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Applegate Registered User Terms

Who we are?

  • This website ('Site') and eProcurement marketplace ('Marketplace') are owned and operated by Applegate Marketplace Limited, a company incorporated in England & Wales (company number 03990680) with its registered office at Roundswell Business Park, Lauder Lane, Barnstaple, EX31 3TU, United Kingdom ('we', 'us' or 'our' being interpreted accordingly).

What are these terms for?

  • These terms and conditions ('Terms') set out our agreement with you, the company or business ('you' and 'your' being interpreted accordingly) signing up to be a Registered User of our Marketplace ('Registered User'). The services that we provide to our Registered Users are described in more detail below ('Services').
  • By signing up as a Registered User or by continuing to use the Marketplace, you agree to be bound by these Terms.
  • Your right to continue receiving the Services depends on you complying with these Terms and observing applicable law.

We may modify these terms

  • Please note that we may occasionally modify these Terms. If we do this, we shall provide at least 30 days' written notice of the modified Terms by posting a notice on our Site and upon expiry of such notice period the modified terms shall take effect and replace these Terms. We recommend that you access this Site regularly to check for any such notices.
  • If you do not accept the proposed modified Terms referred to above, you shall be entitled to terminate your registration on giving us written notice prior to the date at which the updated or modified terms shall come into effect replacing these Terms. If you do not exercise this termination right through notifying us by the relevant date they come into effect, you will be deemed to have accepted the modified Terms.

Our mutual agreement

  • We agree to provide you with the Services, subject to you continuing to comply with these Terms and any applicable user terms or policies referred to on our Site or Marketplace from time to time.
  • In the event of any conflict or inconsistency between our terms as set out on our website (comprising these Terms, our Terms and Conditions of Supply, our Acceptable Use Policy and our Privacy Policy) and any other purported agreements, terms, conditions, codes of conduct or policies, you agree that these Terms shall be the governing document.

How do you become a registered user?

  • Your entitlement to become a registered user is subject at all times to your registration having been accepted by us. Your registration shall be deemed to have started from the date of such acceptance.
  • You acknowledge that it is entirely at our discretion to accept you as a registered user on our Marketplace.

How we may share information about you and others

  • As part of your registration you may be required to provide certain information relating to you and/or your business as well as its officers, directors, partners, employees, agents, suppliers or contractors. You must make sure you have the necessary permissions or clearances to share third party information (including any individual's personal data) with us for this purpose.
  • You undertake and warrant to us that all information you provide to us is complete and accurate. Any change to your circumstances or developments that could affect your ability to comply with these Terms must be reported to us without delay. Failure to comply with this paragraph is a breach of these Terms that cannot be remedied and entitles us to immediately terminate your user registration on written notice without liability.
  • We reserve the right to suspend or terminate your registration altogether, if you unreasonably delay or fail to respond to an information request from us.

How long does my registration last?

  • Your registration will last for as long as you want (subject to expiry or termination of your registration in accordance with these Terms) although you can elect on giving us at least 30 days' written notice to cancel your registration for any reason.
  • To sign up as a Registered User and to use the Service is free although we reserve the right on prior written notice to charge users for access to certain premium features, applications and tools that may become available on our Marketplace in the future.

What services do you receive as a registered user?

As a Registered User you will be entitled to receive the following Services:

  • You will have access to our supplier database on the Marketplace providing information about various registered suppliers and their products or services ('Registered Suppliers');
  • You will be able to search for Registered Suppliers and select Registered Suppliers that you would like to receive your invitation to quote
  • You will be able to post requests for proposal or tenders for particular projects or for supply or specific goods or services or raise purchase orders, using the applications and tools available on our Marketplace and our Site which are described in more detail here www.applegate.com
  • You will be able to view and manage responses from Registered Suppliers who submit responses to such requests or who submit bids for projects submitted by you.
  • You can engage with selected Registered Suppliers by sending messages through our Marketplace message centre
  • You will be able to review your procurement and purchase history
  • where you require support we may also provide information, advice and assistance on our Site and by telephone and email at enquiriesapplegate.co.uk.

Your obligations

You are entirely responsible for

  • the lawful advertising, organisation and operation of any competitive bid and/or procurement process you initiate though our Marketplace
  • your selection of any bidders or supplier(s) who you select as a consequence; and
  • any contract, agreement or arrangement you enter into with any supplier you engage with through our Marketplace.

You shall indemnify us and keep us fully and effectively indemnified against all actions, claims, demands, damages, liabilities and corresponding costs and expenses we incur (including professional legal fees) arising out of the following:

  • the organisation and operation of any competitive bid and/or procurement process you initiate through our Marketplace;
  • any contract, agreement or arrangement entered into between you and any supplier you engage with through our Marketplace;
  • any inaccurate, out of date or misleading information provided by you to us or that you submit to our Marketplace or that you provide to any bidders or suppliers;
  • any third party claims or actions against us arising out of you acting or omitting to do something in breach of these Terms or under applicable law; or
  • where we are joined into any legal action or proceedings brought by a supplier, bidder or third party against you in relation to your alleged acts or omissions although this shall not apply to the extent that a third party claim or action against us would not have arisen but for our own breach of these Terms or wilful misconduct.

Our intellectual property

  • The intellectual property rights (including the rights to any inventions or patents, copyright, design rights, trade marks, goodwill in relation to any business names or signs, domain names, database rights, know-how and other intellectual property rights, whether registered or unregistered, existing anywhere in the world) in relation to our Supplier Database, our Site, our Marketplace and their respective contents together with any software, engines, applications, forms or user tools appearing thereon (in whatever medium) ('Applegate IP') belong to us (or our licensors) and except to the extent expressly set out in the Terms you acquire no right, title or interest in such Applegate IP.
  • You must not copy, modify, adapt, distribute, publicly share or make available, republish, frame, provide links to or upload any Applegate IP or any of its content (in any form) extracted or copied from our Site or Marketplace for any commercial purpose without our prior written consent.

Use of information that you submit

  • Where you upload descriptions or other content about you or your business or any projects on to our Marketplace, you give us a royalty-free, transferable, irrevocable right to copy, store, use, reproduce, distribute and publish such information within the Marketplace or within any software, engines, applications, forms or user tools that you utilise when using the Marketplace, on our Site or in our advertising and promotional materials and on social media and to copy and store such information or content on our systems (or those of any party hosting data on our behalf). We may use such information in order to monitor activity on our Marketplace or for our internal business purposes and in aggregate to produce information and reports on procurement practice and trends.
  • We shall use all reasonable endeavours to take appropriate measures to keep any confidential information you submit through the Marketplace as safe from unauthorised access but you accept that any information you submit over the internet is not 100% secure and we cannot guarantee the security of information that you post when using the Marketplace. You must take your own steps to keep any information you provide to suppliers introduced through the Marketplace as confidential (through use of non-disclosure agreements and other suitable means) and to keep you own business information and any personal data secure and regularly backed-up, where appropriate. You are responsible for maintaining your own business records and to the fullest extent legally permitted, we take no responsibility for storage of your business data in providing the Marketplace and where you upload information into any software, engines, applications, forms or user tools available on it.
  • When using the Marketplace, you shall not post any false, inaccurate, misleading or defamatory content or submit any content that infringes another party's intellectual property rights or seek to use the Marketplace to publish any private or personal data other than in accordance with the law and shall not use the Marketplace for the distribution or posting of any unsolicited commercial messages or spam.
  • You shall run preventative checks on any documents or other materials that you want to submit or post on the Marketplace for viruses, worms and other malicious code in accordance with good industry practice.
  • You shall also provide or post any information on our Marketplace in accordance with any other applicable user terms and conditions for the Marketplace which along with our privacy policy, which you shall observe at all times.

Please read these representations, warranties and acknowledgements

  • As a registered user, you represent, undertake and warrant to us that at all times:
    • you have authority and capacity to advertise and seek proposals or tenders for the projects you publicise on our Marketplace (and you are not aware of any legal impediment that would prevent you from doing so);
    • you will use the Marketplace and the Services responsibly only for their intended purpose and not seek to misuse the Marketplace or act in an anti-competitive, fraudulent or unethical manner (in our reasonable view) by, for example, seeking to contact potential bidders on an unsolicited basis outside the Marketplace or take any other action to mislead suppliers;
    • you take full responsibility for:
      • your decision to use the Marketplace
      • the tender and selection process you undertake through the Marketplace;
      • the selection of any suppliers and deciding that the goods or services they purport to provide are suitable for your business; and
      • purchasing goods or services from a supplier who you decide to engage under a written contract that contains such obligations and undertakings that you reasonably require.
    • as a Registered User, you will not act in any way which in our reasonable opinion has or is likely to have an adverse impact on our Marketplace or is likely to damage our reputation;
  • You accept and acknowledge that:
    • we cannot guarantee that you will enjoy any particular savings or lower costs as a result of becoming a subscriber to our Services;
    • the oversight of your business; safeguarding of its reputation; your professional conduct; and management of your supplier relationships remains solely your own responsibility and you agree to promptly respond (in a professional manner) to any supplier complaints or issues that we notify you of from time to time;
    • we cannot guarantee that our Marketplace or Services will be available continuously (and you agree there may be interruptions due to maintenance or other events beyond our control); and
    • on occasion, we may add to, remove parts from or update the Marketplace or Site (and its contents) as we deem appropriate, without any liability to you.
  • To the fullest extent permitted by applicable law, we exclude liability (on our own behalf and on behalf of our shareholders, directors, officers, employees or representatives) for any (i) indirect, incidental, special, exemplary or consequential damages; or (ii) any lost revenue or anticipated savings, contracts, lost data, loss of reputation or any economic loss (whether direct or indirect) howsoever arising from your being a registered user, your use of the service or in connection with your dealings with any suppliers introduced to you through the marketplace, even if we have been advised of the possibility of the same.
  • Except as expressly set out in these terms, we disclaim all representations, warranties, terms or conditions in relation to our marketplace, site or the services we provide (whether express or implied by statute, common law or otherwise), including, but not limited to any representations, warranties, conditions or terms relating to availability, quality or fitness for particular purpose or results achieved from your being a registered user or your use of the marketplace or any services.
  • These terms of use will not exclude or limit liability for fraud or mandatory rights you have under applicable law to the extent they cannot be excluded or limited by contract.

When can my registration be suspended?

  • Without prejudice to our other rights or remedies, we reserve the right to suspend your registration without prior notice in the event that:
    • you are involved in any legal dispute or action with us, an Applegate registered supplier or other third party which in our view could damage our reputation or impact on our operations;
    • we receive complaints or other allegations about your conduct (or that of your employees, agents or contractors) that require us to investigate whether your continued use of our Marketplace brings or is likely to bring us into disrepute or damage our goodwill; or
  • We will reasonably endeavour to inform you of the initial period of your suspension and at the end of this initial suspension we may in our sole discretion and on written notice:
    • extend the suspension for a further period, pending completion of our investigations;
    • reinstate your registration;
    • otherwise, terminate your registration all in accordance with these Terms.

Terminating your registration

  • Your registration may be terminated immediately on us giving written notice where:
    • you have committed a breach of any of these Terms that cannot be remedied (including any of the representations, undertakings and warranties in paragraph 25) or where you have committed such a breach that can be remedied but you fail to do this within 14 days of us notifying you of such breach;
    • where you are a business or company, you go into liquidation or administration, have a receiver appointed or suffer any analogous action in consequence of a debt;
    • where you are a person, you are made bankrupt;
    • you cease to carry on business (or threaten to do so);
    • we discover that any information you have provided to us or submitted to a registered user on our Marketplace is false or incorrect or you have deliberately withheld material information that is relevant to your registration or (in our reasonable opinion) you have used our Service for a purpose for which it was not intended to be used;
    • you infringe the Applegate IP or do anything is damaging to our goodwill (including complaints or other allegations about your conduct or that of your employees, contractors or agents); or
    • in other circumstances expressly referred to under these Terms.
  •  
  • You may terminate your registration in accordance with these Terms.

What happens after termination?

  • Termination of your registration shall be without prejudice to the rights of either party which accrued prior to the date of such termination.
  • When your registration terminates you will no longer have any access to our Marketplace or any software, engines, applications, forms or user tools that you utilise when using the Marketplace. Furthermore, you acknowledge that we shall have no obligation to return any information, documents or data uploaded or posted by you to the Marketplace or to contact any prospective or current bidders or suppliers in connection with any pending on ongoing procurement process at the termination date, which shall be entirely your responsibility. You acknowledge that we may delete any such information, documents or data that you have posted about any project or any procurement process following such date of termination without any liability to you.

General

  • You confirm that you are not agreeing to these Terms in reliance of any representation made by us other than as expressly set out here in writing. All descriptions and other information in our advertising and publicity materials are illustrations only and do not form part of these Terms. To the fullest extent legally permitted and except in relation to fraud, these Terms constitute the entire agreement between us and you and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between ourselves relating to the Services, your registration or our Marketplace, whether written or oral.
  • Should any part of these Terms be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion which (if legally permitted) shall remain in full force and effect.
  • We may assign any of our rights and transfer, delegate or subcontract any of our obligations under these Terms at any time without prior consent.
  • In these Terms the use of the words 'includes', 'including' or 'in particular' shall be treated as illustrative only and are not intended to limit or restrict the general meaning of the preceding words or phrases.
  • These Terms are subject to English law. To the maximum extent legally permitted, you agree that any dispute relating to the Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales and any proceedings relating to a dispute shall be in the English language.
  • Any notice to be given under these Terms in writing must be sent to us by registered mail or by hand (or by fax or email, provided that it is confirmed by written evidence of receipt) to our registered address (as detailed above) or to you at the most recent address you have provided to us.
  • You shall attempt to resolve any disputes you have with us in connection with these Terms or the Services amicably and use reasonable endeavours to avoid the need for court proceedings, following the procedure below:
  • You will provide written notice to us of such dispute, setting out its nature and particulars (which will be genuine and served in good faith) ('Dispute') and the following Dispute Resolution Procedure will be followed:
    • On you providing us with this notice of Dispute, our customer services team and you will attempt to resolve the Dispute through discussion and reasonable co-operation;
    • In the event that such Dispute is then still not resolved within 30 days of such Dispute notice it will be referred to a senior officer of each party to discuss and endeavour to resolve;
    • If the Dispute is still not resolved within a further 30 days following referral to a senior officer, either party may exercise other legal rights or remedies available to it in accordance with these Terms.
  • The commencement of the above Dispute Resolution Procedure will not prevent us, if we deem it reasonably necessary, from taking action to protect our business in the meantime, including exercising any rights of suspension or termination of your registration as described in these Terms nor will it restrict us from taking action (including seeking injunctive relief) or seeking other legal remedies we believe necessary to safeguard our Applegate IP, Marks and/or goodwill.
  • If you have any questions in relation to these Terms please contact us at enquiries@applegate.co.uk.