims—will not exceed the amount you paid or owed Porosi for the Services during the 12 months immediately before the event giving rise to the claim.

C) Exceptions

Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law. This includes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any other mandatory statutory liability.

D) Reasonableness

These limits reflect the nature and price of the Services, the availability of insurance and negotiated enterprise terms, and the fact that Suppliers retain responsibility for their goods, customers, records, backups, accounting and regulated duties.

19. Indemnity

You will indemnify and hold harmless Porosi, its directors, officers, employees, contractors, affiliates and licensors against third-party claims, losses, liabilities, penalties, fines and reasonable legal costs arising from:

• your Customer Data, including allegations that it infringes rights, was unlawfully collected, or was processed without required notices, consents, or lawful bases;
• your goods, product information, allergen or ingredient information, pricing, stock data, fulfilment, delivery, returns, refunds, recalls, tax treatment, or customer service;
• Supplier-Buyer disputes or contracts;
• your breach of these Terms, Documentation, law, or third-party rights;
• your unauthorised access, copying, recording, disclosure, sharing, competitive use, or misuse of Private Demo Materials or other Porosi confidential information;
• your integrations, API clients, credentials, devices, systems, or downstream processing;
• your unauthorised, negligent, fraudulent, or wilful acts or omissions.

We will give reasonable notice of an indemnified claim, allow you to control the defence where appropriate and cooperate reasonably at your cost. You may not settle in a way that admits Porosi's fault, binds Porosi or affects our rights without prior written consent.

20. Suspension and termination

A) Suspension

We may immediately restrict or suspend the affected access if we reasonably believe your use creates a serious security, legal, operational, payment, fraud, data-protection, third-party or service-integrity risk. Where reasonable, we will explain the issue and work with you to restore access once it is resolved.

B) Termination by you

Cancel through the process in the Services or order form, or contact support if no self-service option is available. Cancellation does not remove fees or minimum-term amounts already due.

C) Termination by Porosi

We may terminate if you materially breach the agreement, do not pay undisputed overdue fees, become insolvent, cease trading, use Porosi unlawfully or create a risk that cannot reasonably be controlled. Where the issue can reasonably be fixed, we will normally give notice and an opportunity to do so.

D) Effect of termination

• Your right to use the Services ends.
• Unpaid fees and obligations accrued before termination remain due.
• You should export Customer Data before termination or within any available export window.
• We may delete, retain or de-identify Customer Data as these Terms, the Privacy Policy, Schedule A and law allow.
• Clauses designed to continue will survive, including payment, Customer Data, data protection, confidentiality, intellectual property, disclaimers, liability, indemnity, disputes and general legal terms.

21. General legal terms

A) Governing law and courts

The law of England and Wales governs these Terms, the Services and related contractual or non-contractual disputes. The courts of England and Wales have exclusive jurisdiction unless mandatory law requires another forum.

B) Informal resolution

Before filing a claim, each party will make reasonable efforts to resolve the issue informally. Email [email protected] with enough information to understand and investigate the dispute.

C) Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including internet or hosting failure, utility outage, cyberattack, labour or supply-chain disruption, natural disaster, war, civil unrest, epidemic, government action, app-store action or third-party platform failure. Force majeure does not cancel payment obligations already due.

D) Assignment

You may not transfer this agreement without our written consent, except to a non-competing successor that takes on every obligation as part of a merger, reorganisation or sale of substantially all assets. Porosi may transfer it to an affiliate or successor as part of a financing, reorganisation, merger or asset sale.

E) Severability, waiver, and entire agreement

If a clause is unenforceable, the remaining clauses stay in force and the affected clause will be interpreted or replaced as closely as law allows to achieve its commercial purpose. A delay in enforcing a right is not a waiver. These Terms and the incorporated documents form the entire agreement unless a signed agreement says otherwise.

F) No partnership or agency

Nothing here creates a partnership, franchise, joint venture, fiduciary, employment, agency or exclusive relationship between you and Porosi.

G) Export, sanctions, and anti-corruption

Comply with applicable export-control, sanctions, anti-bribery, anti-corruption, anti-money-laundering and trade laws. Do not use Porosi for a prohibited person, country, good or transaction.

H) Third-party rights

Apart from Porosi's indemnified parties and licensors, only you and Porosi may enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Schedule A: Data Processing Addendum

This Schedule applies when Porosi processes personal data for a Supplier under UK GDPR or EU GDPR. It is part of the agreement. A separately signed DPA controls where it expressly differs.

1. Roles

For Customer Data a Supplier submits about its Buyers, staff, contacts, accounts, delivery recipients and Order users, the Supplier is normally controller and Porosi is normally processor. Porosi is controller for purposes we decide ourselves, including account administration, billing, security, abuse prevention, our marketing, service analytics, legal compliance and service management.

2. Processing details

3. Processor obligations

• Porosi will process personal data only on documented instructions from the controller, including these Terms, order forms, Documentation, product settings and lawful user actions, unless the law requires otherwise.
• People authorised to process personal data for Porosi will be subject to confidentiality duties.
• Porosi will use appropriate technical and organisational measures, taking account of the processing, risk, implementation cost and available technology.
• Taking account of the processing and information available to us, Porosi will reasonably assist with data-subject requests, security duties, breach notices, impact assessments and regulator consultations where the law requires it.
• Porosi will notify the controller without undue delay after becoming aware of a confirmed personal-data breach affecting Customer Data we process for it.
• At the end of processing and on reasonable written request, Porosi will delete or return personal data unless law, backups, disputes, fraud prevention or legitimate records require or permit retention.
• Porosi will provide information reasonably needed to demonstrate compliance and will support audits within section 7 of this Schedule.

4. Subprocessors

You generally authorise Porosi to use subprocessors for hosting, storage, databases, email, analytics, monitoring, support, payments, security, app distribution, notifications, accounting integrations and other service operations. Porosi remains responsible for their processor obligations to the extent data-protection law requires.

A subprocessor must accept data-protection duties materially equivalent to the relevant duties in this Schedule. We will provide current subprocessor information on request or through a published list when available. You may object to a new subprocessor on reasonable data-protection grounds. If we cannot resolve a valid objection, your remedy is to stop using and terminate the affected Service.

5. International transfers

Porosi and its subprocessors may process personal data in the United Kingdom, EEA, United States and other provider locations. Where required, we use an approved transfer route such as UK adequacy regulations, standard contractual clauses, the UK International Data Transfer Agreement or UK Addendum, and other lawful safeguards.

6. Security measures

Measures may include access and authentication controls, least privilege, encryption in transit, backup processes, monitoring, logging, vulnerability management, tenant isolation, incident response, secure development and personnel confidentiality. We may evolve those measures without materially reducing the overall protection of Customer Data.

7. Audits

On reasonable written request, Porosi will provide information reasonably needed to show compliance. Unless a regulator or confirmed breach reasonably requires more, an audit is limited to once a year, during business hours and under confidentiality. It must not compromise security, another customer, trade secrets or service operations. Where appropriate, Porosi may answer through policies, security summaries, questionnaires, certifications or independent reports.

8. Controller obligations

As controller, you are responsible for lawful bases, notices, consents, accuracy, data minimisation, retention choices, data-subject responses and lawful instructions. Do not instruct Porosi to process personal data unlawfully.

Schedule B: Product-specific responsibility rules

1. Food, allergens, regulated goods, and product data

Suppliers remain solely responsible for food safety, allergens, ingredients, labelling, warnings, substitutions, regulated goods, product quality, storage, temperature control, suitability, recalls and all product information shown to Buyers. Porosi does not verify product information or provide food-safety or regulatory advice.

2. Stock, inventory, and fulfilment

Stock, inventory, buy-list, suggested-purchase, incoming, committed, projected and fulfilment information depends on user entries, integrations and operational events. Review and correct it before purchasing, fulfilling, accounting or making a customer commitment.

3. Orders, invoices, and accounting sync

An Order or invoice may remain a draft, estimate, operational record or integration output until the responsible Supplier approves it. The Supplier is responsible for final invoice approval, tax, statutory records, accounting approval, journals and reconciliation.

4. Buyer communications

Suppliers are responsible for the content, timing, recipients and lawfulness of messages sent to Buyers through or because of Porosi, including Order updates, invoices, payment reminders, marketing and operational notifications.

Contact

• Legal: [email protected]
• Privacy: [email protected]
• General: [email protected]
• Registered company: Porosi Ltd, company number 17185812, registered in England and Wales.