Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you and Axis Platform LLC (“Axis,” “we,” “us,” or “our”) governing your access to and use of the Axis platform, including axisplatform.co, app.axisplatform.co, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service. If you are using the Service on behalf of a business, you represent that you are authorized to bind that business to these Terms, and “you” refers to both you and that business.

Axis is a business-to-business procurement platform that connects food-service buyers (“Buyers”) with food distributors and suppliers (“Suppliers”) and facilitates requests for quotes, offers, orders, and payments between them.

Axis is a facilitator and technology provider, not a party to the transactions between Buyers and Suppliers. When a Buyer orders goods from a Supplier through the Service, the resulting purchase agreement is solely between that Buyer and that Supplier. Axis does not buy, sell, own, store, inspect, handle, transport, or deliver any goods. Axis does not guarantee the quality, safety, legality, availability, or delivery of any goods, the accuracy of any Supplier’s catalog or pricing, or that any Buyer will pay or any Supplier will perform.

Axis acts as the merchant of record only with respect to its own platform fee, described in Section 6.

The Service is currently available on an invite-only basis to businesses participating in our pilot. You may create a business account only if you have been invited or otherwise authorized by Axis. You must be at least 18 years old and authorized to act on behalf of the business you represent. We may grant, limit, suspend, or revoke access at our discretion.

Account types on the Service include Buyer businesses, Supplier businesses, and platform administrators. Within a business, members may hold roles such as owner, admin, or member. A Supplier may also designate sales representatives (“sellers”) who are limited to acting on behalf of the Supplier with respect to the specific Buyers assigned to them.

You are responsible for:

• Providing accurate, current, and complete information;
• Maintaining the confidentiality of your login credentials and all activity under your account;
• The acts and omissions of all members, admins, and sellers you authorize within your business account; and
• Using the Service in compliance with these Terms and applicable law.

You must notify us promptly of any unauthorized use of your account.

Buyers may request quotes from Suppliers (by posting a request for quote or procurement request and receiving offers) or place orders directly from a Supplier’s catalog. Once an order is created, the Supplier confirms it, the order is paid or placed on payment terms (see Section 6), and the Supplier prepares and delivers the goods, with the Buyer confirming receipt. The Service also supports recurring orders, in which a Buyer authorizes a repeating schedule of orders.

The specific commercial terms of any order — including price, quantity, delivery, and product specifications — are determined by the Buyer and Supplier, not by Axis.

Payment processing. All payments are processed through our third-party payment processor, Stripe. Suppliers must complete Stripe Connect onboarding to receive payouts; until onboarding is complete, a Supplier cannot receive funds for orders. Payment card and bank details are handled directly by Stripe; Axis does not store full card or bank account numbers.

Platform fee. Axis charges a platform fee of 2.5% of the order amount. This fee is borne by the Supplier and is deducted from the Supplier’s payout via Stripe; the Buyer pays only the order total, with no additional amount added on top. Stripe’s own processing fees may also apply to the Supplier’s payout. The platform fee applies to both pay-now and net-30 orders.

Payment timing. At checkout, a Buyer may choose to pay immediately (“pay now”) or, where available, to pay on net-30 terms (payment due within 30 days of delivery). For net-30 orders, the order may be fulfilled before payment, and payment becomes due on the due date shown for the order.

Authorization to charge. By selecting net-30 terms, recurring orders, or by saving a payment method, you authorize Axis and Stripe to charge your saved payment method for the applicable order amounts, including charging a net-30 order on or after its due date and charging recurring orders according to the schedule you authorize. You are responsible for ensuring a valid payment method is available. The payment obligation for any order is the Buyer’s, owed in connection with the Buyer’s purchase from the Supplier.

Taxes. Axis does not calculate, collect, or remit any sales, use, IVU, or other taxes on transactions between Buyers and Suppliers. Buyers and Suppliers are solely responsible for determining, collecting, reporting, and remitting any taxes applicable to their transactions.

All amounts are in U.S. dollars.

Cancellations. Orders past their early stages may be cancelled only by mutual approval of the Buyer and Supplier. If an order has already been paid, an approved cancellation may result in a refund through Stripe.

Refunds. Refunds, where applicable, are processed through Stripe against the original payment. Whether a refund is owed is determined by the Buyer and Supplier and the circumstances of the order.

Disputes between users. Because the transaction is between the Buyer and the Supplier, disputes regarding goods, delivery, quality, or payment are primarily between those parties. The Service provides an issue-reporting process through which a Buyer or Supplier may raise an issue with an order within the applicable window and exchange messages to resolve it. If the parties cannot resolve an issue, it may be escalated to an Axis platform administrator, who may review the issue and render a decision. You agree that, where you use this escalation process, the administrator’s decision regarding the issue may be applied to the order as a resolution within the Service. Axis’s role in this process is administrative and does not make Axis a party to the underlying transaction or liable for it.

Businesses may be asked to submit documents for verification. Verified status is granted only by Axis and cannot be self-assigned. Certain features may be limited to verified businesses. Verification by Axis does not constitute an endorsement or a guarantee of any business’s identity, legitimacy, or performance.

You may submit content to the Service, including catalogs, product information, pricing, photos, messages, and reviews (“User Content”). You retain ownership of your User Content, but you grant Axis a non-exclusive, worldwide, royalty-free license to host, store, display, and use it as necessary to operate and provide the Service.

You are responsible for your User Content and represent that you have the rights to submit it and that it is accurate and lawful. Reviews and other feedback must reflect genuine experiences. You agree not to submit content that is false, misleading, unlawful, infringing, or harmful.

You agree not to misuse the Service, including by attempting to gain unauthorized access, interfering with its operation, scraping data, circumventing access or security controls, or using the Service to violate any law or the rights of others.

The Service is provided “as is” and “as available,” without warranties of any kind, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Axis does not warrant that the Service will be uninterrupted, secure, or error-free, and does not warrant or take responsibility for any goods, Suppliers, Buyers, transactions, catalogs, pricing, offers, or communications on the Service. Any dealings between Buyers and Suppliers are solely between those parties, and you assume all risk arising from those dealings.

To the maximum extent permitted by law, Axis and its officers, members, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or goods, arising out of or related to your use of the Service or any transaction conducted through it, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Axis’s total liability for any claim arising out of or relating to the Service or these Terms will not exceed the total platform fees actually received by Axis from you in the three (3) months preceding the event giving rise to the claim.

You agree to indemnify and hold harmless Axis and its officers, members, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Service, your User Content, your transactions with other users, or your violation of these Terms or applicable law.

We may suspend or terminate your access to the Service, in whole or in part, at any time, with or without notice, if you violate these Terms, create risk or possible legal exposure for us, or for any other reason at our discretion. You may stop using the Service at any time. Provisions that by their nature should survive termination — including payment obligations, disclaimers, limitations of liability, and indemnification — will survive.

We may modify or discontinue the Service, or update these Terms, at any time. When we make material changes to these Terms, we will update the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the Commonwealth of Puerto Rico and the applicable laws of the United States, without regard to conflict-of-laws principles. You agree to the exclusive jurisdiction of the courts located in Puerto Rico for any dispute arising out of or relating to these Terms or the Service that is not otherwise subject to the issue-resolution process described above.

Questions about these Terms may be directed to:
Axis Platform LLC
Email: admin@axisplatform.co