Customer terms
Version 1.0 · 26 October 2026. These terms have two parts: the order form (Part A), which records the deal for each customer, and the standard terms (Part B), which are the same for every customer. Special arrangements go on the order form; the standard terms stay unchanged.
Part A — Order form (template)
| Item | Detail |
|---|---|
| Provider | Athri & Aurva Limited, trading as InterchangeGate, company no. 09585163, registered office 71 Engaine Drive, Shenley Church End, Milton Keynes, England, MK5 6BB; VAT number GB 217 8359 86 ("InterchangeGate", "we") |
| Customer | Company name, company number and address ("you") |
| Customer contact | Name and email — also the contact for notices |
| Start date | As agreed |
| Flows | For example: Retailer X — ORDERS inbound; Retailer X — INVOIC outbound. A flow is one trading partner, one message type, one direction. |
| Monthly fee | £50 / €60 per flow per month (standard price). Early-bird price for our first 10 customers: £25 / €30 per flow per month, fixed for 12 months from the start date; the standard price applies after that. Each flow includes 250 messages per month. |
| Extra messages | £5 / €6 per 100 messages above a flow's monthly allowance, rounded up to the next 100. Acknowledgements and receipts (MDN, CONTRL, 997) are free. |
| Setup fees | £250 / €300 per flow. Early-bird customers: setup of the first flow is free. |
| Consultancy | EDI health check: £500 / €600 fixed fee for a written recommendation (approach, message list and setup estimate) and a follow-up call; credited against setup fees if you go ahead. Other consultancy, audits and ERP integration: quoted. |
| Payment | Monthly in advance, by the method agreed. Setup and consultancy fees invoiced, due within 14 days. Prices exclude VAT. |
| Term | Rolling monthly; either side may end it with 30 days' notice. |
| Liability cap | The greater of fees paid in the 12 months before the claim and £50,000 (clause 11). |
| Special terms | None, unless described here |
By signing, both parties agree to this order form, the standard terms below, the Data processing agreement and the Support policy, as published at interchangegate.com on the start date.
Signed for InterchangeGate: ________ Date: ____ · Signed for the Customer: ________ Date: ____
Part B — Standard terms
1. Definitions
- Service: our hosted EDI service, including connections (AS2, SFTP, email), translation, the web portal and support.
- Flow: one trading partner, one message type and one direction.
- Customer data: the documents, files and information you or your trading partners send through the Service.
- Trading partner: a business you exchange documents with, such as a retailer, distributor or marketplace.
- Mapping sheet: the document describing how each field of your data is converted for a flow.
- Business day: Monday to Friday, excluding public holidays in England.
2. Business customers only
You confirm you are entering into this agreement for your business, trade or profession, and not as a consumer. The Service is offered only to businesses established in the United Kingdom or the European Union.
3. The Service
3.1 We will set up each flow on the order form, connect to your trading partner, and translate and deliver documents for that flow.
3.2 For each new flow we prepare a mapping sheet. You review and approve it before we build the flow. We build the flow to the approved mapping sheet and your trading partner's specification as given to us.
3.3 We will provide the Service with reasonable skill and care. We may change or improve how the Service works, provided we don't materially reduce what you've paid for.
3.4 Adding or removing flows is done by updated order form or by email confirmed by both sides. Fees change from the next billing month.
3.5 Use of AI. We use AI tools, currently Anthropic's Claude AI tools, to help build, test and support the Service, including preparing mappings from your sample files and investigating errors. This is part of how we keep prices low. AI tools normally see only anonymised copies of your samples. If a real document has to be shared with an AI tool, we do so only under terms that include a data processing agreement and don't allow your data to train AI models. A person reviews and approves all AI-assisted work. Your approval of the mapping sheet under clause 3.2 still applies. The AI tools are listed on our Sub-processors page.
4. Your responsibilities
You will:
- give us accurate information, specifications and sample files, and tell us promptly when your trading partner changes its requirements;
- make sure the data you send is accurate and complete; we translate it but don't check its business content (prices, quantities, VAT);
- take part in testing with your trading partner, and check the results before going live;
- keep portal logins, keys and passwords secure, and tell us at once if you suspect misuse;
- have the right to send us the customer data, including any personal data, and use the Service lawfully;
- keep your own records of the business documents you need; the Service is not an archive beyond the retention period in clause 7.5.
5. Trading partners and third parties
5.1 Your relationship with each trading partner is yours. We are not a party to it and are not responsible for its terms.
5.2 We are not responsible for trading partners' systems, VANs, Peppol access points, internet or email providers, or their failures, delays or rejections.
5.3 If a trading partner changes its specification, connection details or certificates, updating the flow is a change. Minor updates are included; larger ones (in our reasonable view) we quote first.
6. Fees and payment
6.1 You pay the fees on the order form. Monthly fees are payable in advance; message usage above the allowance is charged in arrears. Unused messages don't roll over.
6.2 Fees exclude VAT, which you pay at the applicable rate.
6.3 If a payment is late, we may charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. If a payment is more than 14 days late, we may suspend the Service after giving you 7 days' written notice.
6.4 We may change our prices on 30 days' notice. If you don't accept a change, you may end the agreement before it takes effect.
6.5 Fees paid are not refundable, except as set out in clause 12.4.
7. Customer data, confidentiality and security
7.1 You own the customer data. You allow us to store, process and transmit it only to provide the Service, support you and meet our legal obligations.
7.2 The Data processing agreement forms part of these terms and governs personal data in the customer data.
7.3 Each party will keep the other's confidential information private and use it only for this agreement. This doesn't apply to information that is public, already known, independently developed, or that must be disclosed by law.
7.4 We will protect the Service and customer data with the measures in the Data processing agreement.
7.5 Message history is kept and visible in the portal for 30 days, then deleted.
7.6 We may use anonymised, aggregated statistics about use of the Service to run and improve it. These never identify you, your trading partners or any person.
8. Intellectual property
8.1 We own the Service, our software, templates and know-how, including improvements made while serving you.
8.2 The maps, grammars and mapping sheets built for your flows are part of our templates. While this agreement lasts, you may use them through the Service. When it ends, on request we will give you the mapping sheets and the map files for your flows, which you may use for your own business.
8.3 You may not copy, resell or reverse engineer the Service, or use it to build a competing service.
9. Support and availability
9.1 We provide support as described in the Support policy.
9.2 We aim to keep the Service available at all times but don't guarantee uninterrupted operation. We may carry out maintenance, giving notice of planned work where we reasonably can.
9.3 Where a message fails because of the Service, we will fix the cause and reprocess or resend it where possible.
10. Warranties
Each party confirms it has authority to enter this agreement. Except as stated in these terms, all other warranties and conditions are excluded to the extent the law allows.
11. Liability
11.1 Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for your obligation to pay fees, or any liability that can't be limited by law.
11.2 Neither party is liable for: loss of profit, revenue, business, contracts or goodwill; pure economic loss; or any indirect or consequential loss.
11.3 We are not liable for: (a) charges, penalties, fines, chargebacks, compliance fees or delisting imposed by a trading partner or authority; (b) loss caused by errors in data you supply, or by changes your trading partner didn't tell us about; (c) loss of data beyond the cost of restoring it from our most recent backup; (d) loss arising from any period during which the Service, or a hosting or cloud provider it relies on, is unavailable.
11.4 Subject to 11.1, each party's total liability under or in connection with this agreement, in each 12-month period from the start date, is limited to the liability cap on the order form.
11.5 You must notify us of a claim within 12 months of becoming aware of it.
12. Term, suspension and ending
12.1 This agreement runs from the start date month to month until ended.
12.2 Either party may end the agreement, or any flow, by giving 30 days' written notice.
12.3 Either party may end it immediately by notice if the other: commits a material breach that isn't fixed within 14 days of notice; or becomes insolvent, enters administration or liquidation, or stops trading.
12.4 If we end the agreement under 12.2, we refund any fees paid for the period after it ends.
12.5 We may suspend access immediately where needed to stop a security threat, unlawful use or harm to the Service or others, and will tell you why as soon as we can.
12.6 After the agreement ends, we will, if asked within 30 days, export your message history and provide the files in clause 8.2. We then delete customer data within a further 30 days, unless the law requires us to keep it.
12.7 Clauses 6 (unpaid fees), 7.3, 8, 11, 12.6 and 14 survive the end of the agreement.
13. Events outside our control
Neither party is liable for delay or failure caused by events beyond its reasonable control, such as a failure of a hosting or internet provider, cyber attack, power cut, or government action. If such an event lasts more than 30 days, either party may end the agreement by notice.
14. General
14.1 Order of documents: if documents conflict, the order form wins, then the Data processing agreement (for personal data), then these standard terms, then the Support policy.
14.2 Changes: we may update these standard terms by giving 30 days' notice by email. If a change materially disadvantages you, you may end the agreement before it takes effect.
14.3 Notices are given by email to the contacts on the order form, and take effect on the next business day.
14.4 Subcontracting and assignment: we may use subcontractors and sub-processors and remain responsible for them. Neither party may transfer this agreement without the other's consent, except we may transfer it to a buyer of our business on notice.
14.5 Entire agreement: these documents are the whole agreement and replace earlier discussions. Neither party relies on statements not set out here, but this doesn't limit liability for fraud.
14.6 Third parties: no one else may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
14.7 Severance and waiver: if a clause is invalid, the rest continues. Delay in enforcing a right is not a waiver.
14.8 Law: this agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.