SELLER TERMS AND CONDITIONS

1. APPLICABILITY

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

1.2. In the event of any inconsistency between these Seller Terms and the Platform Terms, the Seller Terms shall take precedence in respect of a matter specifically and expressly governed by these Seller 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 Seller Terms, the Platform Terms shall prevail.

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

1.4. By registering or maintaining an Account as a Seller, listing or offering any goods or services, submitting any Bid, accepting or performing any Transaction, or otherwise accessing or using the Platform as a Seller, the Seller agrees to be bound by these Seller Terms in addition to the Platform Terms.

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

1.6. Nothing in these Seller Terms shall make the Company a party to, or otherwise responsible for, any contract or Transaction between a Seller and a Buyer. The Seller’s contractual and commercial relationship with a Buyer 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 Seller 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 supply 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 Seller’s Account is duly authorised by its organisation to do so and, where applicable, has 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 obtained, and shall maintain, all licences, registrations, approvals, certifications and authorisations required to manufacture, distribute, resell, import, export, offer, supply, deliver or otherwise provide the goods or services listed or offered by he/she through the Platform;

2.1.5. where the Seller represents that their organisation is an original equipment manufacturer (“OEM”), authorised distributor, channel partner, cloud service provider (“CSP”), reseller or other authorised intermediary, he/she shall ensure that the organisation it is representing holds the relevant authorisation and shall maintain such authorisation for so long as it makes such representation;

2.1.6. all information and documents furnished by or on behalf of the Seller to the Company or displayed through the Seller’s profile, including its legal name, business details, registrations, licences, certifications, authorisations, credentials and other profile information, are true, accurate, complete, current and not misleading; and

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

2.2. The Seller shall be responsible for all acts and omissions undertaken through its Account and any Account security obligations under the Platform Terms. Any Bids, listings, communications, acceptances and other actions undertaken through the Seller’s Account shall be treated as actions of the Seller in accordance with the Platform Terms.

2.3. The Seller shall not permit any person who is not duly authorised to submit a Bid, communicate with a Buyer, accept an award or otherwise act on behalf of the Seller through its Account. The Seller 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.

2.4. Any verification, badge, credential confirmation or other verification status provided by the Company is limited to the scope expressly stated by the Company and shall not constitute a certification, endorsement or warranty of the Seller’s capability, solvency, creditworthiness, performance, quality or suitability. The Seller shall not represent that any verification, badge or other Platform designation constitutes an endorsement or guarantee by the Company of the Seller or its goods or services.

2.5. The Company may request documentary evidence of the Seller’s identity, authority, licences, registrations, certifications, authorisations or other credentials and may conduct verification or enhanced due diligence in accordance with the Platform Terms. Any misrepresentation, falsification or material omission relating to the Seller’s identity, authority, licence, certification, partnership status or other credential shall constitute a material breach of these Seller Terms and may result in immediate suspension or termination of the Seller’s Account, without prejudice to the Company’s other rights and remedies.

3. SELLER LISTINGS AND SUPPLY REQUIREMENTS

3.1. The Seller shall list, offer and Bid only in respect of goods or services that his/her/their organisation is legally entitled and authorised to manufacture, distribute, resell, import, export, supply or otherwise provide. The Seller shall remain solely responsible for conducting its own due diligence on Buyers and for determining whether to submit a Bid or enter into or perform any Transaction.

3.2. The Seller shall ensure that all goods and services listed or offered through the Platform:

3.2.1. conform to the description, specifications, quantities, quality standards and other particulars stated in the applicable Requirement and Bid;

3.2.2. comply with Applicable Law and all applicable industry, safety, quality, regulatory, licensing and certification requirements;

3.2.3. are genuine, lawful and fit for the purpose expressly represented by the Seller;

3.2.4. are not counterfeit, stolen, unlawfully obtained, grey-market goods or otherwise supplied in breach of any applicable law or third-party rights;

3.2.5. are supplied with all licences, warranties, manuals, certificates, approvals, accessories and other documentation required under Applicable Law or expressly included in the Seller’s Bid; and

3.2.6. are capable of being supplied and delivered within the timelines and on the commercial terms stated in the applicable Bid.

3.3. The Seller shall ensure that all descriptions, specifications, technical information, pricing, quantities, delivery timelines, warranties, certifications, credentials and other information contained in its profile, listings, Bids or other User Content are accurate, complete, current and not misleading.

3.4. Where a Requirement specifies particular technical, quality, performance, certification or other criteria, the Seller shall submit a Bid only if he/she/their organisation is capable of satisfying those criteria in accordance with the terms of the Requirement.

3.5. The Seller shall not submit a Bid merely for the purpose of obtaining information, benchmarking prices, influencing the outcome of a Procurement Process, covering another Bid, or otherwise without a genuine intention and ability to perform the relevant supply if awarded.

3.6. Where the Seller relies on any third-party manufacturer, distributor, service provider, technology provider or other supplier for fulfilment of a Bid, the Seller shall remain responsible for ensuring that he/she/their organisation has the necessary rights, authorisations and contractual arrangements to perform their obligations to the Buyer.

3.7. The Seller shall promptly notify the Buyer, and where appropriate the Company, if after submitting a Bid he/she/their organisation becomes unable to supply the relevant goods or services in accordance with the Bid, including due to loss or expiry of a material licence, certification, authorisation or supply arrangement.

3.8. The Seller shall not make any representation to a Buyer regarding the involvement, endorsement, certification or authorisation of the Company, unless such representation has been expressly authorised by the Company in writing.

3.9. The Seller acknowledges that the Company does not independently verify the quality, legality, authenticity, conformity, availability or suitability of the goods or services offered by the Seller. The Seller remains solely responsible for the goods and services they lists, offers and supplies.

4. BIDDING AND BID OBLIGATIONS

4.1. The Seller shall participate in a Procurement Process only in respect of Requirements for which the Seller or their organisation is eligible, duly authorised and capable of supplying the relevant goods or services in accordance with the Requirement and Applicable Law.

4.2. Each Bid submitted by the Seller shall constitute a binding offer by the Seller to supply the goods or services specified in the Bid on the terms stated therein and shall remain open for acceptance for the period specified under the applicable Procurement Process.

4.3. Before submitting a Bid, the Seller shall independently review the relevant Requirement and satisfy itself as to the specifications, quantities, delivery requirements, timelines, commercial terms and other conditions applicable to the proposed supply. The Seller shall submit a Bid only where the Seller or their organisation is able and authorised to honour the price, quantities, specifications, delivery timelines, payment terms and other commitments stated in the Bid.

4.4. The Seller shall ensure that each Bid submitted by the Seller is accurate, complete and not misleading and does not contain any false representation regarding its goods, services, capabilities, qualifications, certifications, authorisations or commercial terms. The Seller shall not submit sham, speculative, cover or non-genuine Bids, or submit a Bid for the purpose of influencing the Procurement Process without a genuine intention to perform the resulting Transaction.

4.5. The Seller shall not withdraw, modify or otherwise seek to invalidate a Bid except in accordance with the applicable bidding rules and functionality made available on the Platform.

4.6. The Seller shall not engage in bid-rigging, bid rotation, collusion, price-fixing, market-sharing or any other conduct intended to manipulate or improperly influence the outcome of a Procurement Process. The Seller shall not coordinate its Bid or pricing with any other Seller participating in the same Procurement Process.

4.7. Where a Bid is accepted by the Buyer through the applicable Platform mechanism, the Seller shall honour the awarded price, quantities, specifications and other material terms of the Bid, subject only to any variation expressly agreed between the Seller and the Buyer.

4.8. The Seller acknowledges that the Company does not guarantee that any Bid will be accepted, that the Seller will receive any particular volume of Requirements or opportunities, or that the Seller will achieve any particular ranking, score, visibility or matching outcome on and through the use of the Platform.

4.9. Any bid score, ranking, benchmark, recommendation or other output made available through the Platform shall be advisory and shall not constitute a representation or guarantee by the Company regarding the likelihood of the Seller’s Bid being accepted.

5. AWARD AND SELLER’S POST-AWARD OBLIGATIONS

5.1. Upon acceptance of the Seller’s Bid by the Buyer through generation of the ACC, the Seller shall be bound to perform the awarded Transaction in accordance with the applicable Requirement, Bid, award and any subsequent agreement entered into between the Seller and the Buyer. 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.

5.2. Following generation of the ACC, the Seller shall be solely responsible for the supply, delivery and performance of the goods or services comprising the Transaction, and 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 Seller shall not represent that the Company is responsible for the supply, delivery, quality, warranty, payment or performance of the Transaction or that the Company has guaranteed the Seller’s obligations to the Buyer.

5.3. The Seller 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.

5.4. Any purchase order, work order, statement of work, service agreement or other commercial document required following the award shall be issued or executed directly between the Seller and the Buyer. The Company shall not be a party to any such document. The Seller shall deal directly with the Buyer in respect of all matters arising after generation of the ACC, including delivery, inspection, acceptance, rejection, returns, replacements, warranties, payment, taxes, refunds, credit notes, disputes and other matters relating to performance of the Transaction.

5.5. The Seller 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.

5.6. The Seller acknowledges that generation of the ACC does not make the Company a party to the underlying Transaction and does not impose any obligation on the Company to ensure or facilitate performance of the Transaction.

5.7. Any failure by the Seller to perform an awarded Bid or Transaction shall be a matter between the Seller and the Buyer, without prejudice to the Company’s rights under the Platform Terms, including its right to reduce the Seller’s profile score or suspend or terminate the Seller’s Account.

5.8. 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.

5.9. 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.

6. PLATFORM FEE

6.1. The Seller shall pay to the Company the Platform Fee applicable to each Transaction in accordance with the applicable Platform Fee Schedule, as may be specified in the Platform, from time to time. The Platform Fee constitutes consideration for the Platform Services provided by the Company in connection with the relevant Procurement Process and is payable by the Seller.

6.2. The Platform Fee shall be payable in full, irrespective of whether any subsequent purchase order, work order, statement of work, service agreement or other contractual document is issued by the Buyer or whether the underlying Transaction is subsequently performed, completed, cancelled, modified, reduced, renegotiated or disputed.

6.3. Without limiting Clause 6.2, the Seller’s obligation to pay the Platform Fee shall not be conditional upon:

6.3.1. the Buyer issuing any purchase order, work order or other contractual or commercial document;

6.3.2. commencement, completion, acceptance or quality of performance of the underlying Transaction;

6.3.3. receipt by the Seller of any payment from the Buyer;

6.3.4. any cancellation, reduction, modification or renegotiation of the Transaction by the Buyer or the Seller; or

6.3.5. any dispute between the Buyer and the Seller concerning the Transaction, including any dispute relating to the goods or services, delivery, performance, payment or any other matter.

6.4. The applicable Platform Fee, including the applicable rates, categories, thresholds, caps, annual contribution limits, billing arrangements, payment timelines, interest on overdue amounts, promotional pricing and any other applicable commercial terms, shall be as specified in the Platform Fee Schedule.

6.5. The Company may amend the Platform Fee Schedule from time to time by providing notice in accordance with the Platform Terms. Any such amendment shall apply prospectively.

6.6. The Company shall issue the applicable invoice for the Platform Fee to the Seller in accordance with the Platform Fee Schedule. The Seller shall pay each such invoice within the period specified in the Platform Fee Schedule or, where no other period is specified, within seven (7) days from the date of the invoice.

6.7. The Platform Fee is exclusive of GST and any other applicable taxes. GST and other applicable taxes on the Platform Fee shall be charged by the Company and shall be payable by the Seller in addition to the Platform Fee, to the extent required under Applicable Law.

6.8. Failure by the Seller to pay any Platform Fee when due may result in suspension or restriction of the Seller’s bidding rights or access to the Platform, imposition of interest on overdue amounts at the rate specified in the Platform Fee Schedule, recovery of the outstanding amounts in accordance with Applicable Law, and/or suspension or termination of the Seller’s Account, without prejudice to any other rights or remedies available to the Company under the Platform Terms, these Seller Terms or Applicable Law.

6.9. The Seller shall raise any dispute concerning the calculation, amount or applicability of a Platform Fee in writing within fifteen (15) days from the date of the relevant Platform Fee invoice. If the Seller does not raise such dispute within this period, the relevant invoice shall be deemed to have been accepted by the Seller as correct and shall be payable in full. Pending resolution of a bona fide Platform Fee dispute validly raised within the period specified above, the Seller shall remain liable to pay the undisputed portion of the relevant invoice and may withhold only the portion genuinely disputed.

6.10. A subsequent cancellation, non-performance, rejection, dispute, reduction, modification, renegotiation or non-payment in respect of the underlying Transaction between the Seller and Buyer shall not, by itself, extinguish, reduce, defer or postpone the Seller’s obligation to pay the Platform Fee.

6.11. Where a Transaction is demonstrably cancelled in writing by both the Buyer and the Seller before any performance of the Transaction has commenced, the Company may, at its sole discretion and as a commercial accommodation, issue a full or partial credit of the applicable Platform Fee. Any such credit shall be discretionary and shall not constitute a right or entitlement of the Seller.

7. SELLER IDENTITY, ANONYMITY AND PREMIUM FEATURES

7.1. Unless otherwise specified for a particular Procurement Process or feature, Sellers may participate in Procurement Process on an anonymous or partially anonymised basis in accordance with the functionality of the Platform. Where the Seller subscribes to a premium tier or uses an identity-related, connection-request, compliance unlock or other paid feature, the Seller shall pay the applicable fee and taxes in accordance with the relevant commercial terms published on the Platform.

7.2. The Seller acknowledges that the Platform may disclose limited information concerning the Seller to a Buyer before an award and may disclose the Seller’s verified identity and other relevant information to the Buyer at the shortlist, award or other stage specified by the Platform.

7.3. The Seller shall not attempt to identify an anonymised Buyer through improper means, including by exploiting Platform functionality, obtaining information from other Users, or using information disclosed through a Procurement Process for any purpose unrelated to the applicable procurement.

7.4. The Seller shall not use any communication, document, quotation, invoice, packaging, delivery interaction or other means of communication with a Buyer to disclose, solicit or obtain information in a manner that circumvents the anonymity or anti-circumvention mechanisms of the Platform.

7.5. The Company does not guarantee that use of any premium feature will result in a particular number of Requirements, invitations, Buyer connections, shortlist opportunities, awards or Transactions.

8. BIDDING INTEGRITY AND SELLER CONDUCT

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

8.1.1. submit a Bid that is false, misleading, fraudulent, speculative or submitted without a genuine intention and ability to supply the relevant goods or services;

8.1.2. submit or maintain multiple Bids, accounts or offers for the purpose of manipulating the outcome of a Procurement Process or creating a false appearance of competition;

8.1.3. manipulate, distort or otherwise improperly influence the outcome of a Procurement Process, including through collusion, coordinated bidding, bid rotation, market allocation or submission of Bids on behalf of another Seller;

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

8.1.5. 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;

8.1.6. provide false, misleading or materially incomplete information regarding its identity, ownership, authority, qualifications, experience, financial capacity, licences, certifications, goods or services, pricing, delivery capability or other information relevant to a Requirement or Bid;

8.1.7. use information obtained from a Buyer or another Seller through the Platform to improperly influence, manipulate or interfere with a Procurement Process or obtain an unfair commercial advantage;

8.1.8. disclose, misuse, copy, scrape or otherwise exploit confidential or commercially sensitive information relating to a Buyer, another Seller, a Requirement or a Procurement Process, except as permitted under the Platform Terms or Applicable Law;

8.1.9. circumvent any Platform identity, audit, bidding or other control mechanism or use any technical means to interfere with or gain an unfair advantage in a Procurement Process;

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

8.1.11. 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 submit or procure the submission of any false, fabricated or non-genuine Review, whether in respect of itself, a Buyer or another Seller;

8.1.12. use a Review, or the threat of a Review, to coerce or improperly influence a Buyer in relation to a Transaction, a payment, the settlement of a dispute or any other commercial matter, or submit a Review in retaliation for a Review received;

8.1.13. submit a Bid for goods or services that the Seller is not legally entitled, licensed or otherwise authorised to supply, or that the Seller does not have the capacity or reasonable ability to fulfil in accordance with the Bid; or

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

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

8.3. Without prejudice to any other rights or remedies available to the Company under the Platform Terms, a breach of this Clause may result in rejection or cancellation of a Bid, restriction or removal of the Seller’s participation in a Procurement Process, restriction of Platform functionality, suspension or termination of the Seller’s Account, or reporting to a competent authority where required or permitted by Applicable Law.

9. INDEMNITY AND CONSEQUENCES OF BREACH

9.1. Without limiting the indemnity obligations under the Platform Terms, the Seller 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, loss, liability, penalty, damage, cost or expense (including reasonable legal expenses) arising out of or in connection with:

9.1.1. any breach of the Platform Terms including this Seller Terms;

9.1.2. any infringement or alleged infringement of a third party’s intellectual property rights by goods or services offered or supplied by the Seller;

9.1.3. any defect, failure, safety issue, product liability claim, recall or other claim relating to goods or services supplied by the Seller;

9.1.4. any misrepresentation or misdeclaration by the Seller concerning its licences, certifications, authorisations, credentials or capabilities;

9.1.5. the Seller’s failure to comply with applicable GST, tax, customs, e-invoicing, e-way bill or other statutory obligations;

9.1.6. any violation by the Seller of applicable sanctions, export-control, import or trade restrictions; or

9.1.7. any claim by a Buyer or third party arising from the Seller’s goods, services, supply, performance or conduct.

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

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

10. ACCOUNT SUSPENSION OR CLOSURE

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

10.1.1. breaches these Seller Terms, the Platform Terms, the Privacy Policy, or Applicable Law;

10.1.2. fails to pay any Platform Fee, subscription fee, premium-feature fee or other amount due to the Company;

10.1.3. submits sham, misleading or fraudulent Bids or engages in bid manipulation, collusion or other prohibited conduct;

10.1.4. misrepresents or fails to maintain any material licence, certification, authorisation or credential;

10.1.5. enters into or facilitates an Off-Platform Transaction in breach of the anti-circumvention obligations;

10.1.6. repeatedly fails to honour awarded Bids or otherwise materially fails to perform its obligations to Buyers; or

10.1.7. engages in conduct that may expose the Company or the Platform to material legal, regulatory or reputational risk.

10.2. The Seller 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 Seller 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 Seller shall remain responsible for performing its obligations under such Transaction, subject to its contractual arrangements with the Buyer and Applicable Law.

10.3. Following termination or suspension, howsoever arising and for any reason, the Seller shall:

10.3.1. cease using the Platform and any suspended or terminated Seller-specific feature;

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

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

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

10.4. 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 Seller’s Account.

11. CONTACT US

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

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