Supplier directory terms

Contents
  1. 1. Definitions and Interpretation
  2. 2. Status, Application and Precedence
  3. 3. Nature and Purpose of the Supplier Directory
  4. 4. No Endorsement, Sponsorship, Affiliation or Agency
  5. 5. Supplier Dealings
  6. 6. No Warranty as to Directory Content
  7. 7. The Customer's Obligations
  8. 8. Names and Marks
  9. 9. Access to the Supplier Directory
  10. 10. Correction and Removal of Listings
  11. 11. Personal Data in the Supplier Directory
  12. 12. Technologies Directory
  13. 13. Disclaimer of Warranties
  14. 14. Exclusion and Limitation of Liability
  15. 15. Indemnity
  16. 16. General

Version 24 September 2026

These Supplier Directory Terms are issued by Pallarium, a prototype service run before incorporation by its founder (the "Company"). They are supplemental terms within the meaning of the Master Terms of Service and form part of the Agreement between the Company and the Customer. Section 10 also sets out the procedure by which a Listed Company may request the correction or removal of a Listing. Section 3.9 (Operation before incorporation) of the Master Terms of Service applies to these Supplier Directory Terms, and every reference in them to the Company is to be read accordingly.

THESE SUPPLIER DIRECTORY TERMS CONTAIN A RELEASE GIVEN BY THE CUSTOMER (SECTION 5.4), A DISCLAIMER OF WARRANTIES (SECTION 13), AN EXCLUSION AND LIMITATION OF LIABILITY (SECTION 14) AND AN INDEMNITY GIVEN BY THE CUSTOMER (SECTION 15). THE RELEASE, THE EXCLUSION AND THE INDEMNITY EXTEND TO LOSSES CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OF THE COMPANY PARTIES. INCLUSION IN THE SUPPLIER DIRECTORY IS NOT AN ENDORSEMENT, A RECOMMENDATION OR A QUALIFICATION OF ANY SUPPLIER.

1. Definitions and Interpretation

1.1 Definitions. Capitalised terms used but not defined in these Supplier Directory Terms have the meanings given to them in the Master Terms of Service or in the Screening Results Terms. In addition:

(a) "Authorised Representative" means an individual who is an officer, employee or appointed legal representative of a Listed Company and who is authorised to act for it in respect of its Listing.

(b) "Category" means any class of equipment, material or service used by the Company to organise the Supplier Directory, and any association of a Category with an item of an Output.

(c) "Check" means the act, performed by the Company by automated or manual means on a stated or unstated date, of comparing a statement recorded in the Supplier Directory with text publicly available on a website or in a publication attributed to the Listed Company.

(d) "Correction Request" means a request by or on behalf of a Listed Company to amend any part of its Listing.

(e) "Directory Content" means every element of the Supplier Directory, including the names, Categories, Roles, Regions, countries, notes, counts, order of presentation and the association of any Listed Company with any Category or Output.

(f) "Listed Company" means any person named in the Supplier Directory, and "Listing" means the Directory Content relating to a Listed Company.

(g) "Marks" means names, trade names, business names, trademarks, service marks, brands, logos, domain names and other designations of origin, whether registered or unregistered.

(h) "Region" means any geographic area used by the Company to organise the Supplier Directory. A Listed Company is associated with a Region only where, according to material publicly attributed to the Listed Company, it offers goods or services in some part of that area.

(i) "Removal Request" means a request by or on behalf of a Listed Company that its Listing be removed from the Supplier Directory.

(j) "Role" means any designation used by the Company to describe the position of a Listed Company in supply, including manufacturer, packager, distributor and service company.

(k) "Supplier Dealings" means every communication, enquiry, Request for Quotation, quotation, proposal, negotiation, tender, contract, purchase order, delivery, installation, service, payment, warranty claim, dispute and other dealing between the Customer, any Authorised User or any Recipient and any Listed Company or other Supplier.

1.2 Interpretation. Section 1.2 (Interpretation) of the Terms applies to these Supplier Directory Terms.

2. Status, Application and Precedence

2.1 Application. These Supplier Directory Terms apply to every access to and use of the Supplier Directory and of any Directory Content, including any Directory Content that appears in an Output, a Document or a Saved Calculation.

2.2 Relationship with other terms. Every association of a Listed Company with an equipment category, an item of a bill of materials or any other Output is also an Output subject to the Screening Results Terms. In the event of conflict or inconsistency between these Supplier Directory Terms and any other part of the Agreement concerning the Supplier Directory, Directory Content or Supplier Dealings, these Supplier Directory Terms prevail, save only (a) as to the processing of Personal Data, which is governed by the Data Processing Addendum and the Privacy Policy in the order of precedence set out in Section 2.3 (Order of precedence) of the Terms; (b) as to Sanctions and Export Control Laws, where the Sanctions and Export Compliance Policy issued by the Company prevails; and (c) as to the resolution of disputes, where Sections 34 to 37 of the Terms prevail.

2.3 Cumulative protection. Each disclaimer, exclusion, limitation, release and indemnity in these Supplier Directory Terms is in addition to, and does not limit, any disclaimer, exclusion, limitation, release or indemnity in any other part of the Agreement.

3. Nature and Purpose of the Supplier Directory

3.1 Purpose. The Supplier Directory is a compilation prepared by the Company for the sole purpose of identifying persons that, according to information publicly available to the Company at the time of compilation, may supply equipment, materials or services within a Category in a Region.

3.2 Content displayed. The Company determines, in its sole discretion, which Directory Content is displayed, to whom, in what form and in what detail. The Supplier Directory displays a Listing by name and Category. The Company may use Roles and Regions to select, organise and order Listings, whether or not it displays them. The Company does not publish, and is under no obligation to display, maintain or provide, any address, telephone number, email address, website, hyperlink, contact person, price, capacity, qualification, certification or other detail of any Listed Company.

3.3 Not exhaustive. The Supplier Directory is not a complete or exhaustive list of the persons that supply any Category in any Region. No inference may be drawn from the inclusion of any person in, or the absence or removal of any person from, the Supplier Directory or any Category.

3.4 Order of presentation. The order in which Listed Companies are presented is determined by presentation rules selected by the Company, which may include Role and alphabetical order. No order of presentation is a ranking, rating, preference, recommendation or indication of quality, capacity, price, availability or reliability.

3.5 Meaning of a Check. A Check establishes only that, when it was performed, a statement recorded in the Supplier Directory corresponded to text that the Company found in material publicly attributed to the Listed Company. A Check is not, and does not establish the result of, any verification, vetting, qualification, pre-qualification, audit, inspection, due diligence or screening of any Listed Company, and the Company undertakes none of them for the benefit of any person, including as to the Listed Company's identity, ownership, control, existence, solvency, financial standing, licences, permits, certifications, monogram or registration status, manufacturing capability, capacity, quality management, health, safety and environmental record, insurance, authorisation as a distributor or agent of any manufacturer, local-content status, sanctions or export-control status, anti-corruption compliance, or the current accuracy of any statement. A Check may be out of date on the day it is displayed. Any description of a Listing or of a Listed Company in the Service, however worded, that refers to a comparison of the Listing with material attributed to the Listed Company refers to a Check and to nothing else.

3.6 Automatic associations. Any association of a Listed Company with an Output, an item of a bill of materials or a Request for Quotation is generated automatically by matching Categories. It is not a recommendation, a nomination or a statement that the Listed Company can supply that item for the Well concerned.

3.7 No statement of dealings. The association of a Listed Company with a Region, a country or a Category does not state or imply that the Listed Company supplies, has supplied, offers or will offer any goods or services to any particular person, country or territory, including any country or territory within that Region, any Restricted Person or any territory that is the subject of Sanctions, or that it deals in breach of any Sanctions or Export Control Laws. For the purposes of the Supplier Directory and of every Output, no Region includes the Russian Federation or the Republic of Belarus, whatever name, abbreviation or code is used for that Region. The Company does not knowingly list any legal person, entity or body established in the Russian Federation or in the Republic of Belarus.

4. No Endorsement, Sponsorship, Affiliation or Agency

4.1 No endorsement. The inclusion of a Listed Company in the Supplier Directory, and any Result Label, Check or order of presentation relating to it, is not an endorsement, recommendation, certification, approval, guarantee or warranty of the Listed Company or of any of its equipment, materials or services by any Company Party.

4.2 No affiliation or sponsorship. No Listed Company is affiliated with, sponsors, endorses or has reviewed or approved the Service, any Output or any Document, and no Listed Company has reviewed or approved its Listing, unless a Listing expressly states otherwise.

4.3 No payment for placement. No Listed Company has paid or given any other consideration for its inclusion, its Category, its Role or its order of presentation. If the Company at any time offers paid, sponsored or promoted placement, every Listing so placed will be identified as such where it is displayed.

4.4 No agency and no intermediation. No Company Party acts as agent, broker, dealer, distributor, representative, marketplace operator, procurement agent or intermediary of the Customer or of any Listed Company. No Company Party has authority to bind any Listed Company, receives any commission, fee or other benefit from any Supplier Dealing, or is a party to any Supplier Dealing.

5. Supplier Dealings

5.1 Between the Customer and the Supplier. Every Supplier Dealing is solely between the Customer and the Listed Company or other Supplier concerned, and every term, condition, warranty, representation, price, delivery obligation, performance obligation and liability arising from it binds only the parties to it.

5.2 Requests for Quotation. Every Request for Quotation is issued by the Customer in its own name. The Service does not transmit any Request for Quotation to any person. The Customer alone decides whether to send a Request for Quotation, to whom, in what form and with what content, and is solely responsible for that decision and for compliance with Applicable Law in making it.

5.3 No responsibility for Suppliers. No Company Party is responsible or liable for any act, omission, response, failure to respond, quotation, price, lead time, delivery, quality, conformity, warranty, performance, conduct, solvency, misrepresentation or fraud of any Listed Company or other Supplier, or for any equipment, material or service supplied or not supplied by any of them.

5.4 Release in respect of Supplier Dealings. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER RELEASES EACH COMPANY PARTY FROM ALL CLAIMS, DEMANDS AND LOSSES OF EVERY KIND ARISING OUT OF OR IN CONNECTION WITH ANY SUPPLIER DEALING OR ANY DISPUTE WITH ANY LISTED COMPANY OR OTHER SUPPLIER, INCLUDING THOSE CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OR OTHER LEGAL FAULT OF ANY COMPANY PARTY.

6. No Warranty as to Directory Content

6.1 Accuracy. Directory Content is compiled from publicly available information and from the Company's own classification, and may be inaccurate, incomplete, out of date or wrongly attributed.

6.2 Changes affecting Listed Companies. Listed Companies may be acquired, merged, renamed, reorganised, dissolved or insolvent; brands and product lines may be sold, licensed or discontinued; websites and domain names may be transferred to other persons. The Company does not undertake to monitor any such change or to reflect it in the Supplier Directory.

6.3 No statement of capability or status. The Company does not represent or warrant that any Listed Company exists, operates in any Region, supplies any Category, holds any licence, permit, certification, monogram or approval, is authorised by any manufacturer, is not a Restricted Person, or will respond to any Request for Quotation.

7. The Customer's Obligations

7.1 Due diligence. Before entering into any Supplier Dealing other than a request for information, the Customer shall carry out, at its own cost and on its own responsibility, all due diligence required by Applicable Law, by its own policies and by good industry practice, including as to identity, ownership and control, sanctions and export-control status, anti-bribery and anti-corruption compliance, qualification, capability, capacity, quality, health, safety and environmental performance, financial standing, insurance, licences, permits and certifications, and local-content and procurement requirements.

7.2 Compliance with law. The Customer shall comply, in every Supplier Dealing, with all Applicable Law, including Sanctions, Export Control Laws, anti-bribery and anti-corruption laws, competition and antitrust laws, electronic-communications and anti-spam laws, and data protection laws.

7.3 No misrepresentation. The Customer shall not state or imply to any Listed Company, Supplier or other person that any Company Party has referred, introduced, recommended, nominated, qualified, endorsed or approved that Listed Company, that Supplier or the Customer, or that the Customer acts on behalf of any Company Party. The Customer shall not use the name or Marks of the Company in any Supplier Dealing other than as they appear in a Legend of a Document generated by the Service.

7.4 Prohibited uses. The Customer shall not, and shall procure that no Authorised User or other person acting for it shall:

(a) copy, extract, scrape, harvest, crawl, download in bulk or otherwise reproduce the Supplier Directory or any substantial part of it, or any Directory Content systematically;

(b) compile, maintain or offer any directory, database, list, dataset or product that incorporates or is derived from Directory Content, or that competes with the Supplier Directory;

(c) publish, sell, license, lend, distribute or otherwise make available Directory Content to any third party, other than the name of a Supplier to which the Customer itself sends a Request for Quotation;

(d) use Directory Content to send unsolicited bulk communications, to compile marketing or contact lists, or for any purpose other than the Customer's own procurement of equipment, materials or services for a Well;

(e) use Directory Content, or any Supplier Dealing initiated from it, as a basis for, or in furtherance of, any agreement, understanding or coordination among competitors concerning prices, costs, bids, output, markets or other competitively sensitive matters;

(f) use Directory Content to train, fine-tune, evaluate or ground any artificial-intelligence or machine-learning model or system, or to create any embedding, index or other persistent machine-readable representation of it; or

(g) harass, threaten, defame or impersonate any Listed Company or any of its personnel.

7.5 Restricted Persons. The Company may screen Listed Companies against lists of Restricted Persons and other Sanctions measures, at such times and by such means as it determines, and may remove or withhold the Listing of any person that it identifies as, or suspects to be, a Restricted Person. No screening, no absence of screening and no result of screening is a representation to any person as to the status of any Listed Company under any Sanctions or Export Control Laws. The inclusion of a person in the Supplier Directory does not indicate that any Supplier Dealing with that person is lawful. The Customer shall not enter into any Supplier Dealing that would breach Sanctions or Export Control Laws, and shall not send any Request for Quotation, specification or technical data to any person, destination or end use in breach of them.

8. Names and Marks

8.1 Ownership. All Marks of Listed Companies and of other persons appearing in the Service belong to their respective owners. The Company claims no right in any of them.

8.2 Identification only. The Company uses the Marks of Listed Companies solely to identify the Listed Company and the equipment, materials or services that, according to publicly available information, it offers, and not as an indication of the source, sponsorship or approval of the Service or of any Output.

8.3 No licence. Nothing in the Agreement grants the Customer any licence or right to use any Mark of any Listed Company or of the Company.

8.4 Company's rights in the Supplier Directory. The selection, coordination, arrangement, classification and presentation of the Supplier Directory, the Categories, the Roles, the Regions, the Checks and the records supporting them, and all copyright, database rights and other Intellectual Property Rights in any of them, belong to the Company and its licensors, and are reserved.

9. Access to the Supplier Directory

9.1 Restriction and withdrawal. The Company may at any time, with or without notice, make the Supplier Directory or any part of it available only to holders of an Account, to Customers on a particular Plan or to Testers; limit the number of Listings displayed; display any Listing in part; require acceptance of additional terms; or suspend, modify or discontinue the Supplier Directory or any part of it.

9.2 No right to continued availability. The Customer has no right to the continued availability of the Supplier Directory, any Listing or any Directory Content, including any Listing associated with an Output, a Document or a Saved Calculation.

10. Correction and Removal of Listings

10.1 Submission. A Listed Company may, through an Authorised Representative, submit a Correction Request or a Removal Request by email to hello@pallarium.com. The request shall state the full legal name of the Listed Company, the Listing concerned, the correction or removal requested, the grounds for it, and the name, position and contact details of the Authorised Representative, and shall include evidence of the Authorised Representative's authority reasonably satisfactory to the Company.

10.2 Verification. The Company may verify the identity and authority of any person submitting a request, may request further information and evidence, and may decline any request that is incomplete, that it cannot verify, or that is not made by an Authorised Representative.

10.3 Removal. Upon receipt of a Removal Request that the Company has verified in accordance with Section 10.2, the Company will remove the Listing from the Supplier Directory within a commercially reasonable period. The Company may retain a record of the Removal Request and such information as is necessary to prevent the Listed Company from being listed again.

10.4 Suspension pending review. Upon receipt of any Correction Request, Removal Request or notice under Section 10.9 that asserts that a Listing is inaccurate, misleading or unlawful, the Company may suspend the display of the Listing, or of any part of it, pending its review, without any admission as to the assertion.

10.5 Correction. The Company may, in its sole discretion, correct, annotate, supplement, remove or decline to amend any Listing in response to a Correction Request. The Company is not obliged to adopt any wording proposed by a Listed Company.

10.6 Company's discretion. The Company may at any time, for any reason and without notice, modify, suspend or remove any Listing, Category, Role or Region.

10.7 Effect. No correction or removal affects any Output, Document or Saved Calculation generated before it takes effect. The Company has no obligation to notify any Customer, Authorised User or Recipient of any correction or removal.

10.8 No contract with Listed Companies. The procedure in this Section 10 is offered by the Company voluntarily. It creates no contract with any Listed Company, confers no right under the Agreement on any Listed Company, and does not enlarge any obligation that the Company may have towards any Listed Company under Applicable Law. Nothing in the procedure, and nothing done or not done under it, is an admission of any fact or liability by any Company Party.

10.9 Legal notices. A Listed Company or other person that asserts that any Directory Content infringes its rights or is unlawful shall send a notice to hello@pallarium.com identifying the Directory Content concerned and the right or law relied on. Receipt of a notice, and any correction or removal made in response to it, is not an admission of any fact or liability by any Company Party.

11. Personal Data in the Supplier Directory

The Supplier Directory is intended to identify legal persons and businesses. Any individual whose Personal Data appears in the Supplier Directory may exercise the rights described in the Privacy Policy.

12. Technologies Directory

Sections 3.3, 4, 6, 8, 9, 13 and 14 apply, with the necessary changes, to the Technologies Directory and to every description, Category and Standards Reference that it contains.

13. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER DIRECTORY, THE TECHNOLOGIES DIRECTORY AND ALL DIRECTORY CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS", AND THE COMPANY PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING ANY WARRANTY OR CONDITION OF ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE IDENTITY, EXISTENCE, CAPABILITY, STATUS, CONDUCT OR PERFORMANCE OF ANY LISTED COMPANY OR OTHER SUPPLIER.

14. Exclusion and Limitation of Liability

14.1 Excluded losses. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO COMPANY PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY DIRECTORY CONTENT OR ANY SUPPLIER DEALING, INCLUDING:

(a) non-delivery, late delivery, non-performance or defective performance by any Listed Company or other Supplier;

(b) defective, non-conforming, counterfeit, unsafe or infringing equipment, materials or services;

(c) any payment made to, or any loss caused by fraud, impersonation or misrepresentation of, any person presenting itself as a Listed Company;

(d) any breach of Sanctions, Export Control Laws or anti-corruption laws by any Listed Company or other Supplier;

(e) any difference between any Cost Figure and any price quoted or charged; and

(f) any loss of the kinds listed in Section 15.1 of the Screening Results Terms;

IN EACH CASE EVEN IF CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OR OTHER LEGAL FAULT OF ANY COMPANY PARTY.

14.2 Aggregate limit. THE AGGREGATE LIABILITY OF ALL COMPANY PARTIES ARISING OUT OF OR IN CONNECTION WITH THE SUPPLIER DIRECTORY, THE TECHNOLOGIES DIRECTORY, ALL DIRECTORY CONTENT AND ALL SUPPLIER DEALINGS IS SUBJECT TO, AND COUNTS TOWARDS, THE AGGREGATE LIMIT OF LIABILITY IN SECTION 27 (LIMITATION OF LIABILITY) OF THE TERMS AND, IN RESPECT OF EVALUATION ACCESS, THE PROTOTYPE AND ANY NON-PUBLIC ENVIRONMENT, THE LIMIT IN SECTION 13 (LIMITATION OF LIABILITY) OF THE TRIAL AND PROTOTYPE TERMS. WHERE NEITHER SPECIFIES A LIMIT APPLICABLE TO THE CLAIM, THAT AGGREGATE LIABILITY SHALL NOT EXCEED one hundred United States dollars (US$100).

14.3 Liability that cannot be excluded. Section 15.4 of the Screening Results Terms applies to this Section 14.

14.4 Period for claims. Section 15.5 of the Screening Results Terms and Section 37 (Period for Bringing Claims) of the Terms apply to every claim arising out of or in connection with the Supplier Directory, the Technologies Directory, any Directory Content or any Supplier Dealing.

15. Indemnity

15.1 Indemnity. THE CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS EACH COMPANY PARTY FROM AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN CONNECTION WITH (a) ANY SUPPLIER DEALING; (b) THE CONTENT OF ANY REQUEST FOR QUOTATION OR OTHER COMMUNICATION SENT BY OR FOR THE CUSTOMER TO ANY PERSON; (c) ANY CLAIM BY ANY LISTED COMPANY OR OTHER SUPPLIER ARISING FROM THE CONDUCT OF THE CUSTOMER OR ANY AUTHORISED USER; AND (d) ANY BREACH OF SECTION 7; IN EACH CASE REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE OR OTHER LEGAL FAULT OF ANY COMPANY PARTY, AND EXCLUDING ONLY LOSSES TO THE EXTENT FINALLY DETERMINED TO HAVE RESULTED FROM THE FRAUD OR WILFUL MISCONDUCT OF THE COMPANY.

15.2 Procedure and limits. Sections 16.3, 16.4 and 16.5 of the Screening Results Terms apply to this Section 15.

16. General

16.1 No third-party beneficiaries. No Listed Company, Supplier, Recipient or other person has any right under these Supplier Directory Terms, save that each Company Party may enforce Sections 4, 5, 13, 14 and 15 as a third-party beneficiary.

16.2 Survival. Sections 3 to 16 survive the expiry or termination of the Agreement and the closure of any Account.

16.3 Severability. Section 18.2 of the Screening Results Terms applies to these Supplier Directory Terms.

16.4 Law and disputes. These Supplier Directory Terms are governed by the law stated in Section 34 (Governing Law) of the Terms. Every dispute, claim or controversy between the Company and the Customer arising out of or in connection with them, with any Directory Content or with any Supplier Dealing shall be resolved exclusively in accordance with Sections 35 (Dispute Resolution and Arbitration), 36 (Waiver of Class Proceedings and of Trial by Jury) and 37 (Period for Bringing Claims) of the Terms.

16.5 Amendment. The Company may amend these Supplier Directory Terms in accordance with Section 31 (Changes to these Terms and to the Incorporated Documents) of the Terms.

16.6 Notices. Section 38 (Notices) of the Terms applies to every notice between the Company and the Customer under these Supplier Directory Terms. Requests and notices of Listed Companies and other persons are given in accordance with Section 10.

16.7 Language. These Supplier Directory Terms are drawn up in English. Any translation is for convenience only, and the English text prevails.