This Producer Agreement (the “Agreement”) governs the relationship between Shardana UK Ltd, trading through the Trust Run platform (“Shardana”, “Trust Run”, “we”, “us”), and the business producer identified during registration (“Producer”).
Shardana UK Ltd is incorporated in England and Wales, Company No. 14611233, VAT No. GB436361106, with registered office at International House, 36-38 Cornhill, London EC3V 3NG, United Kingdom.
1.1 Trust Run is a business-to-business digital marketplace and SaaS platform designed to connect artisan food producers with professional buyers, including restaurants, distributors and other business operators.
1.2 Trust Run provides technological infrastructure and related platform services. Unless expressly stated otherwise, Shardana does not purchase, take title to, resell, distribute or take physical possession of the Producer’s goods.
1.3 Each sale of goods is concluded directly between the Producer and the Buyer. The Producer remains the seller of record in relation to the goods and is responsible for performance of the sale contract with the Buyer.
1.4 Access to Trust Run is intended exclusively for persons acting for business or professional purposes. Consumer sales are not permitted through the platform.
2.1 The Producer must provide complete, accurate and current business information, including a valid VAT number and any information reasonably required for verification, invoicing, compliance and payment onboarding.
2.2 The Producer must complete and maintain any onboarding and verification required by Trust Run’s payment service provider. Failure to maintain an eligible payment account may result in suspension of ordering functionality.
2.3 The Producer warrants that the person creating or administering its account has authority to bind the Producer.
3.1 The standard Producer subscription fee is EUR 199 per month, exclusive of any applicable taxes.
3.2 New Producers are eligible for an introductory subscription fee of EUR 99 per month for their first two months of service, unless a different written commercial offer has been agreed.
3.3 The Buyer is charged a platform commission equal to 5% of the value of the goods purchased, excluding transport charges. This commission is additional to the price of the goods and is not deducted from the amount due to the Producer.
3.4 Payment processing charges relating to the platform payment flow are borne by Shardana under the current commercial model, unless the parties expressly agree otherwise in writing for future transactions.
3.5 Subscription charges and other fees payable by the Producer are independent from the purchase price payable by Buyers for goods.
4.1 The Producer is responsible for maintaining accurate and current product descriptions, prices, availability, preparation times, images, labels, nutritional information, allergens, certifications and other product information.
4.2 Where Trust Run provides a catalogue-upload service, it acts solely on information and materials supplied by the Producer. The Producer remains responsible for reviewing and approving the resulting listing and for its accuracy, completeness and legality.
4.3 The standard catalogue-upload service is EUR 10 per product as a one-off charge. For the first seven Producers onboarded, products uploaded during the first three months following activation are uploaded without charge; subsequent uploads are charged at the standard rate.
4.4 The Producer grants Shardana a non-exclusive, worldwide, royalty-free licence for the duration of this Agreement to host, reproduce, format and display product data, trademarks, images and other materials supplied by the Producer solely to operate, promote and provide the Trust Run service.
5.1 A Buyer may prepare and submit an order through the platform. The Producer may accept or reject the order.
5.2 The Buyer is requested to pay only after the Producer has accepted the order and before the goods are dispatched.
5.3 Acceptance of an order by the Producer creates the commercial commitment to supply the goods subject to successful payment and the applicable Buyer terms.
5.4 The Producer must maintain sufficient stock information and must not knowingly accept an order that it cannot fulfil within the stated preparation time.
5.5 Shardana is not a party to the contract for the sale of goods between Producer and Buyer.
6.1 Payments are processed through an independent payment service provider. The purchase price of the goods is directed to the Producer’s account with that provider and does not become part of Shardana’s own funds.
6.2 Under the current payment configuration, the Producer receives the amount due for the goods before dispatch. Trust Run does not operate an escrow service and does not hold the purchase price pending delivery.
6.3 The Producer authorises the payment flows and deductions required to operate the Trust Run payment configuration in accordance with the payment provider’s applicable terms.
6.4 The Producer must comply with all payment-provider verification, fraud-prevention and account requirements applicable to it.
7.1 The Producer remains economically responsible for refunds, reversals, chargebacks, payment disputes and related amounts arising from its goods, fulfilment, conduct or breach of the sale contract, except to the extent caused solely by Shardana’s breach.
7.2 If Shardana is debited, charged or otherwise required by the payment provider to fund any negative balance, chargeback, refund, dispute fee or related amount attributable to a Producer transaction, the Producer shall reimburse Shardana for that amount on demand, to the extent permitted by applicable law.
7.3 The Producer shall promptly provide documents and evidence reasonably requested to defend a payment dispute, including order, dispatch, delivery, product and communications evidence.
7.4 Where legally and technically permitted, Shardana may set off amounts validly due from the Producer against amounts otherwise payable by Shardana to the Producer.
7.5 Shardana may suspend the Producer’s ability to receive new orders while material negative balances, unresolved fraud concerns or repeated payment disputes remain outstanding.
8.1 The Producer is responsible for preparing and packaging the goods properly for transport, taking particular account of fragile packaging such as glass bottles and jars.
8.2 The Producer shall comply with reasonable packaging and palletisation protocols communicated by the logistics provider and shall ensure that packages and pallets are stable and suitable for collection and transport.
8.3 Under the current operating model, the Producer is the shipper and the carrier invoices the Producer for transport services. Shardana does not itself perform carriage and does not take physical custody of the goods.
8.4 The Producer shall generate the relevant shipping documentation and enter the shipment/tracking reference into the Trust Run platform.
8.5 The Producer should retain reasonable evidence of the condition and packaging of the goods before collection, including photographs where required by Trust Run or the carrier.
8.6 Responsibility for transport damage shall be assessed according to its cause: damage resulting from inadequate packaging remains the Producer’s responsibility; loss or damage attributable to carriage is subject to the carrier’s applicable terms, insurance and mandatory law.
8.7 The Producer shall cooperate promptly with the Buyer, Shardana and carrier in investigating loss, damage, shortage, delay or other delivery complaints.
9.1 The Producer is solely responsible, as between the Producer and Shardana, for ensuring that its goods may lawfully be marketed and sold in the relevant territory and comply with applicable food, hygiene, traceability, labelling, allergen, nutritional, packaging, certification and product-safety requirements.
9.2 The Producer warrants that all information supplied to Trust Run, Buyers and Digital Product Passports is accurate, complete and not misleading.
9.3 The Producer must notify Shardana without undue delay of any product recall, food-safety alert, withdrawal, material regulatory investigation, suspension of a material certification or other event reasonably capable of affecting Buyers or the Trust Run marketplace.
9.4 Shardana may immediately suspend affected listings where reasonably necessary to protect Buyers, the platform, or compliance with law.
10.1 Eligible products may be associated with a digital product passport made available through a third-party technology provider and accessible through a QR code or similar mechanism.
10.2 The Producer is responsible for the accuracy, legality and completeness of all information supplied for inclusion in a Digital Product Passport. Trust Run and its technology provider provide the technical infrastructure and do not independently certify Producer-supplied factual claims unless expressly agreed otherwise.
10.3 The standard Producer plan currently includes up to 100 Digital Product Passports per year. Any additional volume may be subject to additional charges notified before use.
10.4 The continued accessibility, migration or archival treatment of existing passports following termination may depend on the relevant technology and supplier arrangements. Trust Run will apply the termination arrangements stated on the platform or otherwise agreed with the Producer.
11.1 The Producer is responsible for addressing Buyer complaints relating to the goods, including quality, conformity, shortages, incorrect goods and fulfilment.
11.2 The Producer shall respond within a commercially reasonable period to requests for information or evidence concerning a complaint.
11.3 Trust Run may facilitate communications between Producer, Buyer, payment provider and carrier but does not thereby become the seller, carrier or guarantor of the transaction.
11.4 Nothing in this Agreement prevents a Buyer from exercising rights that cannot lawfully be excluded under the law applicable to the underlying sale.
12.1 Subject to applicable law, the Producer shall indemnify Shardana against third-party claims, losses, liabilities, regulatory penalties, reasonable professional costs and expenses arising from: (a) unsafe, defective or non-compliant goods; (b) inaccurate or unlawful product information; (c) infringement of third-party intellectual-property rights in Producer materials; (d) the Producer’s breach of applicable food or product law; or (e) the Producer’s material breach of this Agreement.
12.2 The indemnity does not apply to the extent the relevant loss was caused by Shardana’s own breach, negligence or unlawful conduct.
13.1 The Producer retains ownership of its pre-existing trademarks, product information, images and other materials supplied to Trust Run.
13.2 Shardana retains all rights in the Trust Run platform, software, interfaces, platform design, databases, documentation, branding and technology created by or for Shardana, subject to third-party rights.
13.3 Each party may use the other party’s intellectual property only to the extent necessary to perform this Agreement or as separately authorised in writing.
13.4 Personal data is governed by the applicable Privacy Policy and data-protection law and is not treated as owned property under this clause.
14.1 Each party shall comply with data-protection law applicable to its own processing activities, including, where applicable, the UK GDPR, the Data Protection Act 2018 and the EU GDPR.
14.2 Shardana’s processing of account and platform personal data is described in the Trust Run Privacy Policy made available during registration and on the platform.
14.3 Where a separate data-processing agreement is legally required for a particular processing activity, the parties shall enter into the appropriate agreement.
14.4 The Producer shall not upload unnecessary special-category personal data or other personal information unrelated to legitimate use of the platform.
15.1 Shardana may suspend all or part of a Producer account where reasonably necessary because of suspected fraud, material payment risk, food-safety concerns, materially inaccurate information, repeated failure to fulfil accepted orders, misuse of the platform, legal/regulatory requirements, or a material breach of this Agreement.
15.2 Where appropriate, Shardana will inform the Producer of the reason for suspension and the steps required to remedy it, unless doing so would compromise fraud prevention, security, an investigation or a legal obligation.
16.1 This Agreement begins when the Producer accepts it electronically or otherwise enters into it and continues until terminated in accordance with this section.
16.2 Either party may terminate the Agreement by giving 30 days’ written notice, unless a different notice period is stated in an agreed commercial order or plan.
16.3 Either party may terminate immediately for a material breach that is incapable of remedy or, where capable of remedy, is not remedied within 14 days after written notice.
16.4 Shardana may terminate immediately where continued access would create a material fraud, food-safety, regulatory, sanctions or platform-security risk.
16.5 Termination does not affect accrued payment obligations, chargeback/reimbursement rights, outstanding accepted orders or provisions intended by their nature to survive termination.
17.1 Nothing in this Agreement excludes or limits liability to the extent that such liability cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
17.2 Subject to clause 17.1, neither party shall be liable to the other for indirect or consequential loss, or for loss of profit, revenue, business or anticipated savings, except where such exclusion would not satisfy an applicable legal requirement of reasonableness.
17.3 Subject to clause 17.1, Shardana’s aggregate liability arising out of or in connection with this Agreement in any twelve-month period shall not exceed the greater of (a) the total subscription and other service fees paid by the Producer to Shardana during the preceding twelve months and (b) EUR 1,000.
17.4 The limitations in this section do not reduce the Producer’s obligation to pay amounts properly due to Shardana or reimburse chargebacks and payment-provider liabilities for which the Producer is responsible under clause 7, and do not limit liabilities that cannot lawfully be limited.
17.5 The parties acknowledge that the limitations and allocation of risk in this Agreement form part of the commercial basis on which the platform services are supplied.
18.1 Trust Run integrates or relies on third-party services, which may include payment, hosting, digital passport, AI, communications and logistics services.
18.2 Shardana is not responsible for an independent third party’s acts or omissions beyond the extent required by applicable law or where Shardana has expressly assumed responsibility.
18.3 The Producer must comply with any third-party terms that it accepts directly, including applicable payment-provider and carrier terms.
19.1 Each party shall keep confidential non-public commercial, technical and financial information received from the other and shall use it only for the purposes of the relationship.
19.2 This obligation does not apply to information that is public other than through breach, was lawfully known already, is received lawfully from a third party without confidentiality restriction, or must be disclosed by law.
20.1 The Producer agrees that this Agreement may be accepted electronically.
20.2 Trust Run may retain evidence of acceptance including account identity, date and time, and the version of the Agreement accepted.
20.3 Contractual notices may be sent to the email address registered for the Producer unless this Agreement or applicable law requires another method.
21.1 Shardana may amend this Agreement where reasonably necessary to reflect changes to the platform, law, security, payment arrangements or business operations.
21.2 Material changes will be notified in advance where reasonably practicable. Where a change materially affects the Producer’s rights or obligations, Shardana may require renewed electronic acceptance before continued use.
22.1 The Producer may not assign this Agreement without Shardana’s prior written consent. Shardana may assign it as part of a corporate reorganisation, financing, merger, acquisition or transfer of the Trust Run business, subject to applicable law.
22.2 If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision shall be treated, so far as legally possible, as modified to the minimum extent necessary.
22.3 A failure or delay to exercise a right is not a waiver of that right.
22.4 This Agreement, together with documents expressly incorporated into it, constitutes the agreement between Shardana and the Producer concerning the Producer’s use of Trust Run and supersedes prior inconsistent platform terms on that subject.
23.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.
23.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with this Agreement, including any dispute concerning its existence, validity, interpretation, performance or termination.
23.3 The choice of English law and jurisdiction does not exclude the application of mandatory rules that apply irrespective of the parties’ contractual choice.
By actively selecting the acceptance checkbox and submitting the Producer registration or activation process, the Producer confirms that it has read, understood and agrees to be bound by this Agreement. Access to Producer selling functions may be conditional upon acceptance of the current applicable version.
The Privacy Policy is provided separately. Acceptance of this Agreement must not be treated as blanket consent to personal-data processing. Any processing that relies on consent should be presented separately where required.
Effective date: 31 August 2026. Version 1.0. This Agreement applies to Producer accounts that accept this version electronically through the Trust Run platform.