Terms and Conditions
Publish Date: 06 March 2026
These Standard Terms and Conditions (“Terms”) govern your access to and use of the software, solutions, platform, and related services (the “Service”) provided by “B2BE”. These Terms form an integral part of the Agreement.
By accessing, using, or registering for our Service, “Customer” agrees to be legally bound by these Terms. If you do not agree to these Terms, do not use the Service.
If there is any conflict between these Terms and a previously signed quotation, proposal or any other legal document, the terms of that quotation, proposal or any other legal document shall take precedence.
1. CO-OPERATION BETWEEN THE PARTIES
Each party agrees to co-operate with the other party, including by (where necessary):
1.1 Providing the other party relevant information which is required to establish or maintain the service;
1.2 Sharing information regarding each party’s information systems;
1.3 Agreeing the form and protocols in which data is to be transmitted between the parties;
1.4 Agreement on contingency measures in the event that the Service becomes unavailable.
2. AGREEMENT DEFINITION
2.1 “Agreement” means these Terms and Conditions, including any schedules, appendices, amendments, Master Service Agreement (MSA), contract, quotation, proposal or documents expressly incorporated by reference, as accepted by the parties and as may be updated from time to time.
3. OWNERSHIP AND RIGHTS
3.1 Software:
B2BE will retain all copyright in the B2BE Software and systems (including enhancements), and is authorised to include, or supply the B2BE Software or systems to third parties under this Agreement.
3.2 Marketing:
Your company details may be published as a customer listing viewable by others to help identify potential B2BE Trading Partners.
4. WARRANTY
4.1 Customer acknowledges that the B2BE Software and systems cannot be guaranteed to be error free and further acknowledge that the existence of any errors shall not constitute a breach of this Agreement. However, B2BE will endeavour to rectify any issues or errors in a timely manner as set out in the B2BE Support Priorities.
4.2 Notwithstanding the above, B2BE warrants that the B2BE Software and systems are thoroughly tested and fit for marketing, installation and use for its intended purpose and will perform in accordance with the Documentation. For the purposes of this Agreement, ‘Documentation’ means all user manuals and other materials supplied by B2BE describing the B2BE Software and its operation.
5. PATENTS AND COPYRIGHTS
5.1 Software copyright:
5.1.1 Customer acknowledges that the B2BE Software, systems, and Documentation are subject of copyright. Customer shall not do any act which infringes that copyright and, without limiting the generality of the foregoing, Customer acknowledges that it may not copy the software or documentation except as otherwise expressly authorised by this Agreement.
5.1.2 Both parties shall indemnify one another fully against all liabilities, costs and expenses that maybe incurred to a third party as a result of a breach of the copyright provisions of this Agreement and the supply of software.
6. FAIR AND REASONABLE USE
6.1 The Customer must use the Software Services solely for their intended business purpose and within reasonable operational limits, as defined in the applicable Service Agreement or Service Contract.
6.2 B2BE may restrict, suspend, or otherwise take appropriate action, including charging the customer, if usage is excessive, harmful, or adversely affects system performance, such as when transaction volumes are disproportionately high relative to the cost of providing the Service.
7. DATA OWNDERSHIP AND STORAGE
7.1 Data ownership and confidentiality:
7.1.1 All data sent and received by Customer to and from B2BE will remain the property of Customer. B2BE will to the best of its ability ensure data is kept confidential from third parties who are not permitted access or to view the data. B2BE will not use the data for purposes other than for purposes approved by Customer.
7.1.2 Customer remains fully responsible for the business content of the documents exchanged including their compliance to relevant law as well as for any resulting business commitment; regardless of whether it was authorized by Customer or made by third parties that were acting on Customer’s behalf.
7.2 Data Storage and Retention Period:
7.2.1 B2BE agrees to maintain all Customer documents and data online for a period of three (3) months to enable online access by Customer through the B2BE Customer Centre.
7.2.2 Data once removed from the B2BE production system will be archived within the B2BE archive environments.
8. PRIVACY
8.1 B2BE collects information to deliver the services as defined in this Agreement to Customer. B2BE takes privacy very seriously, view the latest B2BE Privacy Policy here.
9. GENERAL DATA PROTECTION REGULATION
9.1 B2BE has implemented appropriate technical and security processes to ensure that B2BE complies with the General Data Protection Regulation (GDPR) obligations. For further information regarding B2BE’s commitment to GDPR view here.
10. PRODUCT ENHANCEMENTS AND UPGRADES
10.1 All B2BE product enhancements and upgrades will be defined, developed and released by B2BE, and will not be restricted to Customer’s requirements.
10.2 All B2BE product enhancements and upgrades requested by Customer and specific to Customer will be charged to Customer based on time and material costs agreed to by Customer.
11. NON-DISCLOSURE
11.1 Both parties agree not to disclose any details of this Agreement to any third party. Both parties may disclose details of this Agreement on a needs basis only to those personnel who are required to know and will have to be advised of this non-disclosure clause. Both parties also agree that this clause shall survive termination or expiration of this Agreement.
12. AGREEMENT DURATION AND RENEWAL
12.1 This Service Agreement between the Customer and B2BE shall remain in effect for an initial term of 12 months from the date of signing (“Initial Term”). Following this period, it will automatically renew for successive 12-month periods (“Renewal Term”) unless:
a) Terminated by either party in accordance with Clause 17.2; or
b) Either party provides at least 28 days written notice prior to the end of the Initial Term or any Renewal Term to discontinue the Agreement.
12.2 This Service Contract between the Customer and B2BE shall remain in effect for an initial term of 3 years from the Effective Date (“Initial Term”). Following this period, it will automatically renew for successive 3-year periods (“Renewal Term”) unless:
a) Terminated by either party in accordance with Clause 17.2; or
b) Either party provides at least 60 days written notice prior to the end of the Initial Term or any Renewal Term to discontinue the Agreement.
12.3 In the event that the Customer chooses to terminate this Agreement before the expiry date, B2BE reserves the right to continue billing the Customer for all monthly service fees until the end of the Agreement term, as specified in Clause 12.1 or 12.2. The Customer may fulfill this payment obligation either through a one-time lump sum payment or by continuing monthly payments until the Agreement’s expiry date.
13. SUSPENSION
13.1 In the event that the Customer fails to settle overdue accounts, B2BE reserves the right to suspend all B2BE services and restrict Customer from accessing the B2BE environment until all outstanding payments are settled. Suspension will take immediate effect upon written notice to the Customer regarding the overdue payments.
13.2 During suspension period, the Customer shall remain responsible for any accrued charges.
13.3 B2BE will charge a reactivation fee upon giving access to B2BE services after suspension.
13.4 B2BE shall not be liable for any costs, damages, losses incurred by the Customer or any third parties as well as any legal proceedings against the Customer due to the suspension of B2BE services in accordance to this clause.
14. AMENDMENT
14.1 B2BE reserves the right to update or modify its Terms and Conditions and Support Service Level Agreement (SLA) from time to time to reflect changes in business practices, applicable laws, or service offerings.
14.2 Any such updates shall become effective 30 days after being posted at https://www.b2be.com/tandcsasc/ and https://www.b2be.com/tandcsasc/spsla, unless otherwise required by law.
14.3 B2BE may modify the Terms at any time. Modifications to the Terms are posted online at: https://www.b2be.com/tandcsasc/
14.4 If the Customer reasonably believes that any such update materially and adversely affects its rights or obligations under this Agreement, the Customer may provide written notice of objection within 15 days of the update, in which case the Parties shall work in good faith to resolve the concern within 15 days from the date of notice of objection. If no agreement is reached, either Party may terminate the Agreement with the notices period stipulated in the service agreement.
15. DISPUTE RESOLUTION
15.1 Either party may give the other party notice of a dispute under this Agreement. The parties must initially attempt to resolve any such dispute at the level where it arose:
(a) if the parties are unable to resolve a dispute under within 30 days of the dispute arising, the parties will refer the dispute to the B2BE Management and to Customer’s Management who must each negotiate in good faith to resolve the dispute.
(b) if the parties are unable to resolve a dispute within 30 days of the dispute being referred, the parties will refer the dispute to arbitration by an independent expert. The parties must agree upon the selection of the independent expert.
16. ENTIRE AGREEMENT
16.1 This Agreement contains the entire Agreement between the parties with respect to its subject matter and supersedes all prior Agreements and understandings between the parties in connection with it.
17 TERMINATION
17.1 A party may terminate this Agreement with immediate effect by giving notice to the other party if:
(a) fraud, spam or other criminal acts are noted on behalf of that other party or its end user
(b) that other party breaches any provision of this Agreement and fails to remedy the breach within 90 days after receiving notice requiring it to do so;
(c) any event referred to in the sub-clause below happens to that other party.
17.2 Each party must notify the other party immediately if:
(a) there is any change in the direct or indirect beneficial ownership or control of that party;
(b) that party disposes of the whole or part of its assets, operations or business other than in the ordinary course of business;
(c) that party ceases to carry on business;
(d) that party ceases to be able to pay its debts as they become due;
(e) any step is taken by a mortgagee to take possession or dispose of the whole or part of that party’s assets, operations or business; or
(f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator or other like person of the whole or part of that party’s assets, operations or business.
18. ASSIGNMENT
18.1 Neither party may assign its rights under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld.
19. FORCE MAJEURE - CIRCUMSTANCES BEYOND BOTH PARTIES DIRECT CONTROL
19.1 Neither B2BE nor Customer shall be responsible for failure to fulfil any obligation under this Agreement due to event or circumstances beyond its control. Such events shall include but not be limited to acts of God, war, strikes, labour disruption, disruption of common carriers or utilities and similar events. If either party should fail to make any delivery or payment provided for herein as a result of any such event or circumstance, that party shall have the right to make delivery or payment within a reasonable time after the cause of such delay has been removed and the other party shall be obligated to accept deferred delivery or payment.
20. LIABILITY OF B2BE
20.1 Except as expressly provided to the contrary, B2BE shall not be under any liability to Customer in respect of any loss or damage (including consequential or indirect loss or damage) however caused, which may be suffered or incurred in respect of the supply of goods or services pursuant to this Agreement or the failure of B2BE to comply with its obligations under this Agreement.
20.2 Except as expressly provided to the contrary, all warranties relating in any way to the subject matter of this Agreement are excluded.
20.3 Where any statute implies terms into this Agreement that cannot be lawfully excluded, such terms will apply to this Agreement. However, the liability of B2BE for any breach of such terms shall be permitted if that Act be limited, at the option of B2BE, to any one or more of the following:
20.3.1 If the breach relates to goods provided by B2BE, at B2BE’s discretion:
(a) the replacement of the goods or the supply of equivalent goods or services;
(b) the repair of such goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
20.3.2 If the breach relates to services provided by B2BE, at B2BE’s discretion:
(a) the supplying of the service again; or
(b) the payment of the cost of having the service re-instated again.
21. GOVERNING LAW
21.1 Unless agreed otherwise in writing between all parties, this Agreement shall be construed and interpreted in accordance with the laws, regulations, and ordinances of the jurisdictions in which it operates or does business.
22. PROJECT DELIVERY
22.1 This agreement outlines the initial requirement provided and agreed to by the customer. Any changes to the initial requirement discovered during detail project scoping may result in additional charges, these will be quoted separately and require signoff.
22.2 Detailed project planning will begin only after the quotation is formally accepted. A formal scoping template outlining the responsibilities and deliverables must be signed off via email, and no work will commence until the email signed off is received.
22.3 Any modifications to the scoping template signed off may incur additional charges. Such charges shall be quoted and are subject to the Customer’s agreement before implementation.
22.4 All supplementary quotes will be invoiced separately.
23. PROJECT BILLING AND RECURRING FEES
23.1 Total Project fees will be invoiced upon acceptance.
23.2 If a project is not started by customer within 3 months of a signed agreement or customer put on hold for over 6 months, B2BE reserves the right to abort the project. In such an event, B2BE will notify the customer in writing and no refunds will be issued.
23.3 B2BE reserves the right to withhold promotion of work to production environment until full payment for the project has been received. Customer may not withhold payment until the work is completed.
23.4 One Time fees and Recurring Fixed fees shall be invoiced and become payable upon acceptance of service agreement or service contract.
23.5 All on-going recurring charges apply in accordance with your signed Agreement; and standard transaction charges apply to the new relationship(s) based on your current rates unless otherwise specified.
23.6 All charges are in local currency and are exclusive of local tax unless otherwise stated in agreement.
24. PAYMENT TERMS
24.1 Payment terms are thirty (30) days after date of invoice.
24.2 If Customer reasonably disputes any portion of an invoice, Customer must contact B2BE in writing within thirty (30) days from the date of the invoice to be eligible for a billing adjustment.
24.3 Customer shall pay B2BE on demand the rate prescribed by the relevant Late Payment of Commercial Debt (Interest) Act or equivalent, of the where the agreement is signed, from the date of payment until the date payment is made. Where there is no Act in place Customer shall pay B2BE on demand the interest rate of nine percent (9%) per annum on overdue amounts owed by Customer to B2BE which interest shall be calculated daily and paid on demand. All costs and expenses associated with collecting overdue amounts, including but not limited to legal fees of B2BE, are to be paid by Customer as a debt due and payable under the Agreement. All Customer payments shall be applied first to such costs and expenses, secondly to the accrued interest and thirdly to overdue amounts.
25. PRICE REVIEW
25.1 The pricing for the provided services shall remain fixed throughout the “Initial Term” under clause 12.1 and 12.2.
25.2 Upon the commencement of the “Renewal Term”, B2BE reserves the right to review and adjust the pricing structure. Adjustments will be made in line with changes in the Consumer Price Index (CPI) as published by CPI source in where the agreement is signed or any successor index that may replace it.
25.3 Any modifications to the charges outlined in Clause 25.2 will be communicated in writing with a notification period of thirty (30) days.
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