BUYER TERMS AND CONDITIONS

1. APPLICABILITY

1.1. These Buyer Terms apply to each User who accesses or uses the Platform in the capacity of a Buyer and shall be read together with the Platform Terms and Conditions (“Platform Terms”), the Privacy Policy, and such other policies, schedules, or terms as may be incorporated into the Platform from time to time.

1.2. In the event of any inconsistency between these Buyer Terms and the Platform Terms, the Buyer Terms shall take precedence in respect of a matter specifically and expressly governed by these Buyer Terms, and in respect of any matter relating to the operation of the Platform generally, the rights or obligations of the Company, or any matter not specifically governed by these Buyer Terms, the Platform Terms shall prevail.

1.3. These Buyer Terms supplement and form an integral part of the Platform Terms and set out the rights, obligations, representations and responsibilities applicable specifically to Buyers.

1.4. These Buyer Terms shall bind the Buyer, its organisation and all its officers, employees, consultants, agents, representatives and other persons authorised by or acting on behalf of the Buyer in connection with the Buyer’s Account or use of the Platform.

1.5. Nothing in these Buyer Terms shall make the Company a party to, or otherwise responsible for, any contract or Transaction between a Seller and a Buyer. The Buyer’s contractual and commercial relationship with a Seller shall remain solely between the Seller and such Buyer.

2. ELIGIBILITY AND REPRESENTATIONS

2.1. In addition to the eligibility requirements set out in the Platform Terms, the Buyer represents and warrants, on a continuing basis, that:

2.1.1. he/she represents a validly existing business entity or other lawful organisation eligible to use the Platform for the procurement of goods or services in the course of its business;

2.1.2. all information relating to its organisation, licenses, business name, details, address, PAN, GST, KYC and other profile information shared is true, accurate and current;

2.1.3. each person accessing or using the Buyer’s Account is duly authorised by its organisation to do so and, where applicable, has the authority to act on behalf of and bind its organisation in respect of the activities undertaken through the Account;

2.1.4. he/she has, and shall maintain, all internal approvals, authorisations and budgetary sanctions necessary for each Requirement he/she publishes and each Transaction he/she elects to conclude through the Platform;

2.1.5. all information and documents furnished by or on behalf of the Buyer on the Platform or displayed through the Buyer’s profile, including its legal name, business details, industry, organisation size, location, and other profile attributes, are true, accurate, complete and not misleading; and

2.1.6. he/she shall promptly update any information furnished to the Company or displayed on the Platform that becomes inaccurate, incomplete or misleading.

2.2. The Buyer shall be responsible for all acts and omissions undertaken through its Account and any Account security obligations under the Platform Terms. Any Requirement posted, Bid evaluated, award made, or other action undertaken through the Buyer’s Account shall be treated as an act of the Buyer.

2.3. An award authenticated through the Buyer’s Account using the applicable authentication mechanism, including OTP authentication, shall be deemed to have been made by the Buyer. The Buyer or its organisation shall not deny or repudiate such action solely on the ground that the person undertaking the action was not internally authorised by the Buyer.

2.4. The Buyer shall ensure that persons using its Account have the requisite authority and shall be responsible for maintaining appropriate internal controls over access to the Account, including access to authentication credentials and OTPs.

2.5. The Company may require the Buyer to provide reasonable documentary evidence of its authority, approvals, eligibility or other information furnished by it. Any verification undertaken by the Company shall be subject to the limitations applicable to verification under the Platform Terms and shall not relieve the Buyer of its independent responsibility for the accuracy of such information or its compliance with Applicable Law.

2.6. Any misrepresentation, falsification or material omission relating to the Buyer’s identity, authority, licence, certification, partnership status or other credential shall constitute a material breach of these Buyer Terms and may result in immediate suspension or termination of the Buyer’s Account, without prejudice to the Company’s other rights and remedies.

3. REQUIREMENTS

3.1. A Buyer may post a Requirement on the Platform only where the Buyer has a bona fide intention to procure the relevant goods or services and has the requisite authority, internal approvals and budgetary sanction to undertake the procurement. The Buyer shall not use the Platform for any procurement activity for which he/she lacks the requisite authority, approvals, budgetary sanction or legal capacity.

3.2. The Buyer shall be solely responsible for ensuring that each Requirement posted by him/her is accurate, complete, lawful and sufficiently detailed to enable Sellers to understand the goods or services sought and submit an informed Bid. The Buyer acknowledges that the Company does not independently verify the accuracy, completeness, legality, commercial viability or procurement necessity of a Requirement. The responsibility for the Requirement and all information contained in it shall remain solely with the Buyer.

3.3. Without limitation, each Requirement shall, to the extent applicable to the relevant procurement, accurately specify:

3.3.1. the goods or services sought and the applicable technical, functional, quality and performance specifications;

3.3.2. the required quantity or volume;

3.3.3. the delivery or service location;

3.3.4. the required delivery, implementation or completion timeline;

3.3.5. the applicable budget, budget range or other pricing parameters;

3.3.6. the proposed payment terms and any applicable credit period;

3.3.7. the evaluation criteria and, where applicable, the relative weightages to be applied in evaluating Bids;

3.3.8. any mandatory licences, registrations, certifications, qualifications, technical capabilities or other eligibility requirements applicable to Sellers; and

3.3.9. such other commercial, technical or procurement requirements as are reasonably necessary for Sellers to submit Bids on an informed basis.

3.4. The Buyer shall ensure that each Requirement:

3.4.1. does not contain any false, misleading, deceptive, fraudulent or materially incomplete information;

3.4.2. does not contain requirements that are unlawful, discriminatory or otherwise prohibited under Applicable Law;

3.4.3. does not improperly restrict or manipulate the Procurement Process; and

3.4.4. is not posted solely for speculative purposes, market testing, price discovery, benchmarking of an existing supplier or any other purpose unrelated to a bona fide procurement requirement.

3.5. The Buyer shall not publish a Requirement containing information that he/she does not have the right or authority to disclose, including any confidential or proprietary information belonging to a third party, unless the Buyer has obtained all necessary rights, permissions or consents.

4. MODIFICATION, WITHDRAWAL AND CANCELLATION OF REQUIREMENTS

4.1. The Buyer may modify or withdraw a Requirement only to the extent and in the manner permitted by the Platform and the applicable Procurement Process. Any such modification or withdrawal shall be subject to the applicable functionality, timelines and procedures specified on the Platform.

4.2. The Buyer shall ensure that any modification to a Requirement is accurate, complete and consistent with its genuine procurement requirements. Where a modification materially affects the scope, quantity, specifications, delivery timeline, payment terms or other material terms of a Requirement, the Buyer acknowledges that participating Sellers may be required to submit revised Bids or reconfirm their participation.

4.3. The Buyer shall be responsible for the consequences of any modification or withdrawal of a Requirement, including any impact on Bids submitted by Sellers or on the conduct or outcome of the Procurement Process.

4.4. The Buyer shall not withdraw, cancel or materially modify a Requirement for the purpose of manipulating the Procurement Process, obtaining confidential pricing or commercial information from Sellers, or otherwise engaging in speculative or non-bona fide procurement activity.

4.5. Repeated or unreasonable withdrawal or cancellation of Requirements, or conduct that adversely affects the integrity of the Procurement Process, may adversely affect the Buyer’s profile score and may result in restriction, suspension or termination of the Buyer's Account in accordance with the Platform Terms.

4.6. Nothing in this Clause 4 shall require the Company to accept, reinstate or otherwise process a withdrawn or cancelled Requirement, or to compensate any Buyer or Seller for any consequences arising from such withdrawal, cancellation or modification.

5. EVALUATION OF BIDS

5.1. Following the conclusion of the applicable Procurement Process, the Buyer may, in its discretion, accept any Bid or decline to accept any Bid. The Buyer shall act in good faith throughout the Procurement Process and shall evaluate and award Bids in accordance with the applicable Requirement and the evaluation criteria disclosed to participating Sellers.

5.2. The Buyer may evaluate Bids having regard to the criteria specified in the relevant Requirement, which may include, as applicable:

5.2.1. the price or total commercial value of the Bid;

5.2.2. technical conformity with the specifications and requirements set out in the Requirement;

5.2.3. delivery, implementation or completion timelines;

5.2.4. proposed payment terms;

5.2.5. applicable licences, registrations, certifications or other qualifications;

5.2.6. the Seller's past performance or relevant experience; and

5.2.7. any other criteria specified in the Requirement or otherwise applied by the Buyer in good faith.

5.3. The Buyer shall conduct its own independent commercial, technical, legal, tax and other due diligence as he/she considers necessary before accepting any Bid or entering into a Transaction. The Buyer shall act in good faith in evaluating Bids and shall not manipulate, unfairly discriminate between, or otherwise improperly interfere with Sellers or the Procurement Process.

5.4. Any bid scores, rankings, recommendations, market benchmarks, risk flags or other analytics made available through the Platform may be considered by the Buyer as decision-support information only. The Buyer shall independently assess and verify such information and shall remain solely responsible for its evaluation and selection of any Seller. The Buyer acknowledges that the Company does not select the Seller, determine the successful Bid, or make any commercial decision on behalf of the Buyer. Any decision to accept or reject a Bid shall be made solely by the Buyer.

6. AWARD AND ACC

6.1. Where the Buyer elects to accept a Bid, the Buyer shall authenticate the award through the one-time-password (“OTP”) confirmation mechanism or such other authentication mechanism as may be made available on the Platform.

6.2. The Buyer’s successful authentication of an award through the applicable authentication mechanism constitutes the Buyer’s electronic acceptance of the selected Bid for the purposes of Section 10A of the Information Technology Act, 2000 and constitutes a binding contractual act by the Buyer in favour of the selected Seller.

6.3. Following successful authentication of the award, the Platform shall generate an Award Confirmation Certificate recording the outcome of the Procurement Process. The ACC may record, among other particulars, the identity of the Buyer and the selected Seller, the awarded line items and quantities, the awarded value, the applicable Platform Fee (if any), references to the relevant Procurement Process, the platform-generated audit trail identifier and such other particulars as may be recorded by the Platform.

6.4. The Buyer shall review the details of the award and the ACC promptly upon generation and shall notify the Company of any apparent technical or recording error in the ACC. Any such notification shall not, by itself, affect the Buyer’s obligations arising from the award or the underlying Transaction.

6.5. The Buyer acknowledges that the ACC is generated through the Platform and is not issued by the Company. The ACC does not constitute a purchase order, sale order, tax invoice, work order, statement of work, services agreement or other commercial instrument issued by the Company. The Company is not a party to the ACC or to any underlying Transaction between the Buyer and the Seller and assumes no rights, obligations or liabilities under the same. The legal effect of the award and the ACC, including the existence and terms of any contract between the Buyer and the Seller, shall be determined exclusively between the Buyer and the Seller in accordance with Applicable Law and the terms governing their Transaction.

6.6. The Buyer shall not make an award unless he/she has the requisite internal authority, approvals and budgetary sanction to proceed with the relevant procurement. The Buyer shall not make an award on the basis that the award is subject to a further internal approval where such approval is required for the Buyer to be legally or contractually bound.

6.7. Following generation of the ACC, all matters relating to the underlying Transaction shall be dealt with directly between the Buyer and the Seller, including, as applicable, issuance of purchase orders or work orders, execution of further commercial documentation, delivery and performance, inspection and acceptance, rejection or return, payment, refunds, warranties, tax compliance and dispute resolution. The Buyer and Seller shall be solely responsible for all matters relating to the implementation, performance and completion of the relevant Transaction as between them.

6.8. The Buyer shall ensure that any purchase order, work order, statement of work, service agreement or other contractual document issued or executed following an award is consistent with the applicable Requirement, Bid and award, except to the extent that any variation is expressly agreed between the Buyer and Seller.

6.9. Any withdrawal from, cancellation of or failure by the Buyer or Seller to proceed with an awarded Transaction after generation of the ACC shall be dealt with directly between the Buyer and the Seller and shall not impose any obligation on the Company to reverse, cancel or otherwise modify the ACC or to resolve the resulting dispute. The Company shall have no obligation to administer, monitor, enforce or resolve any post-ACC matter between the Buyer and the Seller.

6.10. Any dispute, claim or disagreement between the Buyer and a Seller relating to the existence, interpretation, performance, delivery, quality, payment, rejection, return, warranty or termination of a Transaction shall be resolved directly between the Buyer and the Seller in accordance with the terms governing their Transaction and Applicable Law.

7. BUYER IDENTITY/ANONYMITY

7.1. Where the Platform permits anonymous or partially anonymised participation in a Procurement Process, Sellers may, prior to an award, be provided only with such limited information concerning the Buyer as is displayed through the Platform, which may include the Buyer’s industry, organisation size, location, budget range or other profile attributes. The Buyer shall ensure that all information and profile attributes made available to Sellers through the Platform, whether identified or anonymised, are accurate, current and not misleading.

7.2. The Buyer acknowledges and agrees that anonymity on the Platform is intended solely to facilitate the applicable Procurement Process and shall not be used to:

7.2.1. conceal or misrepresent the identity, ownership or affiliation of the Buyer;

7.2.2. conceal any actual or potential conflict of interest;

7.2.3. facilitate collusion, bid-rigging or any other anti-competitive conduct;

7.2.4. circumvent the anti-circumvention obligations applicable under the Platform Terms;

7.2.5. evade any sanction, debarment, blacklisting or other legal or regulatory restriction applicable to the Buyer; or

7.2.6. otherwise mislead or improperly influence any Seller participating in the Procurement Process.

7.3. The Buyer acknowledges that, following an award, the Platform may disclose the Buyer’s verified identity to the selected Seller and the Buyer consents to such disclosure for the purposes of facilitating and administering the resulting Transaction.

7.4. The Buyer shall not seek to circumvent or manipulate any anonymity or identity-verification mechanism implemented by the Company, including by creating multiple Accounts, using false or misleading profile information, or accessing the Platform through an Account belonging to another person or entity.

7.5. Where the Buyer participates through a Private Marketplace or other identified procurement environment, the Buyer acknowledges that the identity and other information of participating parties may be disclosed to the extent necessary to operate that environment and facilitate the relevant Procurement Process.

8. PRIVATE MARKETPLACE

8.1. Where a Buyer has access to or subscribes to the Private Marketplace, the Buyer may invite Sellers of its choice to participate in a closed, invite-only Procurement Process, subject to the functionality and eligibility requirements specified by the Company from time to time.

8.2. The Buyer shall be solely responsible for identifying, selecting and inviting Sellers to participate in its Private Marketplace and for determining any eligibility or qualification criteria applicable to such Sellers.

8.3. The Buyer shall ensure that its selection, invitation and qualification of Sellers is carried out in compliance with Applicable Law and shall not be based on any unlawful, discriminatory or otherwise prohibited criterion.

8.4. The Buyer shall be responsible for obtaining and maintaining all internal approvals required for the establishment and operation of its Private Marketplace and for any procurement conducted through it.

8.5. The Buyer acknowledges that the Company provides the technological environment for the Private Marketplace and does not, merely by permitting a Seller to participate in such environment, represent or warrant the Seller’s identity, capacity, solvency, creditworthiness, quality, performance or suitability. The Buyer shall conduct such independent due diligence as he/she considers necessary before inviting or transacting with any Seller.

8.6. All Requirements, Bids, awards and Transactions conducted through a Private Marketplace shall remain subject to the Platform Terms, these Buyer Terms and any applicable bidding rules or procedures notified on the Platform.

9. PROCUREMENT INTEGRITY AND BUYER CONDUCT

9.1. The Buyer shall use the Platform and conduct all Procurement Processes and Transactions in good faith and in compliance with Applicable Law, the Platform Terms, and these Buyer Terms. Without limiting the general obligations applicable to Users under the Platform Terms, the Buyer shall not, directly or indirectly:

9.1.1. post or maintain a Requirement that is false, misleading, fraudulent, speculative or not supported by a genuine procurement requirement;

9.1.2. use a Requirement or Procurement Process solely for price discovery, market testing, benchmarking of an existing supplier or obtaining confidential commercial information from Sellers without a bona fide intention to procure;

9.1.3. manipulate, distort or otherwise improperly influence the outcome of a Procurement Process, including by providing materially different information or terms to participating Sellers in circumstances where such information is required to be made available to all participating Sellers;

9.1.4. engage in or facilitate bid-rigging, collusion, market-sharing, price-fixing or any other anti-competitive conduct;

9.1.5. offer, solicit, request, accept or provide any bribe, kickback, improper payment, gift, benefit or other unlawful inducement in connection with any Requirement, Bid, Procurement Process or Transaction;

9.1.6. use information obtained from one Seller for the purpose of improperly influencing another Seller or manipulating a Procurement Process;

9.1.7. use the identity or anonymity features of the Platform to conceal a conflict of interest, related-party relationship, prohibited transaction or other circumstance that is required to be disclosed under Applicable Law or the Buyer's internal policies;

9.1.8. circumvent any Platform payment, identity, audit or other control mechanism;

9.1.9. solicit or encourage a Seller to undertake an Off-Platform Transaction in breach of the anti-circumvention obligations under the Platform Terms;

9.1.10. offer, solicit, request, accept or provide any payment, discount, benefit or other inducement in exchange for the submission, modification, withholding or withdrawal of a Review, or use a Review or the threat of a Review to obtain a price reduction, a variation of terms, the settlement of a dispute or any other commercial advantage from a Seller;

9.1.11. submit, or procure the submission of, any false, fabricated or non-genuine Review, or submit a Review in retaliation for a Review received or for the exercise by a Seller of any right available to it; or

9.1.12. otherwise engage in conduct that is intended or reasonably likely to undermine the integrity, fairness or proper functioning of the Platform or a Procurement Process.

9.2. The Buyer shall promptly notify the Company if he/she becomes aware of any suspected bid-rigging, collusion, bribery, fraud, misuse of the Platform or other material violation of the Platform Terms or these Buyer Terms in connection with its Account or a Procurement Process.

9.3. Without prejudice to any other rights or remedies available to the Company under the Platform Terms, a breach of this Clause may result in restriction or removal of a Requirement, restriction of Platform functionality, suspension or termination of the Buyer’s Account, or reporting to a competent authority where required or permitted by Applicable Law.

10. SUBSCRIPTIONS, PREMIUM FEATURES AND BUYER PAYMENTS

10.1. The Company may charge the User a Platform Fee in respect of a Bid or Transaction awarded through the Platform, in accordance with the applicable terms and Platform Fee Schedule, from time to time.

10.2. The applicable subscription or premium-feature fees, billing frequency, subscription period, applicable features and other commercial terms shall be as specified in the relevant subscription plan, order page, pricing schedule or other terms made available to the Buyer through the Platform at the time of subscription.

10.3. The Buyer shall pay all applicable subscription and premium-feature fees in accordance with the payment terms specified on the Platform or in the applicable subscription plan. Unless otherwise expressly stated, all such fees are exclusive of applicable taxes. The Buyer shall be responsible for all applicable taxes, duties, levies or other statutory charges arising in connection with its subscription to or use of any paid Platform feature.

10.4. The Company may introduce, modify, suspend or discontinue subscription plans or premium features and may revise the applicable fees by providing such notice as may be specified in the applicable Subscription Plan or on the Platform. Any revised subscription or premium-feature fees shall apply prospectively and shall not affect a subscription period that has already been paid for, unless otherwise expressly agreed between the Company and the Buyer.

10.5. Where the Buyer fails to pay any amount due to the Company when due, the Company may, without prejudice to its other rights under the Platform Terms, restrict or suspend access to the relevant paid features or the Buyer’s Account until the outstanding amounts are paid.

10.6. Payment of subscription or premium-feature fees to the Company does not create any right, title or interest in the Platform or any Platform IP other than the limited right to access and use the applicable features during the applicable subscription period in accordance with the Platform Terms.

10.7. The Buyer acknowledges that payment of any subscription or premium-feature fee does not constitute a guarantee that the Buyer will receive any particular number, value or outcome of Requirements, Bids, Transactions, Seller participation or procurement savings.

11. INDEMNITY AND CONSEQUENCES OF BREACH

11.1. Without limiting the indemnity obligations under the Platform Terms, the Buyer shall indemnify, defend and hold harmless the Company, its affiliates and their respective directors, officers, employees and representatives from and against any third-party claim, demand, proceeding, loss, liability, penalty, interest, cost or expense (including reasonable legal expenses) arising out of or in connection with:

11.1.1. any breach of the Platform Terms including this Buyer Terms;

11.1.2. any material inaccuracy, omission or misrepresentation in a Requirement or other information provided by the Buyer;

11.1.3. any breach by the Buyer of its obligations relating to a Requirement, Procurement Process, award or Transaction;

11.1.4. any post-ACC withdrawal, cancellation, repudiation, non-performance or other default by the Buyer in relation to a Transaction;

11.1.5. any failure by the Buyer to comply with applicable tax, statutory or regulatory obligations, including TDS, GST, MSMED or other Transaction-related requirements;

11.1.6. any unauthorised or improper use of the Buyer’s Account by the Buyer or any person acting through or on behalf of the Buyer;

11.1.7. any breach by the Buyer of Applicable Law or the Platform Terms or these Buyer Terms; or

11.1.8. any claim by a Seller arising from the Buyer’s acts or omissions in connection with a Requirement, award or Transaction.

11.2. Additionally, a breach of these Buyer Terms may, depending on its nature and severity, result in removal or cancellation of a Requirement, restriction of Platform functionality, reduction or adverse impact on the Buyer’s profile score, suspension or termination of the Buyer’s Account, without prejudice to any other rights or remedies available to the Company under the Platform Terms or Applicable Law.

11.3. The obligations under this Clause shall survive termination or closure of the Buyer’s Account.

12. ACCOUNT SUSPENSION OR CLOSURE

12.1. The suspension, restriction and termination rights and procedures set out in the Platform Terms shall apply to the Buyer and its Account. Without limiting those provisions, the Company may suspend, restrict or terminate the Buyer’s Account or access to any Buyer-specific feature, without the requirement of any prior notice, where the Buyer:

12.1.1. breaches these Buyer Terms, the Platform Terms, the Privacy Policy, or Applicable Law;

12.1.2. repeatedly withdraws or cancels Requirements, fails to proceed with awarded Transactions or otherwise engages in conduct that materially undermines the integrity of the Platform;

12.1.3. engages in fraud, misrepresentation, bribery, bid-rigging, collusion or other prohibited or unlawful conduct;

12.1.4. fails to pay any subscription, premium-feature or other amount due to the Company;

12.1.5. uses the Platform or any Buyer-specific feature in a manner that may expose the Company or any User to legal, regulatory, financial or reputational risk; or

12.1.6. is required to be suspended or terminated by a competent authority, court order or Applicable Law.

12.2. The Buyer may terminate or close its Account in accordance with the account deactivation procedure made available on the Platform, provided that termination shall not relieve the Buyer of any obligation or liability accrued prior to such termination and shall not, by itself, cancel, rescind or otherwise affect any Transaction or contractual obligation already arising between the Buyer and a Seller. The Buyer shall remain responsible for performing its obligations under such Transaction, subject to its contractual arrangements with the Seller and Applicable Law.

12.3. Following termination or suspension, howsoever arising and for any reason, the Buyer shall:

12.3.1. cease using the Platform and any suspended or terminated Buyer-specific feature;

12.3.2. pay all amounts due and payable to the Company;

12.3.3. comply with all obligations that by their nature or express terms survive termination; and

12.3.4. continue to comply with its obligations in respect of any Transaction or other matter accrued prior to termination.

12.4. Termination or suspension shall be without prejudice to any rights, remedies, claims or liabilities accrued by the Company, the Buyer or any Seller prior to the effective date of termination or suspension.

12.5. Clauses relating to confidentiality, intellectual property, anti-circumvention, indemnity, payment obligations, Transactions already concluded or in progress, and any other provision which by its nature is intended to survive termination shall survive termination or closure of the Buyer’s Account.

13. CONTACT US

If you have any questions or queries regarding this Buyer Terms, please feel free to write to us at support@myprocurehub.com, and we will reach out to you as soon as possible.

***