Wholesale & Business Terms of Trading

·Contents

1.About these terms

These Wholesale & Business Terms of Trading (the “Terms”) form a binding contract between you (“you”, “the Buyer”) and HULO Global Limited, a company incorporated in England and Wales, registered number 17134928, with registered office at Unit A, 82 James Carter Road, Mildenhall, United Kingdom, IP28 7DE (“we”, “us”, “elite”).

These Terms apply to every order you place with us in the course of business, including all orders made through our wholesale order pad at /business/portal/wholesale, every Pay-on-Account purchase, every formal quote we issue, and every order placed against a Purchase Order. By placing an order you confirm you have read, understood and accept these Terms.

These Terms apply in place of any conflicting terms put forward by you (including any pre-printed conditions on your purchase order, supplier-onboarding document or quotation acknowledgement), regardless of when those terms are presented to us. No course of dealing, prior conduct, or failure on our part to object varies this position.

2.Definitions

The following words have the meanings shown:

Goods

The software licences, activation keys, certificates of authenticity (COA) and any related digital deliverables supplied under your order.

Order

Your offer to buy Goods from us, placed via the website, in writing, or by issuing a Purchase Order against a Quote.

Quote

A written or electronic statement of price and Goods we are willing to supply, including any quote generated through our online quote-request flow.

Purchase Order / PO

Your written authorisation to buy, identified by your PO Number. The PO Number is captured on the wholesale order pad and shown on every invoice we issue.

Pay-on-Account

Settlement of invoices on agreed Net-X terms, against a credit limit we approve.

Account Terms

The credit limit (in £) and payment-terms days (e.g. Net-7, Net-14, Net-30) we have approved in writing or via the in-product application flow.

EULA / Publisher Terms

The end-user licence terms that govern the software supplied, set by the software publisher (e.g. Microsoft).

Working Day

Monday to Friday excluding English public holidays.

Late Payment Act

The Late Payment of Commercial Debts (Interest) Act 1998 as amended.

3.B2B status & eligibility

By placing an Order you warrant that you are acting in the course of business and not as a consumer. You confirm that you are at least 18 years old and have authority to bind the business you represent.

The Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and other consumer-specific protections do not apply to business-to-business orders placed under these Terms.

We may refuse to open or maintain an account at our discretion, including where you cannot demonstrate a UK or EEA business presence, where credit-reference checks return unsatisfactory results, or where we have reasonable grounds to suspect fraud, abuse, or sanctions exposure.

4.Quotes, purchase orders & order acceptance

Quotes we issue are valid for 30 days from the date of issue unless we state otherwise on the Quote itself. Prices on the website are valid from the time the Order is placed and accepted.

An Order is your offer to buy. A contract forms only when we accept the Order, which we do by one of: (a) emailing you an order confirmation, (b) raising an invoice, or (c) despatching the licence key(s). Until acceptance we may decline the Order in whole or in part without liability.

Your Purchase Order Number, cost centre, buyer reference, project code, approver email and requested delivery date — as captured on the wholesale order pad or supplied at checkout — form part of the Order record. They appear on the invoice and order confirmation. They do not, in themselves, vary these Terms.

5.Catalogue accuracy & substitution

We take reasonable care to keep the product catalogue, pricing and stock information accurate. Software publishers may nonetheless: rename SKUs, discontinue editions, alter EULA terms, change activation methods, or release equivalent successor SKUs at any time.

Where a product is end-of-life or otherwise unavailable, we may (with your prior consent for individual orders, or per the substitution rules set out on the relevant product page): propose a successor SKU at the equivalent or lower price, refund the affected line in full, or cancel the affected line.

Typographical or pricing errors on the website do not bind us. Where we identify a manifest pricing error before despatch we will contact you to confirm whether to proceed at the correct price or cancel the affected line.

6.Prices, VAT & volume discounts

All prices are quoted in pounds sterling (£) and are exclusive of value-added tax (VAT), which is added at the prevailing UK rate at the time of invoicing. Our VAT registration number is published in the website footer and on every invoice.

Volume discounts on the wholesale order pad apply per SKU per order line as follows:

• 5 + units of the same SKU: 5% off the line.
• 25 + units: 8% off the line.
• 100 + units: 12% off the line.
• 500 + units: bespoke pricing — please use the in-product quote-request flow.

Volume tiers compound with currently-published list prices but are not stackable with separately-negotiated contract pricing unless we have agreed this in writing.

6.A.Payment methods

We accept payment by the following methods, subject to eligibility:

1. Card — Visa, Mastercard, American Express, Apple Pay and Google Pay through Stripe. Funds are taken at the time of order. Manual capture (authorise now, capture later) applies to orders over our large-order threshold and to any card-hold credit-terms account we have approved.
2. BACS bank transfer — your Order is reserved in the “Payment Authorized” state. Licences are released as soon as we confirm receipt of funds (usually the same working day). Bank details and your unique payment reference (the Order code) are shown at checkout and on the Order confirmation email.
3. Pay-on-Account — settlement by BACS within your agreed Account Terms (see §7). Available only to approved accounts within their current credit limit.

All bank transfers must quote the Order code as the payment reference. We cannot guarantee timely matching of unreferenced transfers and may delay fulfilment of any Order where the transfer cannot be matched.

7.Pay-on-Account (credit accounts)

Pay-on-Account is offered only at our discretion. Approval may be subject to: completion of our application or supplier-pack process, credit-reference checks, satisfactory trading history and provision of any supporting documentation we reasonably request.

7.1 Credit limit

Your approved credit limit is the maximum total outstanding balance (inclusive of VAT, exclusive of any agreed deposits) we will permit at any one time. We may decline Orders, suspend the account, or require payment up-front where an Order would cause the limit to be exceeded.

7.2 Payment terms days

Invoices fall due the number of days stated in your Account Terms (commonly Net-7, Net-14, Net-30, Net-45, Net-60 or Net-90). The due date is calculated from the invoice issue date.

7.3 Review & withdrawal

We may review your credit limit and payment-terms days at any time. We may reduce the limit, shorten the terms, or withdraw Pay-on-Account entirely with 7 days’ written notice (zero notice where you are in material default or where required to manage credit risk). Existing invoices remain payable on their original due dates regardless of any change.

7.4 Suspension

We may suspend Pay-on-Account immediately, without notice, where you (a) miss an invoice due date, (b) exceed your credit limit, (c) enter or threaten to enter insolvency proceedings, (d) provide materially inaccurate information to us, or (e) breach these Terms in a way that affects our credit risk.

7.5 Set-off

You may not withhold, set off, deduct or counterclaim any sums against amounts due to us. We may set off any sums due to you against any sums due from you.

8.Late payment & statutory interest

Where an invoice is not paid in full by its due date, the following apply automatically and without further notice:

• Statutory interest on the unpaid amount under the Late Payment Act at the rate of 8% above the Bank of England base rate, accruing daily from the day after the due date until paid in full.
• Fixed compensation under the Late Payment Act: £40 (debt < £1,000), £70 (£1,000 – £9,999.99) or £100 (£10,000 +) per overdue invoice.
• Reasonable recovery costs in excess of the statutory compensation, including but not limited to solicitor's fees and collection-agent charges.
• Suspension of further fulfilment under §7.4 above.

Our automated chase cascade (at T−7, T−3, on the due date, T+3, T+7 and T+14 days past due) is a convenience reminder only and does not waive any of the above.

9.Title & risk

Title in the Goods (the licence rights we transfer to you, to the extent permitted by the publisher) passes to you on full payment by cleared funds. Risk in the Goods passes on delivery of the licence key to the email address on your Order.

Until title has passed, you may not transfer, sub-licence, assign, charge or otherwise dispose of the Goods. Where an activation key has been delivered but the corresponding invoice remains unpaid, you must not activate or further distribute that key without our written consent.

10.Delivery of digital licences

Goods are delivered electronically to the email address on the Order. Delivery is deemed to have occurred when the licence key is despatched to that address. Where the Order requires prior cleared funds (BACS) or admin approval (Pay-on-Account over limit, card-hold pre-authorisation), delivery occurs once those conditions are satisfied.

Time of delivery is an estimate, not a contractual deadline, unless we expressly agree otherwise in writing. Typical timings:

• Card payment: within minutes of order confirmation, up to one Working Day.
• BACS bank transfer: same Working Day on receipt of funds.
• Pay-on-Account: same Working Day on order placement (within limit).
• Bespoke / quoted orders: per the timing on the Quote.

You are responsible for ensuring the delivery email address is monitored and capable of receiving licence-delivery emails (including not blocking our sending domains in your anti-spam system). Failure to monitor the address does not delay or void delivery.

11.Authenticity, sourcing & activation

We source all licences exclusively through authorised channels, including Microsoft's Cloud Solution Provider (CSP) programme, authorised distributors, and direct publisher channels. Every Order is delivered with a genuine Certificate of Authenticity (COA) or activation key as supplied by the publisher.

In the unlikely event of an activation failure, we will issue a replacement key within one Working Day of you reporting the failure (provided you report it within 30 days of delivery and supply reasonable diagnostic information).

We are not the publisher and do not provide first-line technical support for the software itself. We will, however, assist reasonably with licence-related issues (activation, allocation, entitlement) and refer you to publisher support where required.

12.End-user licence terms

All software supplied is subject to the publisher's own end-user licence agreement (EULA), as published by the publisher from time to time. You are responsible for reading, accepting and complying with the applicable EULA. By activating a key you accept the EULA in respect of that key.

We pass through, but do not extend, modify or supplement any warranty, indemnity or other right granted to you by the publisher under the EULA. Where the EULA conflicts with these Terms in respect of your use of the software, the EULA prevails as between you and the publisher.

13.Acceptance, errors & defects

You must inspect the Goods on delivery. Any apparent shortage, mis-delivery, or activation failure must be notified in writing to sales@eliteenterprisesoftware.com within30 days of delivery, failing which the Order will be deemed accepted in full.

The 30-day window does not apply where the defect could not reasonably have been discovered within that time (latent activation failure caused by a publisher-side issue, for example).

14.Returns, refunds & cancellation

Software licences are digital products that are consumed on activation. Once we have despatched the activation key we cannot retrieve or revoke it.

14.1 Pre-delivery cancellation

You may cancel an Order at any time before the licence key has been despatched, by emailing us. We will refund the Order in full to the original payment method. An administrative fee may apply where significant pre-delivery work has been performed (custom quotes, complex licence allocation).

14.2 Post-delivery refunds

Once the licence key has been delivered, refunds are at our discretion and limited to:

• Duplicate orders or mis-delivery caused by us;
• Activation failures we cannot resolve with a replacement key;
• SKU substitutions you have rejected under §5;
• Manifest pricing errors we have not corrected.

Where a refund is given, we will issue a credit note and refund to the original payment method within 14 days of approval.

15.Warranties

We warrant that:

• We have the right to supply the Goods;
• The Goods correspond to the description on the Order;
• Licence keys are genuine and (at the time of delivery) valid for the period and edition described.

Save as expressly set out in these Terms and to the maximum extent permitted by law, all warranties, conditions and other terms (whether express or implied by statute, common law or otherwise) are excluded.

16.Limitation of liability

Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited or excluded by law.

Subject to the paragraph above, and to the maximum extent permitted by law:

• Our total aggregate liability arising out of or in connection with any Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to 100% of the price paid by you for that Order (exclusive of VAT).
• We are not liable for any: loss of profit, loss of revenue, loss of business, loss of contract or opportunity, loss of anticipated saving, loss of goodwill, loss or corruption of data, business interruption, or any indirect or consequential loss whatsoever, however arising.
• You will mitigate any loss you suffer using all reasonable steps.

The publisher's EULA may further limit your remedies in respect of the software itself; that limitation operates independently of this clause and as between you and the publisher.

17.Intellectual property

All intellectual property in the software itself belongs to the publisher (Microsoft and others). Your right to use the software is granted by the publisher under the relevant EULA; we transfer to you the licence rights set out in the Order, no more and no less.

All intellectual property in our trade marks, brand assets, website, product copy, the wholesale order pad, the supplier pack template, our invoice templates and the like remains our property or that of our licensors. You may not copy, distribute, reverse-engineer or create derivative works of these materials without our prior written consent.

18.Confidentiality

Each party shall keep confidential the other's non-public information, including bespoke pricing, agreed Account Terms, quotes, trading volumes, technical information and any other information marked or reasonably understood as confidential. This obligation survives termination of the trading relationship for 3 years.

The above does not apply to information that is in the public domain (other than by breach), independently developed, lawfully received from a third party, or required to be disclosed by law or a regulator.

19.Data protection (UK GDPR)

We process personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018, and our Privacy Policy. HULO Global Limited is the data controller in respect of personal data you provide to us (buyer contact details, billing details, order history). We are registered with the UK Information Commissioner's Office (ICO).

Where you supply us with personal data of your employees, contractors or authorised users (e.g. for licence allocation), you warrant that you have a lawful basis to do so and have informed those data subjects in accordance with applicable law.

20.Anti-bribery, sanctions & modern slavery

Each party warrants that, in connection with these Terms, it will: (a) comply with the Bribery Act 2010 and equivalent laws; (b) not engage in any conduct that would constitute an offence under those laws; (c) comply with all applicable sanctions regimes (UK, EU, US OFAC, UN) including those prohibiting trade with sanctioned persons or jurisdictions; (d) take reasonable steps to ensure its supply chain is free of modern slavery and human trafficking, consistent with the Modern Slavery Act 2015.

21.Force majeure

Neither party is liable for delay or failure to perform any obligation under these Terms (other than the obligation to pay sums due) where caused by events beyond its reasonable control, including but not limited to: acts of God, war, terrorism, riot, government action, public-health emergencies, embargoes, sanctions, internet or telecommunications outages affecting third-party infrastructure, publisher service outages, cyber-attacks on third-party systems we rely on, strikes (other than involving our own workforce), or shortage of supply at the publisher level.

The affected party shall notify the other promptly and use reasonable efforts to mitigate. Where a force-majeure event continues for more than 60 days, either party may terminate affected Orders by written notice; pre-paid amounts for undelivered Goods will be refunded.

22.Notices

Routine notices (order confirmations, invoices, account statements, chase reminders) are validly given by email to the address on your account.

Formal notices (notice of breach, termination, suspension of account) must be given in writing by email to sales@eliteenterprisesoftware.com with a copy by post to our registered office. Notices to you are given to the email address and registered office on your account record. Notices are deemed received: by email on transmission (provided no delivery-failure response is received); by first-class post 2 Working Days after posting.

23.Assignment & subcontracting

You may not assign, sub-licence, charge or otherwise transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer ours at any time. We may subcontract any of our obligations on notice to you; we remain responsible for performance of subcontracted obligations.

24.Severability & waiver

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unlawful or unenforceable, the remaining provisions remain in full force and effect, and that provision shall be modified to the minimum extent necessary to make it valid and enforceable.

No failure or delay by us to exercise any right under these Terms operates as a waiver, nor does any single or partial exercise of any right preclude any further exercise of that right or any other.

25.Entire agreement & variation

These Terms, together with the relevant Order, any signed credit application, and our currently-published Privacy and Cookies policies, constitute the entire agreement between you and us in respect of the supply of Goods and supersede all prior agreements, understandings and representations on the same subject matter.

We may amend these Terms from time to time by posting a new version on the website. The version applicable to an Order is the version posted at the time the Order is placed. Continued ordering after a posted change constitutes acceptance of the change.

26.Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

27.Governing law & jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

28.Contact & entity details

Legal entity

HULO Global Limited

Trading as

elite (https://elite-software.co.uk)

Companies House number

17134928

Registered office

Unit A, 82 James Carter Road, Mildenhall, United Kingdom, IP28 7DE

Sales & new accounts

sales@eliteenterprisesoftware.com

Telephone

+44 178 040 7564

For a printable one-page summary suitable for your AP / procurement file, see Trading Summary. For supplier-onboarding information (ISO, insurance, VAT certificate references), see Supplier Pack.