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Order Management System (“OMS”) Terms And Conditions

Version: August 1, 2024

1. Solution Description

Enterprise Order Management System (“OMS”) is the industry standard for fully integrated, end-to-end perishables order management. A market-leading solution for two decades, OMS enables buyers, suppliers, and transportation providers using its collaborative platform to drive profitability and eradicate cost and waste from their supply chain operations.

2. Definitions

“Active Trading Partner” For the Authorized User count, Trading Partners who have no existing trading volume with Customer shall be considered inactive.

“Agreement” means the most recent agreement governing Customer’s use of or subscription to iTradeNetwork’s Order Management System.  The Agreement shall include the OMS Terms and Conditions listed herein.  In the event of a conflict between the OMS specific terms and conditions of Customer’s most recent agreement and the OMS specific terms and conditions stated herein, the OMS specific terms and conditions stated herein will govern and control Customer’s use of OMS.

“ACF” means Annual Connector Fee.

“Annual Trading Volume” means the aggregate annual amount of all purchase orders processed via the Solution and does not include canceled or deleted orders.

“Authorized User” means an individual(s) authorized by Customer and designated to iTradeNetwork to receive access to a Solution who have received a User ID, password and security authentication measure to access and use a Solution.

“Integration Partners” means a third-party providers or value-added networks.

“Overage Fee” is an amount equal to: (a) the actual Annual Trading Volume or Quantity set forth in the applicable Order Form less (b) the Maximum Annual Trading Volume or Quantity set forth in the applicable Order Form times (c) the Overage Multiplier set forth in the Fee Table.  If no Overage Multiplier is listed in the Fee Table, Overage Fee(s) will be calculated at the then-current rate which is an amount equal to: (a) the Total Annual Subscription Services Fee divided by (b) Maximum Annual Trading Volume or Quantity set forth in the Fee Table.

3. Subscription Services

3.1. Access. Authorized Users access the Solution through an iTradeNetwork supported Web Portal and from time to time, iTradeNetwork may modify the configurations that it supports.

3.2. Authorized Users. The number of Authorized Users may be set forth in the Fee Table. Customer will assign a unique User ID and password to each Authorized User.  Authorized User seats cannot be shared by more than one (1) individual. Each User ID and password is exclusive to the named Authorized User, who must keep it confidential. Customer will be responsible for each Authorized User’s use of User IDs and passwords. A User ID or Email address may be suspended or terminated upon the reasonable advance request of Customer, or by iTradeNetwork upon evidence of improper use.

4. Customer Responsibilities

4.1. Integration Partners. iTradeNetwork assumes no responsibility for any connectivity or integration related services or charges by Integration Partners. To the extent any Integration Partner charges iTradeNetwork or Customer, Customer will be responsible for such fees and any related costs and Customer will either pay the Integration Partner directly or be invoiced by iTradeNetwork for such costs.

4.2. Equipment and Connectivity. Customer will ensure that it has all the necessary hardware and software required to use the Solution. In addition, Customer is responsible for obtaining and paying for any mobile or Internet connection fees or mobile phone plans that might be required to use the Solutions.

4.3. Access. iTradeNetwork’s obligation to provide the Solution is subject to timely provision of necessary data and information by Customer and any Trading Partners, where applicable.

4.4. Customer Data. Customer will be responsible for access and use, backup and recovery and the security of its Customer Data and iTradeNetwork is not responsible for inaccuracies or delays resulting from input errors by Customer (including its Authorized Users) or its Trading Partners.

4.5. Compliance. Customer will be responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect Customer’s application systems, programs, or data to which iTradeNetwork will have access during the Term. It is Customer’s responsibility to ensure the systems, programs, and data meet the requirements of those laws, regulations and statutes.

5. Fee Adjustments

5.1 In the event that Customer acquires or adds affiliates, divisions, entities, or other similar businesses, iTradeNetwork will enter into an order to address any additional requirements, including additional fees for such entities to subscribe to and use the Solution.

5.2 In the event that Customer implements changes to any of its systems or existing applications, including without limitation, where Customer replaces an application with a new one or changes an existing integration that requires either: (i) reintegration; (ii) recertification; and/or (iii) testing or configuration; or that causes the existing integration to fail, such services may be subject to additional fees which will be scoped in an another agreement or amendment to the Order.

5.3 iTradeNetwork may adjust its fees as a result of any of the following: (a) an increase in trading volume; (b) enablement of additional Trading Partners; (c) an increase in the number of Authorized Users if the Order Form defines a specific number of Authorized Users; or (d) any use of the Solution above and beyond what is defined in the applicable Order Form (collectively “Overage Fees”).  iTradeNetwork will calculate any Overage Fees from the date Customer’s use of the Solution exceeds what is defined in the applicable Order Form through the end of the applicable year and will invoice Customer for any such Overage Fees upon the conclusion of such year.  Additionally, iTradeNetwork will automatically adjust its Annual Subscription Services Fee(s) and ACF on an annual basis at the start of each Term by the greater of five percent (5%) or the then current CPI-U (consumer price index Urban city average).

5.4 Fees will not be adjusted if Customer decreases any of the foregoing in Section 5.3; provided however, if Customer would like to decrease any of the items listed in Sections 5.3 (a) – (c), then Customer shall be required to send a notice of non-renewal prior to the start of the Term in accordance with the notification requirements listed in the Agreement If Customer cancels part or all of its Subscription Services, Customer remains liable for payment of all fees due and payable under the Agreement through the end of the then-current Term.

6. Suspension of Services

6.1. In the event that Customer is delinquent in the payment of fees and/or charges under the Agreement or the Order, or any other fees and/or charges for other solutions or services contracted for by Customer, then iTradeNetwork will have the right to:

    6.1.1. Suspend access to the Solution until past due invoices and/or charges are paid in full along with a $499 reactivation fee; and/or    

    6.1.2.    Terminate the Agreement which will require a $600 reactivation fee and a new Agreement if the Customer wishes to reinstate its access to the Solution.

Upon termination or expiration of Customer’s Order, Customer will no longer have access to the Solution and will take the necessary actions to destroy all iTradeNetwork Confidential Information and such other iTradeNetwork property or certify that it will not use the same except for archival reasons, legal or other similar recordkeeping reasons.  Termination of the Agreement will automatically cause Customer’s Order to terminate.

7. Enablement Timeline

7.1 Enablement Category – Retail. Enablement for Retail Trading Partners generally occurs within three (3) business days from the Amendment Effective Date by evidence of Customer receiving a “configuration complete” email from iTradeNetwork and the submission date of such email shall be the “go live” date for Retail.

7.2 Enablement Category – FoodService. iTradeNetwork provides the following services to enable FoodService Trading Partners:

  • aImplementation information which includes FoodService Trading Partner specific workflow and community data;
  • Facilitate items lists cleansing between FoodService Trading Partner and Customer;
  • Facilitate any FoodService Trading Partner specific tasks Customer must complete prior to go live in production;
  • Primary contact for Customer during the onboarding process, answering questions as needed;
  • Work with Customer and FoodService Trading Partner to determine agreed to go live date; and
  • Entrust Customer / FoodService Trading Partner relationship.

Enablement for FoodService Trading Partners occurs by evidence of Customer receiving a “configuration complete” email from iTradeNetwork and the submission date of such email shall be the “go live” date for FoodService.