AI Basket Builder (AIBB) Terms

1.1 AIBB is an AI-powered retail and hospitality platform designed to assist the Customer's business with product discovery, product recommendations, basket building, Click & Collect, customer engagement, loyalty capture, artisan product promotion, and smart retail automation.

1.2 AIBB is an assistance and recommendation platform only. It is designed to support, and not to replace, the Customer's own oversight, judgement and control of its retail operations. The Customer remains responsible for all decisions made using, or informed by, AIBB.

2.1 AIBB currently includes the following features, as made available to the Customer depending on the Customer's subscription:

• product catalogue display;
• product search;
• AI-powered product recommendations;
• basket building;
• checkout assistance;
• Click & Collect functionality;
• DietaryIntel;
• Local Artisan Marketplace;
• loyalty capture;
• customer notifications;
• Smart Clearance; and
• such other AI-powered enhancements as Strivonex may introduce from time to time.

2.2 The features of AIBB may evolve over time. Strivonex may add, remove, or modify individual features in accordance with clause 23 (Changes to Services and Terms) of the Agreement, including clause 23.5 (Feature retirement).

3.1 The Customer remains solely responsible for:

• product descriptions;
• pricing;
• stock levels and availability;
• promotions;
• customer communications;
• compliance with consumer protection law;
• compliance with food safety law; and
• ensuring the legality of all products offered through AIBB.

3.2 Strivonex does not verify the accuracy of any data provided by the Customer through AIBB, consistent with clause 5.3 (Product, pricing and stock information) of the Agreement.

3.3 Where the Customer's stock, inventory, or point-of-sale system is integrated with AIBB, including in connection with any point-of-sale or inventory-linked recommendation functionality referred to in clause 12 (Future Features), the Customer remains responsible for verifying the accuracy of all stock and inventory data displayed through AIBB.

4.1 "DietaryIntel" is a feature of AIBB that displays allergen, dietary, and related classification information, including in relation to vegan, vegetarian, gluten-free, dairy-free, nut-free, halal, kosher, diabetic-suitable, and other dietary classifications, based on information supplied by the Customer or an Artisan Partner (as defined in clause 5.1).

4.2 DietaryIntel relies entirely on information supplied by the Customer and/or an Artisan Partner. Strivonex does not independently verify ingredients, recipes, or sourcing, and gives no warranty as to the accuracy, completeness or currency of any allergen or dietary information displayed through DietaryIntel.

4.3 The Customer remains responsible for ensuring that all allergen and dietary information it (or any Artisan Partner) supplies is accurate, complete, current, and compliant with applicable food law, consistent with clause 5.4 (Allergen and dietary information) of the Agreement.

4.4 Consumers should always be directed to check directly with the Customer where an allergy, intolerance, or dietary requirement is critical to their health, and the Customer must ensure it has appropriate processes in place to handle such enquiries.

4.5 Liability protection. To the fullest extent permitted by law, Strivonex excludes all liability for any illness, injury, allergic reaction, or other loss or damage arising from reliance on allergen or dietary information displayed through DietaryIntel, save to the extent such liability cannot be excluded by law, including liability for death or personal injury caused by Strivonex's negligence.

5.1 AIBB may allow the Customer to list products supplied by independent artisans, makers, or other third-party suppliers (each an "Artisan Partner") through the Local Artisan Marketplace feature.

5.2 The commercial relationship between the Customer and the Artisan Partner. Any arrangement governing the supply of an Artisan Partner's products, including pricing, supply, quality, and payment, is a commercial arrangement between the Customer and the Artisan Partner only. That arrangement is not governed by this Schedule or the Agreement, and Strivonex is not a party to, and has no obligations under, any such arrangement.

5.3 Strivonex's role is limited to that of a technology provider. Consistent with clause 4 (Marketplace Facilitator Status) of the Agreement, Strivonex acts solely as a technology provider in relation to the Local Artisan Marketplace, and is not a party to, and is not responsible for, any dispute, claim, or complaint between the Customer and an Artisan Partner, including any dispute relating to artisan payments, product quality, or supply.

5.4 The Customer remains responsible for the information presented to consumers in relation to any Artisan Partner's products, and for verifying that information before it is made available to consumers, consistent with clause 4.4 of the Agreement.

5.5 Commission arrangements. Strivonex is not responsible for calculating, collecting, reconciling, or enforcing any commission arrangement between the Customer and an Artisan Partner, unless Strivonex has expressly agreed otherwise with the Customer in writing. Any dispute relating to a commission arrangement remains between the Customer and the relevant Artisan Partner.

5.6 Rights and permissions. The Customer is responsible for ensuring it has obtained all rights, permissions, licences, and approvals necessary to display, market, promote, and sell an Artisan Partner's products through AIBB, including in relation to product descriptions, branding, trademarks, logos, images, marketing materials, and product information. Strivonex is not responsible for any dispute relating to ownership, usage rights, intellectual property rights, or permissions relating to any Artisan Partner content.

6.1 "Smart Clearance" is a feature that allows the Customer to offer discounted products or surprise bags to consumers through AIBB.

6.2 The Customer retains full control over which products are made available through Smart Clearance. Strivonex does not select, recommend, or guarantee the availability of any specific product.

6.3 The Customer remains responsible for ensuring that all products offered through Smart Clearance comply with applicable food safety and other legal requirements, including in relation to labelling, use-by dates, and allergen information.

6.4 Strivonex does not guarantee that any clearance product, discounted product, or surprise bag offered through Smart Clearance will be purchased, reserved, or collected. The Customer remains solely responsible for all products offered through Smart Clearance, including their pricing and availability.

7.1 Product recommendations generated through AIBB are produced using software and artificial intelligence models, and are provided for informational assistance only, consistent with clause 16 (AI-Generated Outputs Disclaimer) of the Agreement.

7.2 Recommendations may not always be accurate, relevant, or appropriate for a particular consumer. The Customer remains responsible for reviewing recommendations before they are relied upon in its business.

7.3 Consumers should exercise their own judgement when considering any recommendation generated through AIBB. Strivonex does not guarantee that any recommendation will be suitable for a particular consumer's needs.

8.1 AIBB may enable the Customer to collect data from its own customers, including email addresses, loyalty programme registrations, and marketing permissions ("End Customer Data").

8.2 The Customer remains responsible for obtaining all consents, and providing all notices, required by applicable law (including the Data Protection Legislation and the Privacy and Electronic Communications Regulations 2003) before collecting or using End Customer Data for marketing purposes.

8.3 Strivonex processes End Customer Data in accordance with clause 9 (Data Protection and Privacy) of the Agreement.

8.4 Future loyalty functionality. Strivonex may introduce further loyalty functionality within AIBB from time to time, which may include retailer-specific rewards, retailer-specific promotions, network-wide rewards, cross-retailer promotions, customer reward programmes, and other future Strivonex loyalty initiatives. All such functionality remains subject to the data protection and marketing consent requirements set out in this clause 8 and clause 9 (Data Protection and Privacy) of the Agreement.

8.5 Customer communications. AIBB may send emails, notifications, reminders, and other electronic communications to the Customer's customers. Delivery of electronic communications cannot be guaranteed. Strivonex is not liable for any delay, failure, or non-delivery caused by third-party communication providers, spam filtering, customer device settings, or other factors outside Strivonex's reasonable control.

9.1 AIBB may enable the Customer to offer a Click & Collect service, allowing consumers to place orders for collection at a time and location specified by the Customer.

9.2 The Customer is responsible for preparing orders, ensuring order accuracy, and making orders available for collection within the timeframes communicated to the consumer.

9.3 Strivonex is not responsible for any failure in order preparation, fulfilment, or collection arrangements, which remain the Customer's responsibility at all times.

9.4 Risk in any product ordered through Click & Collect remains with the Customer until the product is collected by the consumer.

9.5 Any dispute relating to the collection of an order, including non-collection or late collection, remains the Customer's responsibility.

9.6 The Customer remains responsible for all customer communications relating to collection, including confirming collection times and notifying consumers of any delay or change.

10.1 AIBB is provided on the reasonable availability basis set out in clause 13 (Service Availability) of the Agreement. Nothing in this Schedule guarantees uninterrupted or error-free operation of AIBB.

11.1 Fees for AIBB are set out in the Customer's applicable pricing plan, Order Form, or the Strivonex customer portal, and may include subscription fees, optional bolt-on fees, and such other fees as Strivonex may introduce from time to time, in accordance with clause 6 (Fees and Payments) of the Agreement.

12.1 Strivonex may introduce further features and functionality within AIBB from time to time, including, without limitation:

• inventory-linked recommendations;
• automated ordering logic;
• point-of-sale integrations;
• voice commerce;
• loyalty systems;
• customer mobile apps;
• retailer mobile apps;
• additional marketplace functionality; and
• integration with future Strivonex ecosystem services.

12.2 Any such future feature will form part of AIBB and be governed by this Schedule (as supplemented, where necessary, by additional terms made available to the Customer), without requiring this Schedule to be rewritten or re-executed.

12.3 Automated ordering and stock recommendations. Any automated ordering logic, stock recommendation, replenishment recommendation, or purchasing suggestion introduced within AIBB is advisory only, unless Strivonex expressly states otherwise in writing. The Customer remains responsible for reviewing and approving all ordering decisions, and no such recommendation constitutes an instruction or commitment on behalf of the Customer.

12.4 Future commercial features. Strivonex may introduce future commercial functionality relating to AIBB, which may include transaction fees, marketplace fees, commission structures, subscription upgrades, premium functionality, enhanced analytics, loyalty network functionality, consumer marketplace functionality, or other monetisation mechanisms. Any such fees or charges will be communicated to the Customer in accordance with clause 6 (Fees and Payments) of the Agreement before taking effect.

13.1 Without limiting clause 18 (Limitation of Liability) of the Agreement, Strivonex's liability in connection with AIBB is excluded or limited, to the fullest extent permitted by law, in relation to:

• (a) product information, pricing, or stock data supplied by the Customer;
• (b) allergen or dietary classifications displayed through DietaryIntel;
• (c) pricing errors or stock inaccuracies arising from data supplied by the Customer;
• (d) errors, omissions, or inaccuracies in AI-generated recommendations;
• (e) disputes arising through the Local Artisan Marketplace;
• (f) fulfilment, preparation, or collection issues arising under Click & Collect;
• (g) complaints made by consumers in connection with any of the foregoing;
• (h) the purchase, reservation, sale, or collection of any product offered through Smart Clearance; and
• (i) inaccuracies caused by third-party inventory systems, point-of-sale systems, stock feeds, integrations, synchronisation delays, or data transmission failures.

13.2 Nothing in this clause 13 limits or excludes any liability that cannot lawfully be limited or excluded under clause 18.1 of the Agreement.

14.1 This Schedule forms part of, and should be read together with, the Agreement.

14.2 If there is any conflict between this Schedule and the body of the Agreement, this Schedule prevails in relation to AIBB only, consistent with clause 2.2 of the Agreement. This Schedule does not vary the terms of the Agreement in relation to any other Strivonex product or service.