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Welcome to (website name). The operator of (website name) and the entity you are contracting with is Rafeeq Altawreed Company, a limited liability company incorporated in (country name) with its registered address at (address) (“us”, “we”, "our,” and “(website name)”).

These terms and conditions (“Terms and Conditions”), our Privacy Policy, Cookies Policy, and any additional terms (“Legal Documents”) are accessible in the Legal section of (website name) and on (website link) (collectively referred to as the “Platform”). The Legal Documents, along with the terms presented to you with your Enrolment Application (“Additional Agreement”), delineate the terms and conditions under which we provide you access to and use of our Platform, services, software, and applications (collectively, the “Services”). These Legal Documents are incorporated by reference into these Terms and Conditions.

By accessing, registering, and/or continuing to use or access our Platform and/or our Services, you are consenting to be bound by these Terms and Conditions and the Legal Documents referenced herein, with immediate effect. Furthermore, you acknowledge that these Terms and Conditions and the Legal Documents are applicable to all “Users” of our facilities, services, and/or Platform (whether individuals or legal entities), including:

  • “Visitors”: Users accessing our Platform without an account and/or registration,
  • “Buyers”: Members with access to the Marketplace feature as buyers,
  • “Suppliers”: Users utilizing our Platform to access the Marketplace feature as suppliers, or
  • “Members”: Users utilizing our Platform to access our Procurement Management Solution feature.

It is your responsibility to periodically review these Terms and Conditions and the Legal Documents to acquaint yourself with them. By continuing to use our Platform and/or the Services, you consent to these Terms and Conditions and the Legal Documents in their entirety. If you are unable to create a legally binding agreement in accordance with applicable laws and/or do not agree to these Terms and Conditions and the Legal Documents in full, you may not use, and must immediately cease your use of our Platform and/or the Services. If you are a registered supplier, you must provide us with written notice of your rejection of our updated terms and conditions within 7 days of any update; otherwise, these terms and conditions will be deemed accepted.

Introduction

Third-Party Terms and Conditions: Certain functionalities of our Platform and/or Services may be subject to additional terms and conditions from third parties and Suppliers. We do not control these third parties and Suppliers, and the provision of their services will be governed by their respective terms and conditions. It is your responsibility to familiarize yourself with the terms and conditions of such third parties and Suppliers before utilizing a Service, including but not limited to terms and conditions related to payment, cancellation, warranty, liability, and other applicable aspects. These third-party terms and conditions are an integral part of these Terms and Conditions, and such third parties and/or Suppliers retain the right to enforce them, which will be effective and binding for the services herein.

  • License to Use: Subject to these Terms and Conditions, we grant you a non-transferable, non-exclusive, revocable, limited license to access and use our Platform in accordance with these Terms and Conditions. However, we reserve the right to revoke any or all of these authorizations at any time.
  • Lawful Purposes: You agree to use our Platform and Services only for lawful purposes and in a manner that does not infringe on the rights of any other User or third party, or restrict or inhibit their use and enjoyment of the same.
  • Routine Review of Terms and Conditions: You should regularly review these Terms and Conditions. We reserve the right to amend or modify them, suspend or discontinue our Platform or Services, and delete accounts at any time without prior notice to you.
  • No Support, Maintenance, or Guarantee: We have no obligation to provide support or maintenance for our Platform unless otherwise agreed upon in your Additional Agreement. We also do not guarantee that our Platform will be free from viruses or other harmful code. It is your responsibility to ensure that your device is adequately protected against such threats.
  • Continued Applicability: These Terms and Conditions shall remain valid and enforceable at all times during your use of our Platform and Services. These Terms and Conditions apply each time you visit our Platform, open an account, avail a Service, or access our Platform for any other reason. They are subject to change at our sole discretion.
  • Intended Users: Our B2B Marketplace is meant for use only by corporate entities duly registered in the India. Use of the Platform from outside India is at your own risk. The information, products, or Services provided on our Platform are not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or would subject us to any compliance or registration requirement within such jurisdiction or country.
  • Reservation of Rights: We reserve the right to limit the Platform's availability to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

The rights granted to you under these Terms and Conditions are subject to certain restrictions:

  • You may not modify, create derivative works of, disassemble, reverse compile, or reverse engineer any part of our Platform or its content,
  • You may not access our Platform to develop a similar or competitive application, website, platform, product, or service,
  • Except as expressly permitted herein, no part of our Platform may be copied, modified, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted without our express written consent,
  • All copyright and other proprietary notices on our Platform must be retained on all copies thereof,
  • Furthermore, any future release, update, or other addition to the functionality of our Platform will be subject to these Terms and Conditions unless otherwise indicated.

Prohibited Activities. During your use of our Platform and Services, you may not:

  • Harass or abuse other Users or third parties,
  • Violate other Users' privacy,
  • Interfere with the uninterrupted use and enjoyment of the Services by other Users or third parties,
  • Upload or transmit viruses or other harmful files,
  • Disrupt or harm our Platform, system resources, accounts, passwords, servers, or networks,
  • Act offensively in any cultural or religious manner,
  • Your actions during the use of our Platform and Services must comply with applicable laws, cultural sensitivities, morals, values, ethics, and traditions.

About Our Services

(Website name) offers a digital Procurement Management Solution along with a Marketplace feature.

The "Procurement Management Solution" B2B feature provides a cloud-based solution for managing procurement activities, including budgeting, invoice management, and supplier management.

The "Marketplace" B2B feature offers a variety of products provided by Suppliers. It can also function as a supplier directory within our procurement management solution, listing registered suppliers. The Marketplace feature may be branded under the name of (website name) or the customer's white-labeled platforms.

The features and functionalities available on your account depend on the package, account type, and subscription you choose. Full details regarding these will be provided in the Enrolment Application and/or the Additional Agreement.

It is your responsibility to ensure you have internet access and the necessary equipment to utilize our Platform and Services.

Account Creation

General:

To access our Platform as a Member or Supplier, you must create an account with us. Depending on the type of account you seek, specific requirements will be communicated during the account creation process. However, you will generally be asked to provide your email address, phone number, and company documents. Failure to provide the required information may result in rejection of your registration. The Enrolment Application will collect necessary information, and specific conditions related to your chosen account type will be outlined in this application and/or the Additional Agreement. Customized package conditions will be confirmed in writing through your Additional Agreement if applicable.

You are eligible to register and create an account if you meet the following criteria:

  • You represent a duly registered corporate body in your country, providing a current, active, and valid company license and VAT certificate if applicable,
  • The individual representing your organization is authorized and legally capable of entering into these Terms and Conditions on behalf of your organization,
  • Upon successful account creation, you will have a profile on our Platform.

You are responsible for ensuring the accuracy of the information provided during account creation. All information must be provided truthfully, accurately, and must not be misleading. It is your responsibility to update this information regularly to maintain accuracy. We may request supporting documents to verify the information provided. We reserve the right to remove or suspend accounts with inaccurate information. We are not liable for any costs or liabilities incurred due to inaccurate information.

All interactions and information exchanged through your account or our Platform must comply with applicable laws, be factual, appropriate, and professional. You must not infringe on intellectual or proprietary rights, promote inaccurate or misleading information, violate cultural sensitivities or values, or engage in offensive or illegal behavior.

You are responsible for keeping your login information secure and confidential. Do not share your username or password with anyone else. You are liable for all activities associated with your account. You may not use anyone else's account or create multiple accounts for yourself. We are not responsible for unauthorized account activity.

We reserve the right to approve or reject account creation requests, suspend, or delete accounts at our discretion without liability.

Members:

Members may qualify for a super user-account with the ability to create sub-accounts, each with separate access rights. Details regarding your account type, rights, and limitations are outlined in your Enrolment Application and/or Additional Agreement.

Suppliers:

All Suppliers must maintain valid licensing throughout their use of our Platform. We may request copies of these documents at any time. Buyers also have the right to request this information before availing services. We do not guarantee the accuracy, reliability, or quality of Suppliers or their services. Users should exercise caution when interacting with each other.

(website name) collaborates with payment service providers for various payment services on the platform and marketplace. Supplier information may be shared with payment providers. Transactions occur directly between Supplier and customer, with (website name) not acting as a mediator. Invoices are issued directly by the Supplier.

Suppliers authorize (website name) to issue invoices and payment receipts on their behalf for direct purchases and accepted orders.

Supplier profiles contain information visible to other Users, including business name, services offered, and product details. This information may appear across various sections of our Platform and marketing materials at (website name)'s discretion.

Market Policy

  • General Guidelines: The Supplier agrees not to list, market, promote, offer for sale, or sell any Products through the Platform in violation of these Terms and Conditions. The Supplier must adhere to applicable laws, regulations, industry standards, packaging and product safety protocols, product testing, labeling, and pricing regulations. Products should only be sold on the Platform if the Supplier has the legal right to do so.
  • Prohibited Listings: We reserve the right to prohibit or request abstention from listing certain Products or providing specific Product Content. Additionally, we may, at our discretion, remove listings in response to notices of alleged copyright infringement, trademark misappropriation, or other intellectual property claims. Upon our request to remove Products or Product Content, the Supplier agrees to make reasonable efforts to do so within 24 hours to ensure they are no longer visible to Users on the Platform.
  • Product Content: The Supplier must provide accurate product names, information, and related media, materials, links, images, and other content and technical specifications (collectively referred to as "Product Content") for uploading onto the Platform. The Supplier warrants that all Product Content provided is truthful and accurate. By providing Product Content, the Supplier grants us and our affiliates, service providers, and marketing partners a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license to use Supplier Marks and Product Content for various purposes, including advertising, marketing, and promotion of the Products through different mediums. We may authorize third parties to share and post Product Content on their platforms, but we shall not be liable for such use.
  • Access to Upload Product Content: We may, at our discretion, provide the Supplier with access to directly upload Product Content onto the Marketplace. If such access is granted, the Supplier must adhere to system guidelines available on the Platform. In addition, the Supplier must comply with these Terms and Conditions and any additional terms that have been communicated.

Code Of Conduct

To ensure a safe and transparent buying and selling environment on the (website name) marketplace, all suppliers are required to adhere to the following guidelines:

  • Complete Transactions: Suppliers must commit to completing every transaction initiated through (website name)'s platform, including those initiated via RFQ/Offer features, customer calls, or (website name)'s chat system. (website name)'s available payment methods are essential.
  • Conduct Transactions Through (website name): Suppliers must conduct subsequent transactions with customers through (website name)'s platform. Engaging in transactions outside of the (website name) marketplace is a violation of the supplier code of conduct.
  • Provide Accurate Information: Suppliers must provide accurate information to (website name) and their customers at all times.
  • Fair Conduct: Suppliers must act fairly and refrain from misusing (website name)'s features or services.
  • Respect Other Suppliers: Suppliers must not damage or abuse other suppliers, their listings, or ratings.
  • Avoid Influencing Customer Feedback: Suppliers must not attempt to influence customers' ratings, feedback, or reviews.
  • Avoid Unsolicited Communications: Suppliers must refrain from sending unsolicited or inappropriate communications.
  • Use Buyer-Supplier Messaging: Suppliers may only contact customers through the Buyer-Supplier Messaging system and only for order fulfillment or customer service purposes.
  • Single Selling Account: Suppliers may not operate more than one selling account on (website name) without a legitimate business need.
  • Violation Consequences: Violation of the Supplier Code of Conduct or any other (website name) policies may result in account actions, including cancellation of listings, suspension or forfeiture of payments, and removal of selling privileges.
  • Communication Guidelines: Unsolicited or inappropriate messages are prohibited. All communications to customers must be sent through Buyer-Seller Messaging and should be necessary for order fulfillment or customer service. Marketing communications are not allowed.
  • Customer Information Handling: Suppliers must use customer information, such as addresses or phone numbers, only for order fulfillment purposes and delete it after processing the order. Customer information must not be used to contact customers or shared with third parties.
  • (Website name) Referral Policy: Every customer using (website name)'s marketplace feature, whether through the marketplace directory in the B2B procurement management solution or the marketplace public website, is considered a (website name) referred customer. Transactions with such customers are subject to (website name)'s service fees unless otherwise specified in a separate agreement.
  • Sales Process Circumvention: Suppliers may not circumvent the (website name) sales process or redirect (website name) customers to another website. This includes providing links or messages that encourage users to visit external websites or complete transactions elsewhere.

Liability

To the fullest extent permitted by applicable laws, we disclaim any liability to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or related to these Terms and Conditions and/or your use, or inability to use, our Platform and/or the Services. Your access to, and use of our Platform or the Services, is solely at your own risk. You agree to indemnify and hold us (our affiliates, officers, employees, and agents) harmless from any and all claims and demands (including reasonable costs and attorneys’ fees) arising out of (a) your use of our Platform, (b) your violation of these Terms and Conditions or any other terms or guidelines referenced herein (including third party or Supplier terms and conditions), or (c) your violation of applicable laws and regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to fully cooperate with us and not to settle any matter without our prior written consent. We will make reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware.

To the fullest extent permitted by law and notwithstanding anything herein to the contrary, our maximum liability arising from or in relation to these Terms and Conditions, your use of our Platform (for any cause and in any form of action) and/or the Services. The existence of more than one claim will not enlarge this limit as it shall be in the aggregate. You agree that our Suppliers will have no liability arising from or relating to these Terms and Conditions.

We will not be liable to you for any breach of these Terms and Conditions and/or costs and expenses incurred as a result of such breach if caused by any event beyond our reasonable control, including but not limited to acts of God, explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, decrees or laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labor, fuel, parts, or machinery; power failure or breakdown in machinery.

Your interactions with other Users and/or third parties shall be solely between you and such other Users and/or third parties. We will not accept responsibility for any loss, damage, cost, expense, or other liability arising as a result of any such interactions. If there is a dispute between you and any other User, we are under no obligation to become involved or defend the same. You hereby release and forever discharge us and our affiliates, officers, employees, agents, successors, and assigns (as applicable) from and against each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind (including personal injuries, death, and property damage) that has arisen or arises directly or indirectly, in whole or in part, out of your use of our Platform (including any and all interactions with, or act or omission of, other Users and/or Third-Party Links & Ads).

All Users agree that each transaction on the Marketplace shall be an agreement between that Buyer and that Supplier only. We make no representations, guarantees, or warranties regarding the quality of the services provided by the Suppliers, the terms and conditions surrounding the service, the accountability of a Buyer, nor that the Supplier’s services will be available at all times throughout your use of our Platform. Both the Buyers and the Suppliers are independent contractors. As such, we have no control over them, nor do we accept any responsibility for them in any way whatsoever.

These Terms and Conditions shall not affect your legal rights under mandatory consumer protection laws, which cannot be excluded or limited by applicable law.

Intellectual Property Rights

You acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets (collectively referred to as "Intellectual Property"), in our Platform and its content are owned and shall remain owned by us or our Suppliers, as applicable. These Terms and Conditions (and your access to or use of our Platform or the Services) do not transfer to you or any third party any rights, title, or interest in or to such Intellectual Property, except for the limited access rights expressly set forth in clause 1.3 above. We reserve all rights not expressly granted in these Terms and Conditions, including those reserved for our third-party providers.

Third-Party Links & Ads; Other Users

Our Platform may include links to third-party websites and services and/or display advertisements for third parties (referred to collectively as "Third-Party Links & Ads"). We do not review, approve, monitor, endorse, warrant, or make any representations regarding any Third-Party Links & Ads found on our Platform, and we expressly disclaim any liability in relation thereto. Your use of Third-Party Links & Ads is at your own risk. Additional terms and conditions, including the third party’s privacy and data gathering practices, may apply when accessing Third-Party Links & Ads. You should conduct any necessary investigation before proceeding with any transaction or accessing Third-Party Links & Ads.

Term And Termination

Subject to this clause, these Terms and Conditions and the Legal Documents will remain in full force and effect. This is for the entire duration of your use of the Platform or receipt of the Services. We reserve the right to suspend or terminate your rights to use our Platform or the Services at any time and for any reason. This is at our sole discretion. Upon termination of your rights under these Terms and Conditions, any account you may have with us and your right to access our Platform and/or Services shall be terminated immediately. We shall not be liable for termination of your rights under these Terms and Conditions.

Governing Law And Dispute Resolution

These Terms and Conditions shall be governed by and construed according to Indian laws. All claims and disputes arising in connection with these Terms and Conditions shall be amicably resolved between us within ninety (90) days from the date thereof. If an amicable settlement cannot be reached, the dispute shall be referred to and finally settled by India Jurisdiction.