Purchase Order Terms and Conditions

This Purchase Order Terms and Conditions (“Agreement“) is entered into as of the Effective Date by and between Feedzai and the Supplier, as identified in the signatures section, and establishes the terms and conditions applicable to all purchases of goods, services, and/or deliverables by Feedzai from the Supplier by means of a purchase order (“PO”) issued by Feedzai to the Supplier.

1. Definitions.
   1. “Confidential Information” non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary information, intellectual property, trade secrets business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, Personal Data and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.
   2. Good(s)” means any goods, products or service deliverables provided by the Supplier to Feedzai as described in the applicable PO.
   3. “Invoice(s)” means any properly rendered invoices issued by the Supplier. Properly rendered invoices must include PO number, complete bill-to address, good part numbers and quantities, description of Goods or Services, unit prices, applicable tax or other charges, and extended totals.
   4. “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) processed under this Agreement (if any).
   5. “Personnel” means the Services Provider’s employees or other individuals with a contractual relationship with Services Provider.
   6. “PO(s)” means any ordering documents for purchases hereunder, including addenda thereto, issued by Feedzai to the Supplier from time to time.
   7. “Service(s)” means any Services provided by the Supplier to Feedzai as described in the applicable PO.
“Term” the period for which Feedzai has engaged Supplier Services and/or Goods ordered by means of a PO; such period commence on (i) the start date of the commencement of performance or (ii) the start date defined in the applicable PO, whichever is earlier; and shall remain in force for the Term specified therein.
2. Scope.
Pursuant to the execution of a PO and subject to the terms and conditions of this Agreement, Supplier agrees to perform the Services and/or provide the Goods described in the applicable PO.
3. Payment Terms.
   1. Invoices.
      1. Supplier will Invoice Feedzai upon Feedzai acceptance of the Goods and Services by submitting Invoices to Feedzai.
      2. Supplier will issue all Invoices on a timely basis.
      3. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Supplier which are inconsistent with the terms and conditions of this Agreement and/or set forth on the PO, are hereby rejected. To the extent that a PO might be treated as an acceptance of Supplier’s prior offer, such acceptance is expressly made on condition of assent by Supplier to the terms hereof; shipment of the Goods or beginning performance of any Services by Supplier shall constitute such assent. Feedzai hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Feedzai shall not be subject to any charges or other fees as a result of such cancellation.
      4. Except as specifically stated in the PO, Supplier will be responsible for all costs it incurs in connection with providing the Goods or Services, including Personnel’s expenses. Feedzai will pay any undisputed portion of an Invoice for accepted Goods or Services within sixty (60) business days following the later of: (1) delivery of the Goods or completion of Services, or (2) receipt of an Invoice by Feedzai accounts payable department. Supplier will receive no royalty or other remuneration on the production or distribution of any products developed by Feedzai or Suppliers in connection with or based on the Goods or Services provided.
      5. Price increases,  additional charges, or expenses not expressly set out in the applicable PO shall not be effective unless approved to in advance in writing by Feedzai.
      6. Feedzai is not obligated to pay any Invoice submitted hundred and eighty (180) days or more after a Good is shipped or Services are completed.
      7. In addition to other rights and remedies Feedzai may have, Feedzai may offset any payment obligations to Supplier that Feedzai may incur under the Agreement against any fees owed to Feedzai and not yet paid by Supplier under the Agreement or any other agreement between Supplier and Feedzai.
      8. If Feedzai initiates an Invoice dispute, Feedzai will include a written description of the disputed portion of the Invoice. Upon Feedzai request, Supplier will issue separate Invoices for undisputed and disputed amounts. Payment of undisputed amounts will not limit Feedzai’ right to object and refuse payment of disputed amounts.
      9. Supplier shall maintain written or electronic records reflecting the basis for any charges billed in connection with a PO for at least 3 (three) years after Supplier’s receipt of Feedzai’ final payment with respect to the PO.
   2. Taxes
      1. The amounts to be paid by Feedzai to Supplier do not include taxes. Feedzai is not liable for any taxes that Supplier is legally obligated to pay, including net income or gross receipts taxes, franchise taxes, and property taxes.
      2. Feedzai will pay Supplier any sales, use or value added taxes it owes due to this Agreement and which the law requires Supplier to collect from Feedzai. If Feedzai provides Supplier a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. Supplier will indemnify and hold Feedzai harmless from any claims, costs (including reasonable attorneys’ fees) and liabilities related to Supplier’s taxes.
      3. If the law requires Feedzai to withhold taxes from payments to Supplier, Feedzai may withhold those taxes and pay them to the appropriate taxing authority. Feedzai will deliver to Supplier an official receipt for such taxes. Feedzai will use reasonable efforts to minimize any taxes withheld to the extent allowed by law.
4. Goods and/or Services.
   1. Delivery of Goods.
      1. Unless otherwise specified in the PO, Supplier will deliver Goods DDP (Incoterms 2010), with title and risk of loss transferring from Supplier to Feedzai at the delivery destination.
      2. When the Supplier is responsible for exporting or importing Goods, Supplier will obtain all authorisations and permits necessary to fulfil all applicable governments’ requirements for the Goods shipment.
      3. Upon Feedzai request, Supplier will provide Feedzai with any information Feedzai reasonably requests regarding the importation of the Goods.
      4. Feedzai reserves the right to refuse any delivery made more than five (5) days before the delivery date and Supplier will re-deliver the Goods on the correct date at the Supplier’s expenses. In addition, Feedzai may return to the Supplier, at its expense, any quantity of Goods exceeding that specified in the PO.
      5. If a Good shipment (or part of a shipment) is likely to be delayed, Supplier will: (1) promptly notify Feedzai in writing and immediately propose a new delivery date, (2) use best efforts to expedite delayed Goods at Supplier’s expense, and (3) issue Feedzai a discount or refund on the purchase price for Goods delivered late, unless otherwise agreed by the parties. In addition to other remedies applicable, Feedzai may (a) cancel without liability the applicable PO or portions of the PO for late Good not yet delivered, or (b) cover for late Good by sourcing products from another supplier, at Supplier’s reasonable expense.
   2. Representations and Warranties.
      1. Goods. Supplier warrants that: i) it has good and transferable title to the Goods and that all Goods provided will be new and will not be used or refurbished; ii) all Goods delivered shall be free from all defects and shall conform to all applicable specifications and any statements of work signed by an authorized representative of Feedzai for a period of fifteen (15) months from the date of delivery to Feedzai or for the period provided in Supplier`s standard warranty covering the Goods, whichever is longer. Supplier hereby agrees that it will make spare or compatible parts available to Feedzai for a period of five (5) years from the date of shipment at Supplier’s then current price, less applicable discounts. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Supplier’s agents, and to all warranties provided for by applicable laws. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Supplier shall furnish to Feedzai its standard warranty and service guarantee applicable to the Goods. All warranties shall run both to Feedzai and to its customers. If Feedzai identifies a warranty problem with the Goods during the warranty period, Feedzai will promptly notify Supplier of such problems and will return the Goods to Supplier, at Supplier`s expense. Within five (5) business days of receipt of the returned Goods, Supplier shall, at Feedzai’ option, either repair or replace such Goods, or credit Feedzai’ account for the same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.
      2. Services. Supplier represents and warrants that; i) all Services shall be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good, and sound professional procedures; ii) Services shall be completed in accordance with applicable specifications and any statements of work signed by an authorized representative of Feedzai and shall be correct and appropriate for the purposes stated therein; iii) the performance of Services under this Agreement and/or the PO will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound.
5. Inspection.
   1. Feedzai shall have a reasonable time after receipt of Goods and before payment to inspect them for conformity to the Agreements and/or PO and applicable specifications and any statements of work signed by an authorized representative of Feedzai.
   2. Goods or Services received prior to inspection shall not be deemed accepted until Feedzai has run adequate tests to determine whether the Goods or Services conform thereto.
   3. Use of a portion of the Goods or part of the Services for the purpose of testing shall not constitute an acceptance of the Goods or Services. If Goods tendered or Services provided do not wholly conform with the provisions hereof, Feedzai shall have the right to reject such Goods or Services. Nonconforming Goods will be returned to Supplier freight collect and risk of loss will pass to Supplier upon Feedzai’ delivery to the common carrier. Nonconforming Services will, at Feedzai discretion, either be redone or rejected with full refund in ten (10) days.
6. Insurance.
Supplier shall be solely responsible for maintaining adequate health, auto, workers’ compensation, unemployment compensation, disability, liability, and other insurance, as is required by law or as is the common practice in Supplier’s trades or businesses, whichever affords greater coverage. Upon request, Supplier shall provide Feedzai with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Supplier shall provide adequate coverage for any Feedzai property under the care, custody or control of Supplier or Supplier’s Affiliates. The purchase of such insurance shall not satisfy, modify or limit Supplier´s obligations or liability hereunder.
7. Liability and Indemnity.
   1. Supplier will defend, indemnify and hold harmless Feedzai (or any Affiliate) against all claims, demands, loss, costs, damages, and actions for: (a) actual or alleged infringements of any third party intellectual property or other proprietary rights, which arise in connection with the provision of the Goods and/or Services under this Agreement and/or the PO; (b) any claim that, if true, would constitute a breach of Personal Data or any Supplier warranty contained herein; (c) any act or omission of or failure to comply with applicable laws, rules or regulations by Supplier or Supplier’s agents, employees, or subcontractors; (d) any breach of confidentiality obligations; (e) the negligent or willful acts or omissions of Supplier or its subcontractors, which results in any bodily injury or death to any person or loss, disappearance or damage to tangible or intangible property; (f) any claims of its employees, affiliated companies or subcontractors regardless of the basis, including, but not limited to, the payment of settlements, judgments, and reasonable attorneys’ fees.
   2. IN NO EVENT WHETHER AS A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OF STATUTE OR OTHERWISE, SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
   3. FEEDZAI’ TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND SUPPLIER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY FEEDZAI’ GROSS NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT AND/OR PO DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
8. Force Majeure.
Neither party will be liable for any failure to perform, including failure to accept performance of Services or take delivery of the Goods as provided, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of war, government action or accident, provided it promptly notifies the other party and uses reasonable efforts to correct its failure to perform.
9. Confidentiality.
   1. The Supplier shall keep the other party’s Confidential Information strictly confidential and use it solely to exercise its rights and/or fulfil its obligations under this Agreement and PO.
   2. Supplier may disclose Confidential Information only: (i) if the other party has given its prior written consent; (ii) if and to the extent that such Confidential Information is required to be disclosed by law, any regulatory authority or a court of competent jurisdiction, after giving reasonable notice to Feedzai; or (iii) to subcontractors and Personnel who have a reasonable need to know such information for the purpose of this Agreement under an appropriate obligation of confidentiality.
   3. The obligations in this clause shall remain for three (3) years from the Term, except with respect to any intellectual property, trade secrets and personal data for which there shall be no time limit.
10. Data Security (if applicable).
    1. If Supplier processes any Personal Data as part of performing the Services or providing Goods, Supplier agrees to comply with the following requirements, as applicable: (a) Processor Requirements. The Supplier, in its capacity as a processor or subprocessor of Personal Data will comply with the most current Supplier Data Protection Requirements and abide by Feedzai’ Data Processing Agreement (incorporated herein by reference upon its signature – if applicable) and (b) Independent Controller Requirements. If Supplier is a Controller of Personal Data that is collected, exchanged, or otherwise processed in connection with Supplier’s performance of these PO Terms, and Supplier’s purpose and means of processing that Personal Data is independent from Feedzai’ (or any of its affiliate’s) processing of the same Personal Data, then: (i) the obligations stated in clause 8.2.(a) will not apply to the Supplier with respect to those processing activities; (ii) the Supplier is independently responsible for compliance with the applicable Data Protection and Privacy Laws, namely responsible for identifying a lawful basis of Processing, for complying with all necessary transparency and lawfulness obligations for the collection, processing and use of the Personal Data as well as responding to data subjects’ requests to exercise their rights, and/or (c) Execute a separate addendum supplementing this PO regarding compliance with data protection law, including the General Data Protection Regulation.
    2. Supplier warrants and is responsible for collecting the necessary consent from each data subject whose Personal Data the Supplier provides Feedzai so that Feedzai and its Partners may lawfully send direct marketing.
    3. Supplier shall take all appropriate legal, organizational and technical measures to protect against unlawful and unauthorized processing of Personal Data or Feedzai Confidential Information. Supplier shall maintain reasonable operating standards and security procedures, and shall use its best efforts to secure confidential data through the use of appropriate physical and logical security measures including, but not limited to, appropriate network security and encryption technologies, and the use of reasonable user identification or password control requirements, including multiple-factor authentication, strong passwords, session time-outs, and other security procedures. If requested by Feedzai at any time during the term of this Agreement, Supplier shall provide Feedzai with a copy of Supplier’s then current security policy. Supplier shall promptly notify Feedzai in the event that Supplier learns or has reason to believe that any person or entity has breached or attempted to breach Seller’s security measures, or gained unauthorized access to Confidential Data (“Information Security Breach”). Upon any such discovery, Supplier will (a) investigate, remediate, and mitigate the effects of the Information Security Breach, and (b) provide Feedzai with assurances reasonably satisfactory to Feedzai that such Information Security Breach will not recur. If Feedzai determines that notices (whether in Feedzai or Supplier’s name) or other remedial measures (including notice, credit monitoring services, fraud insurance and the establishment of a call centre to respond to customer inquiries) are warranted following a Security Breach, Supplier will, at Feedzai request and at Supplier’s cost and expense, undertake the aforementioned remedial actions.
11. Term and Termination.
    1. Except as otherwise specified in the applicable PO or as otherwise agreed by the parties in writing, the Term of this Agreement will not automatically renew.
    2. Notwithstanding to any rights and obligations under the foregoing provisions or otherwise agreed by the parties in writing, Feedzai has the right to suspend or terminate this Agreement immediately upon written notice to Supplier if Supplier fails to perform the Service at the time or date agreed for that purpose or otherwise breaches this Agreement, files a petition in bankruptcy, becomes insolvent, is subject to external administration (or equivalent events under local law) or dissolves. In the event of such termination, Feedzai shall pay Supplier for the portion of the Services satisfactorily performed and those conforming Goods delivered to Feedzai through the date of termination, less appropriate offsets, including any additional costs to be incurred by Feedzai in completing the Services.
    3. Feedzai may terminate this Agreement or a specific PO for convenience upon thirty (30) days’ written notice to Supplier. Supplier shall cease to perform Services and/or provide Goods under this Agreement or the specific PO on the date of termination specified in such notice. In case of such termination, Feedzai shall be liable to Supplier only for those Services satisfactorily performed and those conforming Goods delivered to Feedzai through the date of termination, less appropriate offsets.
    4. Supplier may terminate this Agreement upon written notice to Feedzai if Feedzai fails to pay Supplier, pursuant to section 3.1.4.,after Supplier notifies Feedzai in writing that payment is past due. Upon the expiration or termination of this Agreement for any reason: (i) each party will be released from all obligations to the other arising after the date of expiration or termination, except for those which by their terms survive such termination or expiration; and (ii) Supplier will promptly notify Feedzai of all Feedzai confidential information or any work Product in Supplier’s possession and, at the expense of Supplier and in accordance with Feedzai’ instructions, will promptly deliver to Feedzai all such Feedzai confidential information and/or work product.
12. Subcontractors.
Supplier shall not subcontract, delegate or assign its obligations under this Agreement without Feedzai’s prior written consent. If Supplier proposes to subcontract any of its scope of work hereunder, it shall submit to Feedzai the name of each proposed subcontractor and a description of the corresponding proposed scope of work. Feedzai shall have the right to reject any subcontractor, or revoke its prior approval of a permitted subcontractor, which it considers unable or unsuitable to satisfactorily perform the work involved. Supplier shall include in its subcontracts, as flow-down provisions, provisions substantially similar to this Section and those other provisions of this Agreement relating to Personnel requirements, confidentiality and representations and warranties. Supplier shall require all permitted subcontractors to carry insurance at levels customary and appropriate for the types and volumes of Goods and/or Services being provided by such subcontractors. Supplier shall remain responsible for obligations, Services and functions performed by permitted subcontractors to the same extent as if these obligations, Services and functions were performed by Supplier employees. Supplier shall be Feedzai ‘s sole point of contact. Supplier shall promptly pay for all Services, materials, equipment and labor used by Supplier in providing the Goods and/or Services, and Supplier shall keep Feedzai ‘s premises free of all encumbrances. Supplier shall not enter into any cost-reimbursable contract with any proposed subcontractor without Feedzai’s prior written authorization. All cost-reimbursable subcontracts shall ensure that cost-reimbursable contract will have the right to inspect subcontractor’s facilities to ensure the progress of the work hereunder and to audit subcontractor’s records and books of account to ensure the applicability, validity and reasonableness of such costs, if such a subcontract is authorized by cost-reimbursable contract.
13. Miscellaneous.
    1. Entire Agreement. This Agreement, including all addenda, order or SOW signed by both parties (if any) and any applicable PO, constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
    2. No Variation. This Agreement may not be added to, modified, superseded, or otherwise altered, except if the parties have executed a separate written agreement governing Goods and/or Services in which case this latter agreement will prevail.
    3. Precedence. In the event of a conflict or inconsistency between the terms of this Agreement and the PO, such conflict or inconsistency shall be resolved in accordance with the following priority: (i) PO (ii) SOW (if any) (iii) Agreement (iv) Addenda (if any).
    4. Assignment. Neither party may delegate or assign (by operation of law or otherwise) any duties or claims under this Agreement or any part thereof (including any PO connected with this Agreement) without the prior consent of the other party, except that Feedzai may assign this Agreement, related POs or any part thereof to a parent, subsidiary, affiliate or a company into which Feedzai is merged or with which Feedzai is consolidated. This Agreement shall inure to the benefit of and be binding upon Feedzai and Supplier and their respective successors and permitted assigns.
    5. Survival. The provisions of this Agreement, which, by their terms, require performance after the termination or expiration or have application to events that may occur after the termination or expiration of this Agreement, will survive the termination or expiration of this Agreement. All indemnity obligations will be deemed to survive the termination or expiration of this Agreement.
    6. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, the rest of the Agreement will remain in effect. The parties agree that such provision or portion thereof shall be substituted by a provision with an equivalent legal and economic effect.
    7. Remedies and No Waiver. If Supplier breaches this Agreement, Feedzai shall have all remedies available by law and at equity. No waiver will be implied from Feedzai conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in writing signed by a duly authorized representative on behalf of the party claimed to have waived.
    8. Compliance with laws. In connection with the Agreement and to ensure that Feedzai contracts with Suppliers that adopt the best regulatory compliance practices, Supplier represents that it complies with and warrants that its Personnel are instructed to comply with all applicable laws, directives, regulations, statutes, policies and codes, namely, in relation to: i) anti-bribery, ii) anti-slavery, iii) human trafficking, iv) conflict minerals, v) employment, vi) import/export, vii) disposal of materials, and viii) privacy and data protection.
14. Governing Law and Jurisdiction.
    1. Feedzai entity with which Supplier is contracting under this Agreement and to whom Supplier should direct notices under this Agreement, shall be determined based on where Supplier has its registered offices.
    2. The table below identifies the exclusive jurisdiction and venue for any claim or action arising under or related to this Agreement and the law that governs this Agreement without regard to any national conflicts of law provisions and without regard to the United Nations Convention on the International Sale of Goods: