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Last updated: 11 May 2026
Terms and Conditions for the Opply Marketplace between the relevant Opply entity (see below) and Users, meaning business purchasers accessing the Opply Marketplace. The Opply entity you are contracting with depends on your location: (i) if you are based in the United Kingdom or contracting under a UK-governed agreement, you are contracting with Opply Ltd, incorporated in England and Wales (registered number 13555177), of 8 Devonshire Square, London, EC2M 4YJ (‘Opply Ltd’); and (ii) if you are based in the United States or contracting under a US-governed agreement, you are contracting with Opply US Inc., a company incorporated in the United States (‘Opply US Inc.’). References to ‘Opply’, ‘we’ or ‘us’ in these terms refer to the applicable entity.
Table of Contents
Part A: All Users
Part B: Sourcing and Order Management Users
Part C: Order Management Users
Which sections of these terms apply to you?
| Opply Services provided to You | Read These Sections |
| Sourcing and Order Management (with/without Extended Payment Terms) | Part A + Part B |
| Order Management with Extended Payment Terms | Part A + Part B |
| Order Management Services only, where Opply does not act as Merchant of Record | Part A + Part C |
1.1 Opply provides access to the Opply Marketplace to direct business users only. You must not share your login credentials with any agents, subcontractors or unrelated third parties.
1.2 Access is provided on an “as is” and on an “as available” basis. Opply does not guarantee uninterrupted availability. Opply may alter, update, suspend or discontinue the Marketplace at any time. Where Opply intends to permanently discontinue the Marketplace, Opply will use reasonable endeavours to provide at least 30 days’ prior notice.
1.3 Opply may suspend or terminate your access if you breach these terms, misuse intellectual property, or on reasonable grounds of security or maintenance. Opply will provide reasonable notice where practicable.
1.4 You must comply with all laws and regulations applicable to your business in the jurisdictions where you operate.
1.5 Where Opply suspends or terminates your access, Opply will provide you with a written statement of reasons at or before the time the suspension or termination takes effect, except where doing so would compromise security or be contrary to law.
1.6 Opply may require you to provide information and documentation to verify your identity and business status (“KYB Check”) before granting or continuing access to the Marketplace. You agree to provide accurate and complete information promptly on Opply’s request. Opply reserves the right to refuse or suspend access pending completion of a KYB Check or where a buyer fails to meet Opply’s onboarding standards. Opply may share KYB information with regulatory authorities, credit reference agencies and third-party verification providers where required by law or necessary for compliance purposes.
2.1 Opply uses specialist payment services and credit services via third party provider(s). The terms of these providers apply to your use of those services. Links to their terms are available on request.
2.2 Opply has no liability for your use of third-party services.
2.3 If you use a third-party service connected to the Opply Marketplace, you grant Opply permission to allow that provider access to your data to the extent necessary for the interoperation of that service with the Opply Marketplace.
2.4 Any exchange of data or interaction between you and a third-party provider is solely between you and that provider. Opply is not responsible for any disclosure, modification or deletion of your data, or for any losses or damages you suffer, as a result of a third-party provider’s access to your data.
2.5 In the event of conflicts between a third-party provider’s terms and and these terms, these terms shall prevail.
2.6 Opply may share customer data with its payment and financial service providers to facilitate transactions and services provided through the Opply Marketplace. Further details of how Opply handles your personal data are set out in Opply’s Privacy Policy.
3.1 Opply may update these terms. For material changes, Opply will provide at least 30 days’ prior written notice by email or Marketplace notification.
3.2 Your continued use of the Marketplace after the effective date means you accept the updated terms.
3.3 Non material changes (such as corrections, clarifications, legal updates) take effect immediately and without notice to you.
3.4 If you object to any material change notified under clause 3.1, you may terminate your agreement with Opply by giving written notice before the effective date of the change. Continued use of the Marketplace after the effective date constitutes acceptance of the updated terms.
You must comply with all applicable laws, including: applicable data protection legislation, (including UK GDPR and the Data Protection Act 2018 for UK users, and applicable US state privacy laws for US users); applicable anti-bribery and anti-corruption legislation (including the Bribery Act 2010 for UK users and the Foreign Corrupt Practices Act for US users); applicable anti-money laundering and financial crime legislation (including the Criminal Finances Act 2017 for UK users); and applicable modern slavery and human trafficking legislation (including the Modern Slavery Act 2015 for UK users and applicable US federal and state laws for US users), in each case, as may be amended, modified or replaced from time to time. You will provide reasonable assistance to Opply as may be requested to enable compliance with the foregoing, to the extent within your reasonable control.
5.1 All Content on the Opply Marketplace is owned by or licensed to Opply unless labelled otherwise.
5.2 You have a limited, non-exclusive, non-transferable licence to access the Marketplace solely and exclusively for the purposes of accessing the services under your agreement with Opply. You may not use Opply’s content for any commercial purpose without first obtaining a licence from us (or our licensors, as applicable).
5.3 Users must not use, reproduce or distribute any content from the Opply Marketplace without Opply’s prior written permission.
5.4 Content on the Opply Marketplace is provided for information purposes only and does not constitute professional, legal, financial or commercial advice. You should not rely on it as such.
5.5 Opply makes reasonable efforts to ensure that content on the Marketplace is accurate and up to date but makes no warranty that this will always be the case. All implied representations, warranties and conditions relating to content are excluded to the fullest extent permitted by law.
5.6 Unless expressly agreed otherwise, you grant Opply a non-exclusive, royalty-free, worldwide licence to use your name, trading name, and logo (together, “Brand Assets”) during the term of your agreement with Opply, for the following purposes:
(a) identifying you as a customer of Opply on Opply’s website, marketing materials, presentations, and pitch decks;
(b) including your logo in Opply’s email signatures and communications where Opply is referencing its customer base; and
(c) referencing you as a customer in promotional content.
Opply shall seek your prior written approval before publishing any case study or press release that references you by name in detail. You warrant that you have the right to grant this licence in respect of your Brand Assets. Opply shall use your Brand Assets only as provided by you, in accordance with any brand guidelines notified to Opply in writing, and shall not alter or modify them. You may withdraw this licence at any time on 14 days’ written notice to Opply, following which Opply shall cease use of your Brand Assets in new materials within a reasonable time, provided that Opply shall not be required to recall or amend materials already in circulation.
6.1 Each party must not disclose the other party’s confidential information (including Sourcing Information) except (a) as required by law or court order; or (b) to employees, advisers or contractors who need to know it, provided that party ensure such persons comply with this clause.
6.2 You shall not conclude any transaction with a Seller in respect of the same goods or commercial opportunity presented to you by Opply other than through the Marketplace. If you do so, you shall pay Opply a sum equal to the fees Opply would have earned had the transaction proceeded through the Marketplace, which the parties agree is a genuine pre-estimate of loss. You acknowledge that confidentiality and non-circumvention obligations in respect of Sourcing Information disclosed prior to your acceptance of these terms arose at the point of disclosure and are incorporated into and confirmed by these terms.
6.3 You must not use the other party’s confidential information except to perform your rights and obligations under these terms or the relevant purchase or service agreement. Notwithstanding the foregoing, Opply may use information provided by or collected from you in connection with these terms or any purchase or service agreement on an anonymised and aggregated basis for the purposes of improving, developing, and optimising the Services and the Opply platform, including to provide users with access to improved supplier pricing and market insights. Such use for platform improvement purposes shall not involve the disclosure of information that identifies you to any third party, save for any disclosure to a Seller(s) to the extent necessary to perform the obligations set out in this Agreement.
6.4 This clause survives termination of these terms and any separate purchase or services agreement entered into with Opply.
7.1 You are responsible for protecting your systems from viruses and malware.
7.2 You are responsible for protecting your own hardware, software, data, and systems from viruses, malware, and other internet security risks. You must not: (a) introduce malicious code to the Marketplace; (b) attempt unauthorised access to the Marketplace or its systems; or (c) attack the Marketplace by any means, including denial of service attacks.
7.3 Breaches may be criminal offences under the Computer Misuse Act 1990 (for UK Users), the Computer Fraud and Abuse Act 1986 (for US Users), or equivalent legislation applicable to you in your jurisdiction. Opply reserves the right to report breaches to law enforcement and your access will cease immediately.
8.1 Nothing in these terms limits liability for: (a)death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter in respect of which it would be unlawful to exclude or restrict liability.
8.2 OPPLY IS NOT LIABLE FOR: (A) INDIRECT OR CONSEQUENTIAL LOSS; OR (B) LOSS OF PROFIT, REVENUE OR ANTICIPATED SAVINGS. THIS EXCLUSION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING UNDER THE UNIFORM COMMERCIAL CODE AND APPLICABLE US STATE LAW.
8.3 SUBJECT TO CLAUSE 8.1, OPPLY’S TOTAL LIABILITY TO ANY USER IN RESPECT OF ALL LOSS OR DAMAGE ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE OPPLY MARKETPLACE – WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE – SHALL IN NO CIRCUMSTANCES EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY THAT USER TO OPPLY IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (B) £1,000 (OR $1,000 FOR US-GOVERNED TRANSACTIONS).
8.4 Nothing in these terms or any service agreement shall impose liability on Opply in excess of the cap set out in clause 8.3.
No party shall be in breach of these terms or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If such a period of delay or non-performance continues for 60 days, the party not affected may terminate the relevant agreement on 14 days’ written notice.
10.1 These terms, together with any Purchase Agreement, Services Agreement, or non-disclosure agreement entered into between the parties, constitute the entire agreement between the parties relating to your use of the Marketplace and supersede all prior agreements, representations, and understandings relating to the same subject matter. Where a non-disclosure agreement is in place between the parties, its confidentiality obligations shall continue to apply and shall not be limited by clause 6 of these terms.
10.2 Where a User’s own terms and conditions conflict with these terms, these terms shall prevail. In the event of any conflict between these terms and a Purchase Agreement or Services Agreement, the Purchase Agreement or Services Agreement shall prevail.
11.1 Failure to exercise any right does not waive it. Partial exercise does not prevent further exercise.
11.2 If any provision is invalid, it is deleted without affecting the rest. The parties shall negotiate in good faith to replace it with a valid provision achieving the same commercial result.
All communications under these terms shall be by email or via the Marketplace. This clause does not apply to the service of proceedings or documents in any legal action or dispute resolution process.
13.1 Nothing here creates a partnership or joint venture between the parties, except that Opply acts as agent for Order Management Services Buyers as set out in Part C and the relevant Order Management Services Agreement.
13.2 No third party has any right to enforce any provision of these terms. For UK-governed transactions, this clause operates to exclude third-party rights under the Contracts (Rights of Third Parties) Act 1999. For US-governed transactions, no third-party beneficiary rights are created or intended by these terms.
14.1 Where you are contracting with Opply Ltd, these terms are governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
14.2 Where you are contracting with Opply US Inc., these terms are governed by the laws of the State of Delaware. Any dispute arising out of or in connection with these terms shall be finally resolved by binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in Delaware. Nothing in this clause prevents either party from seeking urgent injunctive relief from any court of competent jurisdiction.
14.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these terms.
PART B: SOURCING ONLY AND SOURCING + ORDER MANAGEMENT USERS
15.1 Opply acts as the reseller and Merchant of Record (“MOR”), meaning Opply is contractually responsible for the sale of goods to you. Opply does not take physical possession of goods. Goods are shipped directly from Sellers to you.
15.2 As MOR, Opply is responsible for: (a) placing and processing orders with Sellers on your behalf; (b) collecting and remitting applicable transaction taxes – including VAT for UK-governed transactions in accordance with UK law, and applicable sales and use taxes for US-governed transactions in accordance with applicable state law; and (c) compliance oversight as the seller of record in accordance with applicable laws and regulations. For the avoidance of doubt, consumer protection legislation does not apply to transactions under these terms, all of which are business-to-business in nature.
15.3 The commercial terms of each offer, including description, quantity, price, delivery details and any applicable Incoterms, will be set out in the Marketplace at the time of the offer. It is your responsibility to review each offer carefully and satisfy yourself that it meets your requirements before approving it. Opply does not warrant that any offer will meet your specific requirements.
15.4 Opply reserves the right to withdraw or amend any requirement or listing on the Marketplace at any time before a contract is concluded. A Seller may withdraw an offer by notifying Opply before the contract is concluded. No binding contract is formed until Opply has confirmed acceptance of an order in writing.
15.5 Notwithstanding clause 15.4, Opply may, at its sole discretion, decline to fulfil or suspend fulfilment of any order (including a confirmed order) without liability to you where:
(a) no credit limit has been established for you and Opply has not received pre-dispatch payment in full;
(b) Opply reasonably believes you are in financial difficulty, including where you have failed to pay any invoice by its due date, where your credit insurer has withdrawn or restricted cover, or where Opply has other reasonable grounds to doubt your ability to pay; or
(c) fulfilment would, in Opply’s reasonable opinion, expose Opply to material financial or regulatory risk.
Opply will notify you promptly where it exercises any of its rights under this clause 15.5. Opply’s exercise of its rights under this clause 15.5 shall not constitute a breach of these terms or give rise to any claim against Opply.
15.6 Once Opply has confirmed acceptance of an order in writing, that order is non-cancellable without Opply’s prior written consent. If Opply agrees to cancel a confirmed order, you shall be liable to pay Opply on demand: (a) all costs incurred by Opply or the relevant Seller in connection with that order up to the point of cancellation, including work-in-progress costs, materials, and any cancellation charges levied by the Seller; and (b) Opply’s Management Fee on the cancelled order value, as a genuine pre-estimate of Opply’s loss due to the cancelled order. Opply shall use reasonable endeavours to mitigate costs on your behalf but is not obliged to do so and shall have no liability to you for any costs that cannot be recovered from the Seller. Where Opply has paid a Seller in respect of a cancelled order, Opply may recover the amounts set out in this clause 15.5 directly from you as a debt due and payable immediately.
15.7 Sellers are responsible for fulfilling orders, including quality, quantity, specification, legality, packaging and shipment. Goods supplied must conform to their description as set out in the relevant offer and be fit for their intended purpose. Opply carries out reasonable due diligence on Sellers and will use reasonable endeavours to assist in resolving any fulfilment disputes between you and a Seller. Your remedies in respect of Seller default are set out in your Purchase Agreement.
16.1 Title to any goods sold by Opply to you as Merchant of Record shall not pass to you until Opply has received in full and in cleared funds all amounts owed by you to Opply (the “All Monies Condition”), whether arising under your Purchase Agreement or any other agreement between you and Opply.
16.2 Risk in the goods passes in accordance with the applicable Incoterms and/or on handover to the first independent carrier or neutral third-party logistics provider, as stated in the order terms.
16.3 You may resell goods in the ordinary course of business as principal. Until the All Monies Condition is satisfied, you shall hold the proceeds of any resale and any insurance proceeds on trust for Opply, separate from your own funds, up to the amount outstanding to Opply.
16.4 If: (a) any sum owing to Opply is overdue; (b) you are, or are reasonably likely to become, insolvent or subject to any insolvency process, administration, receivership, or analogous event; or (c) Opply reasonably believes any such event is imminent, Opply may by written notice revoke your right to retain, use or resell the goods and require you to immediately segregate and preserve the goods to Opply’s order pending recovery. You shall co-operate fully with any recovery steps Opply reasonably requires, including issuing warehouse releases, delivery instructions, and procuring access to any third-party storage facility where the goods are held.
16.5 On Opply’s written demand, you shall immediately deliver up all goods to which Opply retains title and take all steps necessary to facilitate their collection, including issuing any instructions to third-party logistics providers or warehouses holding the goods on your behalf.
16.6 For the avoidance of doubt, nothing in this clause 16 requires or implies that Opply takes physical possession of the goods at any point. Opply’s rights under this clause arise by virtue of its role as Merchant of Record and are exercised through the mechanisms set out above.
17.1 As Merchant of Record, Opply is responsible for collecting and remitting applicable transaction taxes on transactions facilitated through the Marketplace in accordance with applicable law. For UK-governed transactions, this includes VAT in accordance with UK tax law, and unless otherwise stated, prices are inclusive of VAT. For US-governed transactions, applicable sales tax will be calculated and applied at the point of transaction in accordance with applicable state law and will be shown separately.
17.2 Sellers are required to provide Opply with accurate and current tax information for their goods, including applicable tax rates and any changes in tax legislation that may affect their listings on the Marketplace. Sellers are solely responsible for the accuracy of the tax information they provide. Opply accepts no liability for VAT errors or shortfalls arising from inaccurate or incomplete information supplied by a Seller.
17.3 For international transactions, Opply will use reasonable endeavours to provide information regarding applicable duties and import taxes based on the information available to it. The responsibility for determining, declaring and paying any duties, import taxes and customs charges rests with the relevant buyer or seller in accordance with applicable Incoterms and customs regulations. Opply does not accept liability for any duties or import taxes levied on any transaction.
17.4 Opply does not independently verify the tax classifications or VAT rates provided by Sellers. Where a VAT error arises as a result of inaccurate or incomplete information provided by a Seller, Opply’s liability to you is limited to using reasonable endeavours to correct the error and, where possible, to recover any overpayment. Both buyers and sellers are encouraged to verify applicable tax rates and customs obligations independently to ensure compliance with all applicable laws.
17.5 Nothing in this clause 17 affects Opply’s obligation to collect and remit applicable transaction taxes — including VAT for UK-governed transactions in accordance with UK tax law, and applicable sales and use taxes for US-governed transactions in accordance with applicable state law for US-governed transactions.
18.1 Opply will invoice the Buyer in accordance with the payment terms set out in the Purchase Agreement. All invoices are payable by the due date stated on the invoice.
18.2 Where Opply intends to change the credit terms applicable to a Buyer, Opply will notify the Buyer before the next invoice is issued reflecting those changes.
18.3 If an invoice is not paid by its due date, Opply will allow a grace period of five business days before reporting the late payment to its credit insurance provider. Opply will notify the Buyer before making any such report.
18.4 Interest on overdue invoices shall accrue at the rate of 8% per annum above the Bank of England base rate from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (for UK governed transactions) or at 1.5% per month (for US-governed transactions), or in either case, the maximum rate permitted by applicable law, if lower.
18.5 Non-payment may result in suspension of access to the Opply Marketplace and, for MOR transactions, triggers Opply’s rights under clause 16 (Title and Risk).
You must indemnify Opply against any liability or loss incurred by Opply in properly performing its obligations under these terms, except to the extent the liability arises from Opply’s own negligence or breach.
PART C: ORDER MANAGEMENT ONLY USERS
20.1 Under the Order Management Services model, Opply acts as your agent and service provider. Opply does not act as Merchant of Record, does not purchase goods as principal, and is not a party to any contract for the sale of goods between you and any supplier.
20.2 Opply’s services under this Part C are set out in your Services Agreement. In the event of any conflict between this Part C and your Services Agreement, the Services Agreement shall prevail.
20.3 All contracts for the supply of goods are concluded directly between you and the relevant supplier. Opply has no liability for supplier performance, product quality, delivery, or any other aspect of fulfilment.
21.1 As Opply is not the Merchant of Record in respect of the delivery of the order management services, VAT on the supply of goods is a matter between you and the relevant supplier in accordance with your contract with the relevant supplier.
21.2 Opply’s fees for Order Management Services are subject to applicable taxes – including VAT in accordance with applicable UK tax law for UK-governed transactions, and applicable sales and use taxes for US-governed transactions – and will be set out in your Services Agreement.
22.1 Opply’s fees for Order Management Services are as set out in your Services Agreement.
22.2 Any additional fees arising from supplier requirements that were not disclosed at the time of order must be notified to you by Opply and approved by you in writing before they are incurred or invoiced.
Title to and risk in goods passes directly between the relevant supplier and you in accordance with the terms of your contract with that supplier and any applicable Incoterms. Opply has no interest in the goods at any point.
24.1 Opply’s liability under this Part is limited to the performance of the Order Management Services with reasonable skill and care.
24.2 Opply is not liable for any loss, damage, or expense arising from supplier default, non-delivery, defective goods, or any other matter relating to the underlying supply of goods.
24.3 Opply’s aggregate liability to you under this Part C shall not exceed the fees paid by you to Opply in the 12 months preceding the event giving rise to the claim, or £1,000 (or $1,000 for US-governed transactions), whichever is greater.
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