Terms and Conditions
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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
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1 Introduction
Prokuria S.R.L. is a limited liability company duly organized under the laws of Romania, with its registered office at 8 Rasuri Street, Room 8, District 2, Bucharest, Romania, registered with the Trade Registry under no. J40/13198/2016, having sole registration code (CUI) 36609013 and EUID ROONRC.J40/13198/2016 (“Prokuria“).
Prokuria provides cloud-based sourcing and procurement solutions that help organizations automate procurement, through the multilingual web-based software platform available at prokuria.com and all its subdomains, including but not limited to app.prokuria.com, which have as main functionalities the possibility to create “Procurement Events” which are requests (RFI, RFP, RFQ), reverse auctions, forward auctions and Dutch auctions and other procurement processes and communications with the Registered User’s vendors and suppliers or with potential vendors and suppliers (the “Website”).
This Agreement establishes the terms that govern the relationship between Prokuria and you, to which you agree, and by which you will be legally bound, when using the Website. As used in this Agreement, “using” includes without limitation visiting, browsing, accessing information, content, functionality and/or services offered via, the Website, whether as a Guest or a Registered User.
By using the Website, you hereby agree to accept these terms and conditions (the “Terms and Conditions/Agreement”) as a Registered User or as a Guest. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Website and any further upgrade, modification, addition or change to this Website. If you do not accept all the terms and conditions of this Agreement, please do not use this Website.
You, as User, declare that (a) you have the authority to bind the entity to this Agreement; (b) the address you use when registering is the principal place of business of such business entity; and (c) all other information submitted to Prokuria and its affiliates during the registration process is true, accurate, current and complete.
These Terms and Conditions apply, within the relevant limits set by the manner of using the Website, to both:
(i) “Registered Users” which are users that will have an account on the Website and are the ones initiating a Procurement Event. Registered Users also have a contractual relationship with Prokuria based on the Software Licencing Agreement mentioned below at Clause 2 and shall include agents, affiliates, directors, officers and employees of the Registered Users; and
(ii) “Guests” which do not have an account on the Website, but they will use the Website on the basis of an invitation from the Registered Users to participate to the Procurement Event. The Guests are the Registered Users’ vendors and suppliers or potential vendors and suppliers (including their agents, affiliates, directors, officers and employees) and, thus, have or there is a possibility to enter into a separate contractual relationship with the Registered Users.
The Registered Users and the Guest are hereinafter together referred to as “Users”.
2 Other applicable terms
These Terms and Conditions refer to the following additional terms, which also apply to your use of the Website:
Our Cookie Policy, which sets out information about the cookies on our site.
Our Software Licence Agreement, which sets out the provisions governing the relationship between Prokuria and the Registered Users in relation to the assignment of the licence to use the Software.
3 Amendments to the Terms and Conditions
Prokuria has the right to amend these Terms and Conditions and other additional terms applicable, including the ones mentioned at Clause 2 above, at any time for one or more of the following reasons:
a) in case the amendment is favourable to you;
b) in case the amendment becomes legally necessary;
c) in order to reflect changes to the Website;
d) in order to change, improve, update or add functions to the services provided by Prokuria or in order to offer new services or in order to eliminate one or more services;
e) in order to improve the security of the services provided by Prokuria;
f) for any other reason which Prokuria considers to be valid or necessary.
Any amendments to this Agreement shall be effective immediately by posting on the Website and by e-mail notification to all Registered Users. This Agreement may not otherwise be modified.
It is also your responsibility as a User to check the Terms and Conditions periodically for changes. Your continued use of the Website following the posting of any changes to the Terms and Conditions constitutes acceptance of and agreement to those changes. Every time you wish to use our site, please check these Terms and Conditions to ensure you understand the terms that apply at that time.
4 Amendments and Accessing the Website
Prokuria may update and change the Website from time to time. However, please note that the Website can be outdated at a certain moment of using and we have no obligation to update the Website in real time.
We do not guarantee that the Website has no error or that there will be no errors or omissions in its content.
We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. However, Prokuria shall not be liable to any User for any inability to use the Website (whether due to disruption, limited access, changes to or termination of any features on the Website or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Website or any of its features.
You, as Registered User, are also responsible for ensuring that all persons who use your credentials/account details are aware of these Terms and Conditions and that they comply with them.
The use of the content or materials of the Website for any purpose not expressly permitted in these Terms and Conditions is prohibited.
Some of the content displayed on this Website is provided or posted by third parties and not by Prokuria. Prokuria shall not be held liable for the accuracy, propriety, lawfulness or truthfulness of any third party content. Prokuria shall not be liable to any user in relation with such User’s reliance on such third party content. The responsibility for the content provided by any third party rests entirely with the respective party. Prokuria shall not be liable for any third party content published on the Website.
Prokuria does not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Website. You should use your own virus protection software.
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which our site is stored or any server, computer or database connected to our Website.
5 Account Details
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you, knows your user identification code or password, you must promptly notify us at contact [at] prokuria.com.
6 Services
Prokuria provides the Website and, thus, Prokuria is not an agent of the Users and acts exclusively as a facilitator of Procurement Events, enabling Registered Users and Guests to exchange information.
The Procurement Event is created/initiated by the Registered Users and the Guests are participants to the Procurement Event. All Users agree that the Procurement Event and any associated material on the Website are included on the instruction of the Registered User and are not representations, actions or statements of Prokuria and are not binding on Prokuria but are representations, actions or statements of the Registered User.
The Registered User is responsible for inviting Guests to participate to each Procurement Event.
The legal relationship between the Registered User and the Guests is not subject of these Terms and Conditions and, thus, Prokuria has no liability in connection with any relationship between the Registered Users and Guests.
Each User fully acknowledges the risks of transactions conducted through the Website, and that it fully understands the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Website.
Prokuria (including its agents, affiliates, directors, officers and employees) cannot be held liable by any User involved in a dispute with another party to a transaction for any claim, demand, action, proceeding, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
7 Users
For any material or information posted on the Website or provided to www.prokuria.com, or displayed by Prokuria under authorization from a User, each User declares, warrants and convenes that it is in possession of all necessary third party copyright, trademark, trade secrets or patent licenses and permissions, and/or of any such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of privacy).
Each User hereby declares, warrants and convenes that it will bear the entire responsibility for ensuring that any material or information it posts on the Website or provides to Prokuria or authorizes prokuria.com to display does not, and that the products represented thereby do not, violate any third party rights, or is posted with the permission of the owner(s) of such rights.
Each User hereby declares, warrants and convenes that it has the right to manufacture, offer, sell, import, export and distribute the products it offers and displays on the Website. Each Registered User hereby declares, warrants and convenes that the manufacture, offer, sale, importation, export and/or distribution of those products violates no third party rights.
Each User hereby declares, warrants and convenes that the information submitted to/via Prokuria for display on the Website shall not:
(a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items the sales and/or marketing of which is prohibited by any applicable law, or otherwise promote any other illegal activities;
(b) be used for any other unlawful purpose or be used to defraud other Users of the Website, as part of a scheme to this end;
(c) relate to sale of products or services that infringe or otherwise support or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other third party rights;
(d) impersonate any person or entity, misrepresent any User or any User’s affiliation with any person or entity;
(e) come against any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
(f) be defamatory, slanderous, unlawfully threatening or harassing;
(g) be obscene or contain or relate to pornography or sex-related merchandising or any other content or otherwise promote sexually explicit materials or materials that are, in any way whatsoever, harmful to minors;
(h) promote discrimination based on including, but not limited to race, gender, religious beliefs, ethnicity, nationality, disability, sexual orientation or age;
(i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), can be deemed as privacy invading or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;
(j) solicit business from any Users in connection with a commercial activity that competes with Prokuria;
(k) is destructive or can contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating to unauthorized third parties any software or hardware system, data or personal information;
(l) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement;
(m) induces in any way or leads to the possibility of any liability for Prokuria or its affiliates.
Upon its sole discretion, Prokuria may remove any material displayed on the Website which may reasonably be deemed or in view of which Prokuria may reasonably believe is unlawful, could subject Prokuria and its affiliates to liability, violates this Agreement or is otherwise found inappropriate in Prokuria’s opinion.
8 SOFTWARE LICENCE AGREEMENT
You must follow the online registration form from the Website, available at https://app.prokuria.com/authentication.html#/register to become a Registered User. To create a Procurement Event, you must be a Registered User.
Registered Users will be charged for a licence to use the Website to run Procurement Events (the “Licence”). The Licence will be governed by the provisions of the Software Licence Agreement mentioned at Clause 2 above. Based on this Software Licence Agreement, Prokuria, in its capacity as author, and exclusive holder of all monetary copyrights regarding the web-based application (platform) PROKURIA APPLICATION (the “Software”), non-exclusively assigns to the Registered User, in exchange for the payment of a Fee (as defined in the Software Licence Agreement) the license to use the Software.
In case the Registered Users and Prokuria decide to conclude a separate Software Licence Agreement and not the one included herein, the provisions of this separate agreement will prevail.
9 FEES
The fees are payable by the Registered Users as per the Software Licence Agreement mentioned in Clause 2 above.
Guests will not be charged by Prokuria for participation in Procurement Events.
10 INTELLECTUAL PROPERTY RIGHTS
The term “Intellectual Property Rights” from these Terms and Conditions means: trademarks, service marks, rights in trade names, business names, logos or get-up, patents, utility models, rights in inventions, right in computer software, registered and unregistered design rights, copyrights, database rights, rights in domain names and URLs, rights to sue for passing off and in unfair competition, and all other similar rights in any part of the world (including in Know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
The Users acknowledge that all Intellectual Property Rights in the Website itself (meaning the software and platform itself and their design processes) belong and shall belong to Prokuria, and they shall have no rights in or to the Website other than the right to use it in accordance with the terms of these Terms and Conditions, including the Software Licencing Agreement. Also, the Users acknowledge that some of the content displayed on the Website is provided or posted by third parties and not by Prokuria. Prokuria shall not be held liable for the accuracy, propriety, lawfulness or truthfulness of any third party content. Prokuria shall not be liable to any User in relation with such User’s reliance on such third party content.
Prokuria is the exclusive owner or the licensee of all intellectual property rights in relation to the Website.
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11 LIMITATION OF LIABILITY
In case of any damage caused to any User’s computer system, or should any User lose data as result of downloading or obtaining any material through the Website, Prokuria shall be held free of any liability, as such operations shall be made at the sole discretion and on the sole responsibility of the User.
Under no circumstances shall Prokuria be held liable for a delay or failure or disruption of the content or services delivered through the Website resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Each User hereby further agrees to indemnify and keep Prokuria, its affiliates, directors, officers and employees free from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may result, directly or indirectly, from any claims asserted by third party rights claimants or any other third parties relating to products offered or displayed on the Website.
Each User hereby further agrees that Prokuria is not accountable and shall have no liability for any material posted by other User or any other third party, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.
Prokuria shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence or otherwise or any other damages resulting from any of the following:
(a) the use or the inability to use the Website;
(b) any defect or flaw in goods, samples, data, information or services purchased or obtained from a User or a third party service provider through the Website;
(c) violation of third party rights or claims or demands that Users’ manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Website may violate or may be asserted to violate third party rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by third party rights claimants;
(d) unauthorized access by third parties to data or private information of any Registered User or Guest resulting directly or indirectly from acts of the Users;
(e) statements or conduct of any User from the Website.
12 ENTIRE AGREEMENT
These Terms and Conditions and the related terms mentioned at Clause 2 above, constitute the entire Agreement between Prokuria and you in relation to the usage of the Website.
13 GOVERNING LAW AND JURISDICTION
These Terms and Conditions are governed by Romanian law and you irrevocably agree to submit any dispute arising out or in connection with the herein Terms and Conditions to the exclusive jurisdiction of the courts from Bucharest.
14 LANGUAGE
These Terms and Conditions are drafted both in Romanian and in English, in case there is a discrepancy between those versions, the version in Romanian shall prevail.
15 SEVERANCE
If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 16 shall not affect the validity and enforceability of the rest of the provisions.
16 CONTACT
To contact us, please send us an e-mail at contact [at] prokuria.com or call us at +40 371 066 786.
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