Applegate Marketplace: Supplier Terms and Conditions
WHO WE ARE?
1. 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?
2. These terms and conditions ('Terms') set out our agreement with you, the company, business or trader ('you' and 'your' being interpreted accordingly) registering as a supplier on our Marketplace. The services that we provide to our registered suppliers are described in more detail below ('Services').
3. By registering as a supplier on our Marketplace and/or by continuing to enjoy the benefits of receiving the Services, you agree to be bound by these Terms.
4. Your right to continue receiving the Services depends on you complying with these Terms and observing applicable law.
WE MAY MODIFY THESE TERMS
5. 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 or other important messages that may affect your subscription.
6. If you do not accept the proposed modified Terms referred to above, you shall be entitled to terminate your subscription 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
7. We agree to provide you with the Services, subject to you continuing to pay your applicable subscription fee and complying with these Terms, together with any applicable policies or codes of conduct for suppliers referred to on our Site or Marketplace from time to time.
8. In the event of any conflict or inconsistency between these Terms 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 SUBSCRIBER?
9. Your entitlement to become a subscriber is subject at all times to your registration having been accepted by us. Your subscription shall be deemed to have started from the date of such acceptance ('Commencement Date').
10. You acknowledge that it is entirely at our discretion to accept you as a supplier on our Marketplace and we may decide for any reason to refuse your registration or to renew your subscription.
HOW WE MAY SHARE INFORMATION ABOUT YOU AND OTHERS
11. 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.
12. 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 or that are may affect the accuracy of information about your business on our Marketplace 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 subscription on written notice without liability.
13. Please note that information that you provide to us as part of your registration or in connection with your subscription may be shared with third party agencies to check credit scores or for fraud prevention purposes. We accept that we may also (from time to time) be required to share information about you with the police, courts or regulatory authorities in connection with any criminal, legal or regulatory investigations.
14. We reserve the right to refuse your registration or suspend or terminate your subscription altogether, if you unreasonably delay or fail to respond to an information request from us.
HOW LONG DOES MY SUBSCRIPTION LAST?
15. Your subscription will initially continue for 6 or 12 months, dependent on the contract agreed, from the Commencement Date and, unless terminated in accordance with these Terms, your subscription will renew on the expiry of that initial 6 or 12 month period and upon each anniversary thereafter (each a 'Renewal Date'). To renew your subscription in all cases, you must be up to date with and continue to pay applicable Fees (as defined below).
16. You can elect on giving us at least 30 days' written notice to cancel your subscription on an applicable Renewal Date. If you do not provide us with timely notification of your wish to cancel, your subscription will renew automatically.
17. Rolling subscriptions, where explicitly agreed before Commencement Date, are payable monthly and can be cancelled at any time by giving 30 days’ written notice. Your subscription will remain active until terminated in accordance with these Terms. You must be up to date with and continue to pay applicable Fees (as defined below).
18. Any renewal of your subscription shall be subject to you having complied with these Terms.
TERMINATION AND CANCELLATION
19. New Accounts
We provide a seven day cooling-off period for new accounts during which you may cancel without charge if you have not used the service. This period begins when you receive confirmation of your order from Applegate. If the provision of the Services commences within the cooling-off period, (for example if you view or respond to a quotation request) your right to cancel under this provision shall not apply.
After the seven day period has elapsed, or you have utilised our service, you will only be able to cancel by providing notice in writing thirty days prior to your renewal date.
20. Existing Accounts
You can elect on giving us at least thirty days' written notice to cancel your subscription on an applicable Renewal Date. If you do not provide us with such notification, your subscription will renew automatically for a further twelve months on annual contracts or for another month on monthly rolling contracts. Please see the “How long does my Subscription last?” section of this document for more details.
WHAT SERVICES DO YOU RECEIVE AS A REGISTERED SUPPLIER?
21. When you are accepted as a registered supplier on our Marketplace, the business details that have been provided as part of your application will be entered on to our registered supplier database ('Supplier Database') and you will receive the following Services:
21.1 You will be listed as a supplier on the Marketplace to promote the particular products or services for which you are registered
21.2 As a listed supplier on our Supplier Database your details will be able to be searched for and viewed by registered users of our Marketplace ('Registered Users')
21.3 You will be able to view requests for proposals or tenders that Registered Users may invite you to participate in;
21.4 your will be able to submit responses to such requests and submit bids or proposals for projects submitted by Registered Users using the tools available on our Marketplace;
21.5 you will be able to contact and engage with Registered Users using our message centre
21.6 where you require support we may also provide advice and assistance by telephone and email at enquiries@applegate.co.uk.
WHAT ARE THE FEES AND PAYMENT TERMS FOR SUPPLIERS?
22. The relevant fees when you apply for subscription, are based on your chosen category of subscription and our standard applicable fees in force from time to time, which are available on request by emailing enquiries@applegate.co.uk.
23. You will be asked to pay a Subscription Fee. This will be payable in such instalments and at such intervals as we may notify you of in writing from time to time.
24. From time to time we may vary our Subscription Fees (together 'Fees) by emailing you at the address you have used when registering as a subscriber. These variations will take effect on the next renewal of your subscription.
25. Fees are payable in UK pounds sterling by credit card, debit card, cheque, bank transfer, direct debit or standing order (in cleared funds) to our nominated bank account.
26. Where any Fees are overdue (without prejudice to our other rights or remedies) we shall be entitled to charge interest on such overdue amount at a rate of 4 per cent per annum above the published base rate of Barclays Bank plc. Such interest will accrue daily from the date the amount became due until it is paid in full, accruing on a daily basis after as well as before judgment.
27. Without prejudice to any other right, claim or action, where you fail to pay any outstanding Fees by the due date for payment, we will serve a final demand requesting payment within such period as we determine, failing which we may suspend your subscription (and any subscriber benefits you enjoy) until such payment is received in full. Also, in order to reactivate your subscription, we may also ask for an administration fee to meet our reasonable costs.
YOUR OBLIGATIONS TO US
28. You are entirely responsible for any contract, agreement or arrangement you enter into with any registered users of our Marketplace.
29. 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:
(a) any contract, agreement or arrangement entered into between you and any registered user of our Marketplace;
(b) any inaccurate, out of date or misleading information provided by you to us or that you submit to our Marketplace;
(c) 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
(d) where we are joined into any legal action or proceedings brought by a registered user 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.
INTELLECTUAL PROPERTY AND YOUR LIMITED RIGHT TO USE OUR NAME OR LOGO
30. 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.
31. You must not copy, modify, adapt, distribute, publically 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.
32. The only exception to the above paragraph is that for as long as you are a registered subscriber, in relation to the 'Applegate' brand name from time to time ('Marks'), you are granted a non-exclusive, non-transferable, non-sublicensable right for as long as you are a subscriber to accurately reproduce the Marks on your own business website, your business marketing materials or company stationery ('Business Materials') to indicate that you are a subscriber to our Services and for no other purpose. Such use of our Marks shall be in accordance with any guidelines published on our Marketplace and you shall not do anything to damage the Marks or the goodwill associated with our brand. Any goodwill arising in relation to your use of the Marks shall vest solely in us and you shall sign any documents on request to confirm this immediately. You shall have no title or right in relation to the Marks (including any rights to take infringement action against others) and shall not challenge the validity of the Marks. You may not use the Marks other than on your Business Materials for the purpose above. Furthermore, you acknowledge that we (or our affiliates) own the Marks and you undertake not to use (or permit others to use) any Marks as part of a business name or domain name or seek to register any Marks or use any confusingly similar name that resembles the Marks or use the Marks in a deceptive or unlawful manner. On termination of your subscription (or where we notify you of actual or suspected breach of this paragraph) all rights you have to use the Marks cease immediately and you shall remove the Marks from all Business Materials without delay.
USE OF CONTENT ABOUT YOUR BUSINESS
33. Where you upload descriptions or other content about your business on to our Marketplace ('Business Information'), you give us a royalty-free, transferable, irrevocable right to use, reproduce, distribute and publish such Business Information within the Marketplace, on our Site or in our advertising and promotional materials.
34. 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 users 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.
35. 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.
36. 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.
37. 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
38. As a registered subscriber, you represent, undertake and warrant to us that at all times:
(a) you have authority and capacity to provide the products or services you have registered for on our Subscriber Database (and you are not aware of any legal impediment that would prevent you from doing so);
(b) 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 customers on an unsolicited basis outside the Marketplace, engaging in bid-rigging, colluding with other registered suppliers or taking any other action to mislead site users;
(c) you take full responsibility for you (and your employees, contractors or agents) supplying goods or services to Applegate registered users:
(i) under a written contract;
(ii) in compliance with all laws, regulations, industry codes of conduct, regulatory decisions or court orders (including any laws regulating anti-competitive behaviour); and
(iii) in accordance with 'good industry practice' meaning those professional standards of skill, care, timeliness and diligence that a competent supplier with your professed level of expertise would be reasonably expected to perform.
(d) 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;
(e) you will maintain such appropriate professional indemnity and public liability insurance at all times that is sufficient to cover potential liability arising to our registered users or the public in relation to the goods or services you provide and shall provide evidence to us of such insurance as part of your application or immediately upon our written request; and
(f) you shall ensure that your employees, contractors or agents are suitably qualified to perform services to Applegate registered users in a manner consistent with your obligations under these Terms.
39. You accept and acknowledge that:
(a) we cannot guarantee that you will enjoy any increased business as a result of becoming a subscriber to our Services;
(b) the oversight of your business; safeguarding of its reputation; your professional conduct; your provision of goods or services; and management of your customer relationships remains solely your own responsibility and you agree to promptly respond (in a professional manner) to any customer complaints or issues that we notify you of from time to time;
(c) 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
(d) on occasion, we may add to, remove part from or update the Marketplace or Site (and its contents) as we deem appropriate, without any liability to you.
40. 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 SUBSCRIBER, YOUR USE OF THE SERVICE OR IN CONNECTION WITH YOUR DEALINGS WITH OUR REGISTERED USERS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
41. 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 SUBSCRIBER OR YOUR USE OF THE MARKETPLACE OR ANY SERVICES.
42. 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.
CAN YOUR SUBSCRIPTION BE SUSPENDED?
43. Without prejudice to our other rights or remedies, we reserve the right to suspend your subscription without prior notice in the event that:
43.1 you are involved in any legal dispute or action with us, a Applegate registered user or other third party which in our view could damage our reputation or impact on our operations. Upon resolution of such legal dispute we reserve the right (but are not obliged) to re-instate your subscription or we may decide (acting reasonably) to terminate your subscription upon written notice.
43.2 you fail to provide information to us when requested or are in breach of any of these Terms;
43.3 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 inclusion on our Subscriber Database brings or is likely to bring us into disrepute or damage our goodwill; or
44. 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:
44.1 extend the suspension for a further period, pending completion of our investigations;
44.2 reinstate your subscription;
44.3 or otherwise, terminate your subscription
all in accordance with these Terms.
ENDING OR TERMINATING YOUR SUBSCRIPTION
45. Your subscription may be terminated immediately on us giving written notice where:
a) you have committed a breach of any of these Terms that cannot be remedied (including any of the representations, undertakings and warranties in paragraph 36) 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;
b) 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;
c) where you are a person, you are made bankrupt;
d) you cease to carry on the business for which you are listed on our Subscriber Database (or threaten to do so);
e) 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 subscription or a project you have applied for;
f) 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 our reasonable opinion) you have used our Service for a purpose for which it was not intended to be used; or
g) you delay or fail to make payment of any Fees due in accordance with these Terms.
46. You may terminate your subscription 'for cause' on giving us written notice, where we have committed a material breach of any of these Terms that cannot be remedied or where we have committed such a breach that can be remedied but fail to do this within 14 days of you us notifying us of such breach.
WHAT HAPPENS AFTER TERMINATION?
47. Termination of your subscription shall be without prejudice to the rights of either party which accrued prior to the date of such termination, including to pay any outstanding Fees.
48. Where we have terminated your subscription for cause under these Terms or you notify us that you want to terminate your subscription without cause you shall not be entitled to any refund of Fees. Where you have terminated your subscription 'for cause' as set out above, except where there is a genuine dispute we shall refund the proportion of Fees you have paid in advance that cover the unexpired period of your subscription.
49. When your subscription terminates:
(a) Your listing on our Subscriber Database and/or Marketplace will be removed by us at the next available opportunity.
(b) Your right to use the Marks shall cease immediately and you must remove the Marks from all Business Materials without delay; and
(c) You must not do anything to give the impression that you continue to be listed on our Marketplace or continue to be associated with us.
GENERAL
50. 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.
51. 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.
52. 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.
53. 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.
54. 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.
55. 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.
56. 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:
57.1 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:
(a) 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;
(b) 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;
(c) 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.
57.2 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 subscription 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.
57.3 If you have any questions in relation to these Terms please contact us at enquiries@applegate.co.uk.
© Applegate Marketplace Limited 2022