Suplery Client Categorization Rules

1. Purpose and scope

These Suplery Client Categorization Rules ("Rules") govern how Clients on the Platform are categorized into the four categories defined in the Brand Terms: Pre-existing Client, Invited Client, First-Order Platform Client, and Subsequent-Order Platform Client. The Client's category determines which fee tier applies to Orders and which non-solicitation rights and restrictions apply to the Supplier–Client relationship.

These Rules should be read in conjunction with the Suplery Inc. Terms of Service ("General Terms") and the Suplery Inc. Brand Terms of Service ("Brand Terms"). Capitalised terms used in these Rules but not defined here have the meanings given to them in the General Terms or the Brand Terms.

These Rules do not address fee rates, payout mechanics, or the consequences of category assignment. Those are governed by the Fees and payouts and Non-solicitation of clients sections of the Brand Terms and by the Suplery Commercial Schedule executed between Suplery and the Supplier.

We reserve the right, in our sole discretion, to make changes or modifications to these Rules at any time and for any reason. We will alert you about any changes by updating the "Last updated" date, and you waive any right to receive specific notice of each such change. Decisions on claims are made under the version of these Rules effective on the date the claim is submitted.

2. Client categories

The Platform recognizes four Client categories:

• Pre-existing Client — a Client with whom the Supplier had a documented commercial relationship before the Client's registration on the Platform, and whom the Supplier has successfully claimed under Section 4.
• Invited Client — a Client who registers on the Platform by accepting an invitation issued by the Supplier under Section 3.
• First-Order Platform Client — a Platform Client placing their first Order with the Supplier.
• Subsequent-Order Platform Client — a Platform Client placing their second or any later Order with the Supplier.

Where a single Order or Client could fall under more than one category, the applicable category and fee tier are determined under the Fees and payouts section of the Brand Terms.

3. Becoming an Invited Client (assignment)

Categorization as an Invited Client is automatic, driven by the Client's acceptance of a Supplier-issued invitation through the Platform interface.

Issuing invitations. A Supplier may issue an invitation to a potential Client only if the Supplier has had no prior commercial relationship with that Client on the Platform.

Acceptance window. The invited Client has 90 days from the date of issuance to accept the invitation through the Platform. If the Client accepts within this window, the Client is categorized as an Invited Client.

Expiry and re-issue. If the invitation is not accepted within 90 days, it expires. The Supplier may issue a new invitation, subject to the same rules.

Order without acceptance. If a Client places an Order or sends a request to the Supplier without first accepting an outstanding invitation, the Client is not categorized as an Invited Client.

Unregistered email. If a Supplier issues an invitation to an email address not registered on the Platform, Suplery will send a registration request to that address. If the recipient completes Platform registration, they are categorized as an Invited Client of the issuing Supplier.

4. Becoming a Pre-existing Client (claiming)

Categorization as a Pre-existing Client requires (i) Supplier action through the Platform interface, (ii) supporting evidence, and (iii) approval by Suplery. The feature is available only where both Suplery and the Supplier have agreed to enable it through the Suplery Commercial Schedule.

4.1 Eligibility

A Client may be claimed as a Pre-existing Client only if the Supplier had a commercial relationship with the Client outside the Platform that is temporally connected to the Supplier–Client engagement on the Platform, in accordance with the recency rule in Section 4.3.

A Client who was first introduced to the Supplier through the Platform — meaning no documented off-Platform relationship exists — is not eligible, regardless of any subsequent off-Platform contact.

4.2 How and when to claim

Claims may be submitted only through the Platform's client claiming interface. Claims submitted by any other means (email, support ticket, etc.) will not be processed.

The Supplier must initiate the claim within 60 days of the Client's first Order placed with the Supplier through the Platform. Claims initiated after this 60-day window will not be considered, and the Client will not become a Pre-existing Client at any later time.

4.3 Evidence and the recency rule

Accepted evidence

The claim must be supported by evidence demonstrating a commercial relationship between the Supplier and the Client that is connected in time to the Supplier–Client engagement on the Platform. Suplery currently accepts the following evidence types:

• Delivery records. A tracking number or comparable carrier-issued record showing a product delivery from the Supplier to the Client.
• Email records. Original email correspondence between the Supplier and the Client, exported directly from the email software with full headers, sender and recipient addresses, timestamps, and original message body intact. Screenshots, forwarded copies, or reformatted exports are not accepted. The correspondence must show that the Client purchased products from the Supplier.

Suplery may, at its sole discretion, accept additional evidence types from time to time. Any expansion of the accepted evidence types will be reflected in an update to these Rules.

Recency rule

For the purpose of these Rules:

• A is the date of the most recent off-Platform commercial interaction shown in the evidence (a delivery, a documented purchase, etc.).
• B(i) are the dates of all interactions between the Client and the Supplier on the Platform (Order, message, connection request, or comparable engagement).

A claim is rejected if either of the following is true:

(a) Stale evidence. A precedes all Platform interactions, and the gap between A and the earliest Platform interaction exceeds 3 months. This case captures off-Platform relationships that had gone cold before the Supplier–Client engagement on the Platform began.

(b) Platform-rooted relationship. At least one Platform interaction precedes A, and the gap between A and the most recent Platform interaction before A is 3 months or less. This case captures off-Platform contact that happened during an active Platform relationship and is therefore a continuation of the Platform relationship, not evidence of a pre-existing one.

Where Platform interactions exist both before and after A, both (a) and (b) apply. The next Platform interaction after A must occur within 3 months of A, and the most recent Platform interaction before A must be more than 3 months earlier than A.

A claim is accepted only if neither (a) nor (b) applies.

Application examples

4.4 Suplery's decision

Suplery will review each claim and respond with one of the following:

• Approve — the evidence meets the criteria above. The Client is categorized as a Pre-existing Client of the Supplier from the date of approval.
• Request more evidence — the submitted evidence is incomplete or insufficient. The Supplier may submit additional materials within the time period stated in the response.
• Reject — the evidence does not meet the criteria.

Right to reasoned decision. The Supplier is entitled to receive the reasoning behind any decision under this Section. Suplery will provide a written explanation that:

(i) is reasonable and based on the actual evidence submitted;

(ii) is grounded in these Rules as in effect on the date the claim was submitted; and

(iii) is sufficiently detailed for the Supplier to understand the basis for the decision and, where applicable, what additional evidence or facts could change the outcome.

The final decision rests with Suplery. Decisions must be based on the criteria set out in these Rules; Suplery may not reject a claim on grounds outside those criteria.

4.5 Effect on fees

Where a claim is approved, Pre-existing Client Fees apply to all subsequent Orders placed by that Client with the Supplier, in accordance with the Fees and payouts section of the Brand Terms.

Where a claim is approved within the 60-day window and the Pre-existing Client Fee rate applicable to the Supplier is lower than the rate that was actually applied to one or more Orders placed by that Client before the approval, Suplery will retroactively apply the Pre-existing Client Fee rate to those Orders and pay out the difference to the Supplier.

Approved Pre-existing Client claims continue to apply to Orders placed by that Client even if the client claiming feature is later disabled for the Supplier through the Schedule. The feature gate affects only new claims.

5. Operational notes

Submitting a claim does not entitle the Supplier to a particular outcome. Decisions are made on the merits of the evidence under the rules in effect on the date the claim is submitted.

These Rules govern Platform categorization only. They do not affect any commercial relationship the Supplier may have with the Client outside the Platform, except to the extent provided in the Non-solicitation of clients section of the Brand Terms.

6. Contact

For queries regarding these Rules, please contact Suplery's support team.