Supplier Agreement

1. Parties and acceptance

1.1 This Supplier Agreement is between Paragraph Software Limited (company number 16767863), registered in England and Wales with registered office at Building 2 Guildford Business Park, Guildford, England, GU2 8XG, trading as Gaurdius ("Gaurdius", "we", "us", or "our"), and the business or sole trader identified in the Supplier's account application ("Supplier", "you", or "your").

1.2 By creating a Supplier account, applying to join, accepting this Agreement electronically, or otherwise using the Platform as a Supplier, you agree to be bound by this Agreement.

1.3 This Agreement governs your access to and use of the Gaurdius Platform as a Supplier.

2. Definitions

2.1 "Client" means a person or organisation that uses the Platform to search for, enquire about, or arrange services from a Supplier.

2.2 "Fees" means commission, subscription fees, lead fees, listing fees, or other charges payable by the Supplier to Gaurdius under this Agreement, the onboarding materials, the Supplier dashboard, or another written commercial schedule.

2.3 "Introduced Client" means a Client first introduced to the Supplier through the Platform or through Gaurdius's marketplace activity.

2.4 "Catalogues" means the close protection and related security services offered by the Supplier.

2.5 "Supplier Contract" means the contract for Services entered into directly between the Supplier and the Client.

2.6 "Platform" means the Gaurdius website, software, workflows, communications tools, records, and related services made available to the Supplier.

3. Platform role and relationship

3.1 Gaurdius operates an online marketplace / introducer platform that helps Clients and Suppliers find each other, exchange information, and manage structured enquiries and records.

3.2 The Supplier is an independent business acting on its own account and is solely responsible for its Services, personnel, pricing, legal compliance, insurance, and contractual arrangements with Clients.

3.3 Unless Gaurdius expressly agrees otherwise in writing, Gaurdius is not the provider of the Supplier's Services, is not the employer of the Supplier or the Supplier's personnel, and is not a party to any Supplier Contract.

3.4 Nothing in this Agreement creates any employment, worker, partnership, agency, fiduciary, or joint venture relationship between Gaurdius and the Supplier, or between Gaurdius and the Supplier's personnel.

3.5 The Supplier has no authority to make statements, promises, or commitments on behalf of Gaurdius.

4. Eligibility and onboarding

4.1 The Supplier represents and warrants on an ongoing basis that it is duly organised or validly operating, has authority to enter into this Agreement, and is legally permitted to provide the Services it lists.

4.2 The Supplier must provide accurate, current, and complete onboarding information and must promptly update that information if anything material changes.

4.3 Gaurdius may request information or documents reasonably required for onboarding, risk review, listing publication, compliance checks, billing, or fraud prevention. This may include business details, identification, proof of authority, insurance information, licence information, tax details, or bank details.

4.4 Gaurdius may refuse, delay, suspend, or remove a Supplier from the Platform where information is missing, inaccurate, inconsistent, high-risk, or insufficient for the Platform's risk or legal requirements.

5. Supplier responsibilities

5.1 The Supplier is solely responsible for the Services it offers, including pricing, scope, scheduling, delivery, staffing, subcontracting, client communications, and performance.

5.2 The Supplier must comply with all laws, regulations, licence conditions, consumer protection rules, tax obligations, sanctions requirements, and industry obligations applicable to its business and Services.

5.3 Where the Supplier offers close protection or any other licensable private security activity in the UK, the Supplier must ensure that each individual performing that activity holds and maintains any required current SIA licence or other authorisation.

5.4 The Supplier must maintain appropriate insurance for its Services and personnel, including any legally required employers' liability insurance and appropriate public liability or other business insurance for the Services offered.

5.5 The Supplier must ensure that its personnel and subcontractors are appropriately trained, screened, competent, and lawfully engaged for the Services they perform.

5.6 The Supplier must notify Gaurdius promptly of any suspension, expiry, revocation, investigation, claim, insolvency event, or other matter that could materially affect the Supplier's eligibility, compliance status, or ability to perform the Services lawfully and safely.

6. Listings and profile content

6.1 The Supplier is responsible for all listing content, profile information, marketing statements, images, prices, and availability information it provides to Gaurdius or publishes through the Platform.

6.2 Listing content must be accurate, lawful, non-misleading, and kept up to date. The Supplier must not overstate its qualifications, licences, personnel, geographic coverage, or response capabilities.

6.3 The Supplier grants Gaurdius a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, adapt for formatting purposes, and use the Supplier's name, logo, profile content, images, and service descriptions to operate and promote the Platform.

6.4 The Supplier warrants that it has all rights necessary to grant the licence in clause 6.3 and that its content does not infringe the rights of any third party.

6.5 Gaurdius may edit formatting, moderate, suspend, or remove listing content where reasonably necessary for legal, operational, brand, or risk reasons.

7. Enquiries, booking requests, and Supplier Contracts

7.1 The Platform may allow Clients to submit enquiries, availability requests, booking requests, or other communications to Suppliers.

7.2 The Supplier decides whether to respond to, quote for, accept, decline, or withdraw from a request, subject to its own availability, legal obligations, and commercial judgement.

7.3 A Booking Request or platform record does not itself make Gaurdius a contracting party or make Gaurdius responsible for the Services.

7.4 The Supplier must ensure that, before a Client is bound, the Client receives the Supplier's own terms or other legally sufficient contract documentation covering the scope of Services, price, payment terms, cancellation and refund terms, complaint handling, and any other information the Supplier is legally required to provide.

7.5 The Supplier is solely responsible for preparing, issuing, storing, and enforcing its own quotes, proposals, invoices, and Supplier Contracts.

7.6 The Supplier must ensure that its contract and communications clearly identify the Supplier, and not Gaurdius, as the provider of the Services.

7.7 The Supplier must keep booking status information and other commercially relevant information reasonably up to date on the Platform or otherwise report it to Gaurdius if reasonably requested for commission tracking or support.

8. Consumer information and fair dealing

8.1 Where the Supplier contracts with a Client who is a consumer, the Supplier must comply with all applicable consumer law, including any requirements to provide pre-contract information, cancellation rights, complaint information, and lawful contract terms.

8.2 The Supplier must not use unfair terms, hidden charges, misleading descriptions, or misleading urgency claims in relation to its Services.

8.3 The Supplier is solely responsible for ensuring that any marketing, quote, or contract it issues is lawful and enforceable.

9. Fees, commission, and anti-circumvention

9.1 The Supplier must pay the Fees stated in the Supplier's plan, onboarding materials, dashboard, pricing page, or other written commercial schedule agreed with Gaurdius.

9.2 Unless a different trigger is stated in the commercial schedule, commission becomes earned when: (a) the Supplier enters into a Supplier Contract with a Client; or (b) the Supplier receives any deposit, payment, or other value from that Introduced Client for the relevant engagement, whichever happens first.

9.3 The Supplier must not circumvent the Platform or Gaurdius's introduction by moving a Client off-platform for the purpose of avoiding Fees.

9.4 Unless a different period is stated in the commercial schedule, an introduced Client remains an Introduced Client for commission purposes for 12 months after the first introduction or enquiry through the Platform, including renewals, extensions, repeat bookings, and materially related engagements during that period.

9.5 The Supplier must keep accurate records and, on reasonable notice, provide information reasonably necessary to verify whether Fees are due in respect of Introduced Clients.

9.6 Gaurdius may invoice Fees, deduct Fees from sums due to the Supplier where a managed payment flow is in place, suspend the Supplier's access for overdue sums, and recover unpaid Fees through reasonable enforcement means.

10. Payment flow

10.1 Unless Gaurdius expressly enables a managed checkout or payment service, Prices for the Supplier's Services are arranged directly between the Supplier and the Client under the Supplier Contract.

10.2 If Gaurdius later offers a managed payment flow, additional payment-provider terms may apply and the Supplier must comply with those terms, onboarding requirements, verification requests, chargeback procedures, and payout rules.

10.3 Gaurdius is not responsible for payment-provider decisions, account holds, fraud screening outcomes, delayed payouts, technical outages, or chargebacks except to the extent caused directly by Gaurdius's own breach of this Agreement.

11. Cancellations, complaints, refunds, and disputes

11.1 The Supplier must maintain clear and lawful cancellation, refund, and complaint terms and must communicate them to Clients before the Supplier Contract is formed where the law requires.

11.2 The Supplier is solely responsible for handling complaints about its Services, investigating issues, and deciding what refunds, credits, replacements, or other remedies are due under the Supplier Contract and applicable law.

11.3 Gaurdius may keep records of complaints and may request information or evidence from the Supplier in connection with a complaint, safety issue, fraud concern, legal request, or platform review.

11.4 The Supplier must cooperate promptly and in good faith with reasonable requests for information relating to bookings, complaints, refund requests, legal issues, and suspected misuse.

11.5 Gaurdius may use complaint patterns, safety reports, or non-cooperation as grounds for moderation, suspension, or removal from the Platform.

12. Data protection and confidentiality

12.1 Each party must comply with the data protection laws applicable to it.

12.2 Unless a separate data processing agreement says otherwise for a specific processing activity, the Supplier and Gaurdius act as separate controllers for the personal data they each process for their own purposes.

12.3 The Supplier must use personal data obtained through the Platform only to assess enquiries, communicate with Clients, perform Services, comply with law, handle billing or complaints, and otherwise fulfil lawful and legitimate purposes connected with the Supplier's business.

12.4 The Supplier must not use Client data for unrelated marketing or unrelated commercial exploitation unless it has a lawful basis and has provided any notice required by law.

12.5 The Supplier must apply appropriate security measures when storing, exporting, transmitting, or deleting personal data, including where the Supplier sends contracts or other documents outside the Platform.

12.6 Each party must keep confidential any non-public business, technical, security, and commercial information received from the other in connection with the Platform, except where disclosure is required by law or reasonably necessary to perform this Agreement.

13. Intellectual property and branding

13.1 Gaurdius retains all rights, title, and interest in and to the Platform, our software, branding, workflows, templates, and other Gaurdius materials, excluding Supplier-owned content.

13.2 The Supplier must not use Gaurdius trademarks, logos, or branding except as permitted by Gaurdius in writing or as reasonably necessary to identify that the Supplier is listed on the Platform.

13.3 The Supplier must not describe itself as "approved", "certified", or "guaranteed" by Gaurdius except to the exact extent of any status expressly shown by Gaurdius on the Platform.

14. Suspension and termination

14.1 The Supplier may stop using the Platform and terminate this Agreement on 30 days' written notice, subject to accrued obligations and any continuing rights relating to Fees, confidentiality, data, and existing Supplier Contracts.

14.2 Gaurdius may suspend or terminate this Agreement, a listing, or the Supplier's access immediately where we reasonably believe there is a breach of this Agreement, fraud, misuse, legal or regulatory risk, reputational harm, security risk, persistent complaints, non-payment, or insufficient compliance information.

14.3 On termination, the Supplier must stop presenting itself as an active Gaurdius Supplier and must pay any Fees already accrued or that become due from pre-termination Introduced Clients in accordance with this Agreement or the commercial schedule.

14.4 Termination of this Agreement does not affect any separate Supplier Contract already in force between the Supplier and a Client.

15. Supplier warranties and indemnity

15.1 The Supplier warrants that it will perform the Services lawfully, professionally, safely, and in accordance with the Supplier Contract and all applicable legal requirements.

15.2 The Supplier will indemnify and hold harmless Gaurdius, its officers, employees, contractors, and affiliates from and against losses, liabilities, claims, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Supplier's Services; (b) any Supplier Contract or its breach; (c) the acts or omissions of the Supplier or its personnel; (d) any claim that Gaurdius was the provider of the Services because of the Supplier's acts or statements; (e) the Supplier's breach of law, licence conditions, or this Agreement; and (f) the Supplier's unlawful or insecure handling of personal data.

16. Disclaimers and limitation of liability

16.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability for unpaid Fees.

16.2 Subject to clause 16.1, the Platform is provided on an "as is" and "as available" basis. Gaurdius does not guarantee booking volume, revenue, conversion, uninterrupted availability, client conduct, or the success of any Supplier listing or introduction.

16.3 Subject to clause 16.1, Gaurdius will not be liable for any indirect, consequential, special, or pure economic loss, including loss of profit, revenue, business, goodwill, data, or opportunity.

16.4 Subject to clause 16.1, Gaurdius's total aggregate liability to the Supplier arising out of or in connection with this Agreement will not exceed the total Fees actually paid by the Supplier to Gaurdius in the 12 months immediately preceding the event giving rise to the claim.

17. General

17.1 Gaurdius may update this Agreement from time to time by notice through the Platform, by email, or by other reasonable notification. Continued use after the effective date of the update will constitute acceptance of the revised version.

17.2 The Supplier may not assign or transfer this Agreement without Gaurdius's prior written consent. Gaurdius may assign this Agreement to a group company or as part of a sale, reorganisation, or transfer of the business operating the Platform.

17.3 If any provision of this Agreement is found unenforceable, the remaining provisions will continue in force.

17.4 This Agreement is governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction, except where mandatory law requires otherwise.