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Master Services Agreement

UPDATED: 26/7/2024

 

The user manual for utilizing Edquip, whether you are engaging in the procurement of educational products or offering your products and services online.

Welcome to Edquip! This Agreement establishes the terms between Edquip Platforms s.r.o., a company based in the Czech Republic, operating under the name "Edquip," and you. It governs your usage of, and access to, the sites and services provided by Edquip ("Edquip Services"). The collective term for Edquip Services, corporate websites, and tools is referred to as the "Edquip Platform." (Please be aware that specific services offered by Edquip and its affiliates may be subject to separate terms. If you have any inquiries, feel free to reach out.)

This Agreement becomes effective between you and Edquip upon your acceptance of its terms. The effective date is the date of your acceptance of this Agreement.


 

1.      Entering Into this Agreement with Edquip

 

Upon utilizing Edquip.co, you are entering into the following Agreement with Edquip Platforms s.r.o., and you are consenting to the terms outlined below. If you are entering into this Agreement on behalf of an organization or legal entity, you affirm and guarantee that you possess the authority to legally bind that organization or legal entity to this Agreement. In such instances, references to "you" and "your" will pertain to that company or legal entity, unless the context indicates an individual reference to you. The utilization of any services provided by Edquip Platforms s.r.o. is not feasible without the acceptance of the terms outlined in this Agreement.

 

2.      Relationship to other agreements

 

In the event of any conflict between this Agreement and other executed documents between you and Edquip, including any Purchase Order or Statement of Work referencing this Agreement, the terms of this Agreement will take precedence unless you and Edquip mutually agree otherwise in a written agreement. Additionally, certain other documents work in conjunction with this Agreement and are integrated into it by reference, specifically:

It is imperative that you carefully read all pertinent documents, as they are subject to periodic updates. In the event of a conflict between this Agreement and any of these documents, the terms of this Agreement will prevail.

 

3.      Edquip Services

 

3.1.          Types of Services

 

As elaborated later in this section, we provide various services, delivered either by our personnel or third-party sellers such as Vendors or PSPs on Edquip.co. These services encompass, but are not restricted to, digital services (such as Quote Comparisons, Workflow Tools, Payment Services) and physical services (for instance, the shipping of educational equipment by Edquip Vendors, known as "Freight Services").

 

3.1.1.          Services for Edquip Customers

 

A business opting to explore and compare products, request and compare quotations, acquire products and services, and oversee orders is referred to as a "Customer." If you fall into this category, you are authorized to utilize the Edquip Platform for searching for appropriate products, obtaining product quotes from any Vendors, and facilitating orders between yourself and Vendors. Additionally, you can manage your orders through Edquip, engage in communication with the Vendor, and oversee payments.

 

3.1.2.          Services for Edquip Vendors

 

If you supply, offer for sale, and sell educational products or services (such as hardware training systems, or software training systems, Edtech, or similar), you fall into the category of a "Vendor" and engage in "Selling." Unless explicitly agreed otherwise, Edquip is not a Seller and is not a party to any agreement between a Vendor and Customer. However, we assist you in marketing your products online, managing your product catalogue, receiving quotation requests, managing your pipeline, executing orders through a software workflow, and serving as a collection agent to collect payments via Edquip.

 

3.2.          Services Used

 

Certain sections of this Agreement are specifically relevant to particular types of Edquip Services or users. In instances where sections of this Agreement are not explicitly targeted at specific Edquip Services or users, they are applicable to all users across all Edquip Services.

 

3.3.          Sub-contractors

 

We may occasionally engage subcontractors or other third parties as part of the Edquip Services. In such cases, we will consistently uphold responsibility for all our obligations under this Agreement.

 

3.4.          Sanctions Compliance

 

Edquip is committed to adhering to all relevant sanctions laws, regulations, and orders (collectively referred to as "Sanctions Laws"). Users are prohibited from engaging in any activity that would result in Edquip or its personnel violating Sanctions Laws. Throughout the duration of this Agreement, the User represents, warrants, and agrees that:

(i) They are not listed on, and will not be added to, the Specially Designated Nationals and Blocked Persons List ("SDN List") administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, the European Union Consolidated Financial Sanctions List, or the United Nations Security Council Consolidated List.

(ii) They will not transact or deal pursuant to this Agreement with any person or entity that is on the SDN List, the European Union Consolidated Financial Sanctions List, or the United Nations Security Council Consolidated List.

 

4.      Changes to the Agreement or Edquip Services

 

4.1          Agreement

 

Due to the dynamic nature of our business and industry, we reserve the right to modify this Agreement at any time, exercising our sole discretion. In such cases, we will notify you by posting the modified Agreement on the Site, providing a notice on the Site, or through other means of communication. It is advisable to review changes to the MSA, Terms & Conditions, etc. at the beginning of each calendar quarter. If any changes are unacceptable to you and you wish to terminate your relationship with us, please inform us promptly. Otherwise, the changes will become binding following the modification. If you disagree with the modified Agreement, you will continue to be bound by any existing obligations under the agreement that was in place when you initially entered into a contract for those services. However, you will not be able to use Edquip.co for any other purposes.

 

4.2          Edquip Services

 

In our ongoing efforts to consistently enhance the Edquip Services, we reserve the right to modify or terminate any part of the Edquip Services at any time, exercising our sole discretion. This may involve the removal of features that are infrequently used by users or the introduction of new features.

 

4.3          Customer requested changes to the Edquip Services

 

If customers request modifications to the Edquip Services, such as new features in the SaaS functionality, Edquip may choose, at its discretion, to provide these changes for free, for a fee, or not at all. The decision is typically based on whether Edquip deems the changes beneficial to other customers. All new developments within the Edquip Services will be the property of Edquip and may be extended to other Edquip customers, even if a specific customer is contributing financially to the development cost, unless otherwise specified in a written agreement between Edquip and that customer.

 

5.      Registration and Intellectual Property Rights

 

5.1          Accounts and Users

 

5.1.1          Marketing User

 

If you download content or subscribe for updates on Edquip, we will adhere to our privacy policy, ensuring that your information is never disclosed to external parties. We are committed to honoring any request for removal of your information.

 

5.1.2          Edquip User Registration

 

To access specific features of the Edquip Platform and Edquip Services, you are required to create an account ("Account"). Registration for an Account can be completed through the Site. It is crucial to furnish us with accurate, complete, and current information for your Account, and you commit to updating such information to maintain its accuracy. You agree not to disclose your Account password to any third party and undertake to promptly inform us of any unauthorized use of your Account. You are responsible for all activities conducted under your Account, regardless of whether you are aware of them.

 

5.1.3          Business Accounts:

 

You have the option to establish a "Business Account" encompassing a group of Accounts for your employees and/or independent contractors providing services to your business, typically identifiable by the same @yourcompanyname.com email address. Each employee or independent contractor is required to have their own Account, and specific employees can be designated as administrators of the Business Account, known as "Business Account Administrators." These administrators have the authority to include employees and independent contractors with Accounts as part of the Business Account, and each accepted individual becomes an "Authorized User." You also have the authority to permit any of your employees or independent contractors with an @yourcompanyname.com email address to create an Account associated with your Business Account. It is your responsibility to oversee all actions taken under an Authorized User's Account, irrespective of whether such actions were authorized by the user. Additionally, you are accountable for the security of each Authorized User's Account and must not share (and must instruct each Authorized User not to share) such Account details with any other person or entity or allow any other person or entity to access or use the Edquip Platform.

 

5.2          Intellectual Property

 

5.2.1          Edquip IP

 

We have dedicated significant effort over the years to develop our technology, and we take pride in our achievements. With respect to your rights outlined in Section 5.2.2, we maintain exclusive ownership of all rights, title, and interest in any software, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques, and materials of any nature utilized or created by us in connection with the provision of the Edquip Services to you, collectively referred to as "Edquip Materials." This ownership extends to any text, data, images, information, or other materials posted, generated, provided, or otherwise made available by us through the Edquip Platform, collectively termed "Edquip Content." Our rights encompass worldwide patent rights, copyright rights, trade secret rights, know-how, and any other intellectual property rights ("Intellectual Property Rights") associated with the Edquip Materials and Edquip Content. You are granted no rights in any Edquip Materials or Edquip Content except those explicitly provided in this Agreement. Additionally, you are prohibited from recording or accessing our data through automated programs, software, or any other method of screen scraping.

 

5.2.2          Customer IP

 

5.2.2.1          Customer & Vendor Content

 

Subject to the provisions of this Section, you hold exclusive ownership of all rights, title, and interest in any text, data, images, information, or other materials that you post, generate, provide, or otherwise make available through the Edquip Platform, whether on a Custom Site or otherwise, collectively referred to as "Customer & Vendor Content." This ownership includes all Intellectual Property Rights associated with the Customer & Vendor Content. You bear sole responsibility for the accuracy, quality, integrity, legality, and reliability of all Customer & Vendor Content submitted by you or any Authorized User to the Edquip Platform. By making Customer & Vendor Content available through the Edquip Platform, you grant Edquip a non-exclusive, transferable, sublicensable, worldwide, royalty-free license. This license enables Edquip to access, process, analyze, store, use, copy, and modify your Customer & Vendor Content in connection with the operation of the Edquip Platform and the provision of the Edquip Services.

 

5.2.2.2          Anonymous Data and Reference Data

 

You provide us the right to utilize Customer & Vendor Content, regardless of its relation to your activities as a Customer, Vendor, or otherwise, for the purpose of generating anonymous, statistical data derived from such Customer & Vendor Content. This includes creating ("Anonymous Data"), such as calculating average prices across multiple Vendors without revealing their identities. This Anonymous Data, which does not identify you, is not considered Confidential Information under this Agreement and is owned by Edquip. Additionally, to enhance the Edquip Services for you and others, Edquip may utilize reference data, inherently non-confidential or proprietary, such as industry tariff or tender formats (e.g., column structures without pricing data), commodity codes, and names/websites of corporations ("Reference Data"). This Reference Data is not considered Customer & Vendor Content for the purposes of this Agreement.

 

5.2.3          Trademark License

 

We value our business relationship with you. Under this agreement, we provide you with a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license (without the right to grant sublicenses) to use the "Edquip" name and logo for inclusion in your list of vendors or your list of technologies. Any goodwill associated with the use of this name and logo benefits Edquip. Conversely, you grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to include your name and logo on Edquip's list of customers or vendors, whether in a general customer list or a list specific to a product, service, or sector, and to publish your reviews. The goodwill associated with the use of your name and logo benefits you. We will use the Vendor's logo when displaying Quotes, on the Vendor Profile Page, and in other marketing materials, customer support efforts, and related services on Edquip.co to attract customers and generate business for Vendors.

 

5.2.4          Reservation of Rights

 

We retain all rights to Intellectual Property Rights, Software, Edquip Materials, and Edquip Content that are not explicitly granted to you under the terms of this Agreement.

 

5.3          Data Maintenance and Backup Procedures

 

We understand the importance of your data and will make commercially reasonable efforts to store, secure, and back up your Customer & Vendor Content. This includes choosing reputable infrastructure or platform providers and adhering to our standard storage, backup, and archival procedures for all Customer & Vendor Content within the Edquip Platform. If there is any loss or corruption of Customer & Vendor Content, we will exert commercially reasonable efforts to restore it from the latest backup maintained by us. It's important to note that we will not be held responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Customer & Vendor Content caused by third parties. Our commitment to restoring lost or corrupted Customer & Vendor Content, as outlined in this Section 5.3, constitutes our sole liability and your exclusive remedy in the event of any such issues related to the Edquip Services and Edquip Platform.

 

6.      Buying

 

6.1          Buying Products & Services

 

6.1.1          Quotes

 

Feel free to utilize the Edquip Platform to search for products, explore vendors, and request price quotes, including terms for a product, shipment, installation, commissioning, and training ("Quotes"). As a part of our ongoing efforts to enhance your experience, we regularly introduce new features to assist you in evaluating products, vendors, and managing your Quotes, Orders, Payments, and Shipments.

If you're using the Edquip Services as a Customer, the use of the platform is free of charge. However, please note that you are responsible for paying for any products and services you purchase from a vendor.

 

6.1.2          Where you can Buy

 

You can access Buying products and associated services through the Edquip.co marketplace.

 

6.1.3          Representations

 

As a Customer utilizing the Edquip Services, you affirm to Edquip and Vendors that you comprehend the functioning of educational products and related services. Furthermore, you assert that you possess all the required permits and approvals essential for the lawful procurement of any products and services that you purchase.

 

6.2          Accepting Quotes

 

6.2.1          Orders

 

Upon accepting a Quote, we generate an "Order" on your behalf, establishing a legally binding agreement between you and the Vendor who supplied the Quote. Vendors, and not Edquip, bear the responsibility for fulfilling any Orders and delivering the associated services. The Vendor's identity will be prominently indicated on the Quote. As a Customer, you commit to adhering to the terms, conditions, rules, and restrictions stipulated by the Vendor for such Orders. It is acknowledged and agreed that you, not Edquip, are accountable for fulfilling the Customer's obligations outlined in the Order and any other agreements with Vendors.

 

6.3          Edquip is Not the Seller

 

We facilitate the procurement of Quotes from Vendors, but unless explicitly agreed otherwise in writing, we are not a Vendor, and we do not engage in the sale of educational products. Vendors are not considered agents or contractors of Edquip. We do not endorse any unaffiliated Vendors, nor do we supervise, direct, or control the performance of product and service sales by unaffiliated Vendors. There is no warranty that any Vendors will meet your expectations or guarantee specific service levels. While we are not obligated to conduct background checks on Vendors, we may do so at our discretion (and have removed Vendors from Edquip when deemed necessary). We may publish reviews of Vendors and their products or vet specific Vendors from time to time to assist you, but we do not guarantee the accuracy of any reviews, and we caution that reviews can be misleading.

Your use of the Edquip Services is at your own risk, and we encourage you to conduct your own research and due diligence on any Vendor with whom you may engage through an Order, similar to how you would assess a Vendor outside the Edquip Platform. We do act as a collection agent for Vendors. If you have purchased products or services from a Vendor, Edquip has been authorized by the Vendor to collect payment. You agree that failure to make the due payment gives the Vendor and/or Edquip, acting as their agent, the right to withhold the release of any products or services Ordered through the Edquip Platform until the Order is paid in full.

 

6.4          Disputes with Vendors

 

We encourage you to communicate directly with Vendors regarding any Orders you make, whether using communication tools on the Edquip Platform or through offline means. If you have concerns about any Order, try to resolve them directly with the relevant Vendor. In case you cannot resolve your concerns with the Vendor, you can file a formal complaint which shall be governed by the relevant provisions in the Standard Operating Procedures (SOP). We will address such complaints as deemed appropriate under the circumstances. By using Edquip, you agree that any legal remedy or liability sought for actions or omissions of Vendors or other third parties will be limited to a claim against the specific Vendors or other third parties responsible for the harm. You agree not to attempt to impose liability on us or seek any legal remedy from us concerning such actions or omissions.

 

6.5          Customer Payment Terms

 

6.5.1          Edquip as Payment Agent

 

You agree to pay the Vendor for the Products & Services associated with an Order. We serve as the payment agent for the Vendor (also known as the agent of the payee). This means that we collect money from you on behalf of the Vendor, and subsequently pass it on to the Vendor. Our policies and practices for collecting money and facilitating payments to the Vendor may vary based on factors such as geography, volume and type of Orders, Customer’s track record, and Vendor’s track record. For instance, payment may or may not be required at the time of making an Order. We might accept part payment at the time of making an Order, with the balance due at a later time, such as before releasing the Order from the destination country’s customs. The payment policy terms for your Order will be presented to you at the time of making the Order, and further guidelines may be published periodically in the Vendor’s Terms & Conditions and Customer's Terms & Conditions.

 

6.5.2          Quotes

 

You agree to pay the amounts specified in a Quote for an Order you place with a Vendor, along with any other amounts owed to the Vendor in connection with that Order. Additionally, you agree to furnish any documentation reasonably requested by a Vendor for the purposes of your Order, and you are responsible for ensuring the accuracy and timely submission of such documentation to the Vendor, whether through the Edquip Platform or otherwise. We will make reasonable efforts to ensure that Quotes displayed on the Edquip Platform are all-inclusive. Nevertheless, additional charges may arise in certain circumstances. For instance, if the Vendor's truck waits for extended hours for unloading, or if you lack the necessary forklift for unloading heavy equipment, resulting in a need for a re-attempted delivery with a truck equipped with a forklift on another day, you may incur extra charges beyond what was initially stated in the relevant Quote.

 

6.5.3          Insurance, Customs Brokerage, and Import Duties

 

Unless explicitly indicated by the Vendor, freight insurance and customs brokerage charges are not encompassed within a Quote. Import duties, unless explicitly stated as "Delivery Duty Paid (DDP)" in the Quote, are never included. Value-added tax and/or sales tax (if applicable) are only part of the Quote if explicitly specified in the fee breakdown of an Order.

 

6.5.4          Changes to Payment Policies

 

As part of our ongoing efforts to enhance the Edquip Services, we retain the right to modify our payment policies and practices at any time, for any reason, and without prior notice to you. The current payment policy and practice will always be explicitly communicated at the time of making an Order. Additionally, we may extend credit to certain Customers, allowing them to make payments at a later date. For these arrangements, we reserve the right to impose additional fees ("Processing Fees"). If you choose such services, your payment obligation for Processing Fees is directly to Edquip, and you agree to remit these Processing Fees to Edquip. At our discretion, we may offer various payment options, including the ability to pay in different currencies or through alternative payment mechanisms, such as escrow services, and charge you through different Edquip entities.

 

7.      Selling:

 

7.1          Selling Freight Services

 

7.1.1          Where You Can Sell

 

As a Vendor, you have the option to utilize the Edquip Platform to market and sell your Products & Services to Customers introduced by Edquip. You retain the flexibility to select which, if any, of your Products & Services are actively promoted to Customers through the Edquip Platform.

 

7.1.2          Representations

 

If you are a Vendor using the Edquip Services, you affirm to Edquip and Customers that you possess all required permits, licenses, knowledge, and expertise to offer the Products & Services that you provide. Recognizing the nature of the business and the need for compliance with applicable laws and regulations, Edquip may periodically request you to provide necessary data about your company or specific Orders. You acknowledge and agree that fulfilling such requests is essential for compliance and financial purposes, and continued sales on the site may be contingent upon the receipt of the requested data.

 

7.2          Edquip acts as a facilitator of trade between Customers and Vendors, and in this capacity Edquip provides you with the following services and acts as your collection Agent

 

7.2.1          Edquip will

 

  1. Advertise and promote your Products & Services on the Edquip Platform, subject to the configuration options you choose;

  2. Facilitate Quotation Requests from Customers, facilitate submissions of Quotations (Bid-Responses) by Vendors, facilitate communication and document exchange between you and the Customer; and

  3. Act as your Collection Agent to collect payment from Customers on your behalf (also known as agent for payee). By accepting this Agreement you appoint us as your limited agent just for the purposes of collection. Once we collect payment due, you agree that you have no claims against Customer for such payment. Contract with Customer: If a Customer engages you for provision of Products & Services by accepting a Quote, the Order agreement and any subsequent agreement that you enter into with the Customer will be between you and the Customer only. We don’t act as your insurer, broker, contracting agent or other representative. You acknowledge and agree that you, and not Edquip, are and will be responsible for providing the Products & Services and performing your other obligations under any agreements with Customers, and we are not a party to such agreements and disclaim all liability arising from or related to such agreements. That said, in order to help us collect payment on your behalf, you agree upon our request to hold off releasing cargo to a Customer if the Customer has not fulfilled its payment obligations.

  4. Occasionally we may need your help collecting from a Customer. We may request and you agree that an Order purchased through Edquip not be released so long as the Customer of that Order owes money to any Vendor.

  5. Vendor is fully and solely responsible for determining the correct VAT/tax consequences of the invoice for Products & Services.

 

7.2.2          No Endorsement of Customers

 

Edquip does not endorse any Customers, and while Edquip is not obligated to conduct background checks on Customers, it may do so at its discretion and vet certain Customers from time to time. Your access to and use of Edquip and the Edquip Services is at your own risk. Edquip encourages you to perform your own research and due diligence on any Customer with whom you may engage through an Order, similar to the approach you would take when dealing with a Customer outside of Edquip.

 

7.2.3          No Endorsement of Vendors

 

Edquip does not endorse any Vendors or Products & Services, and the use of the Edquip Services does not imply endorsement by Edquip. Edquip does not necessarily conduct background checks on Vendors but reserves the right to do so at its discretion. Vendors agree to cooperate with Edquip and provide all requested information in the event that Edquip decides to conduct a background check. Selling on the Edquip Platform does not establish an agency, contractor, employment, or affiliated relationship between Vendors and Edquip. Edquip does not supervise, direct, or control the performance of Products or Services by Vendors.

 

7.3          Disputes with Customers

 

Disputes with Customers shall be governed by the relevant provisions in the Standard Operating Procedures (SOP). By using Edquip, you agree that any legal remedy or liability sought for actions or omissions of Customers or other third parties will be limited to a claim against the particular Customer or other third parties who caused harm, and you agree not to attempt to impose liability on Edquip or seek any legal remedy from Edquip with respect to such actions or omissions.

 

7.4          Seller Fees

 

7.4.1          Quote and Applicable Terms

 

You agree that the price that a Customer will pay for your Products and Services is the amount specified in the Quote selected by the Customer. Although the Quotes are generated through Edquip, they are still your Quotes, and you are bound by the Quote selected by the Customer. It is your obligation to ensure the accuracy and currency of all data you provide to us through Edquip, which is used to generate Quotes.

 

7.4.2          Remittance of Funds

 

We will apply a marketing success fee, termed the "Vendor Fee", for each Order placed with you by a Customer. The specifics of Vendor Fees can be found in the Vendor Terms & Conditions. We retain the right to modify the Vendor Fees periodically, with due notice provided to you before implementing any changes. Vendor Fees will be invoiced to you, and we may follow either of the following procedures: (i) deduct the Vendor Fees from the payments received from Customers on your behalf before remitting funds to you, for which you authorize us to make such deduction, or (ii) if we do not make such deduction, you agree to settle the Vendor Fees within fifteen days of receiving an invoice from us.

 

7.4.3          Payment Policies

 

Our goal is to ensure timely and convenient payment to our Vendors. We maintain specific policies and practices regarding the collection of funds from Customers, the timing of payments to Vendors, and the circumstances under which we guarantee payment in case a Customer fails to pay. These policies are elaborated in the Vendor Terms & Conditions. While we retain the right to modify our payment policies and practices at any time and for any reason, we commit to notifying you of any changes through email and/or by posting the information on the Edquip Platform.

 

7.5          Non-Circumvention

 

We have dedicated significant effort and resources to develop Edquip, investing both time and money to facilitate connections between Vendors and Customers. When a specific Customer initiates a Quotation Request with you through Edquip, both the Customer and the Vendor mutually agree that, for a period of at least thirty-six (36) months, the Vendor will refrain from directly targeting or selling Products or Services to Customers introduced through Edquip. Additionally, Customers shall not engage in direct dealings with Vendors introduced through Edquip ("Non-circumvention"). We retain the right to impose Vendors and Platform Fees, suspend or terminate your Account or access to the Edquip Platform, or take any combination of these actions in the event of a breach of this section by you. Non-circumvention does not apply if the same Customer had purchased products or services from the Vendor's organization in the 12 months preceding the Initial Booking, as evidenced by an actual invoice, which should be provided upon request by Edquip.

 

8.      Mutual Non-Disclosure Agreement

 

8.1          Confidential Information

 

"Confidential Information" is defined as: (i) Edquip Materials and Edquip Content; (ii) Customer Content; (iii) any business or technical information disclosed by one party to the other, designated as "confidential" or "proprietary" at the time of disclosure; and (iv) any information that, by its nature or the circumstances of its disclosure, the receiving party is aware of or has reason to know should be treated as confidential or proprietary.

 

8.2          Exclusions

 

Confidential Information excludes information that: (i) is or becomes publicly known without any fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without any restrictions on use or disclosure; (iii) is independently developed by the receiving party without utilizing the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party with the authority to provide such information and who discloses it without any restrictions on use or disclosure. Furthermore, if a company establishes a Business Account and associates Authorized Users’ Accounts with the Business Account as outlined in Section 5.1, Customer & Vendor Content will be accessible to all linked Account holders through the Edquip Platform and Edquip Services, subject to the Edquip Platform settings established by the Business Account holder. Similarly, data may be exchanged among linked Business Accounts of affiliated businesses.

 

8.3          Use and Disclosure Restrictions

 

Each party shall refrain from utilizing any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement. Neither party will disclose such Confidential Information to any third party, except to its employees and subcontractors who genuinely require such Confidential Information for the performance or enforcement of this Agreement. It is a condition that each employee and subcontractor is bound by a written agreement containing use and nondisclosure restrictions in line with the terms outlined in this Section. Both parties will employ all reasonable measures to prevent unauthorized use or disclosure of all Confidential Information received from the other party, including, but not limited to, the measures taken to protect their respective information of similar significance. The obligations stated above will not hinder either party from disclosing such Confidential Information: (i) as required by the order or demand of a court, administrative agency, or other governmental body, provided that the party obligated to make such disclosure provides reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as mandated by applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.

 

8.4          Order Details

 

Kindly be aware that documents used for business purposes, including Quotes, Pro-forma Invoices, Shipping Documents, Final Invoices, and pertinent communications, will be exchanged between the relevant Customers and Vendors as a fundamental aspect of the functionality provided by the Edquip Services.

 

9.      General Use

 

9.1          Acceptable Use

 

You agree not to do any of the following in connection with your use of the Edquip Services:

  1. Post, upload, publish, submit or transmit any Customer Content that: (i) infringes, misappropriates or violates a third party’s Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

  2. Use, display, mirror or frame the Edquip Platform or any individual element within Edquip, Edquip’s name, any Edquip trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement; 

  3. Access, tamper with, or use non-public areas of the Edquip Platform or Edquip computer systems; 

  4. Attempt to probe, scan or test the vulnerability of any Edquip system or network or breach any security or authentication measures; 

  5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Edquip or any of Edquip’s providers or any other third party (including another user) to protect Edquip or Edquip Content; 

  6. Attempt to access or search Edquip, Edquip Content or Customer Content, or download Edquip Content or Customer Content from Edquip through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Edquip or other generally available third-party web browsers; 

  7. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 

  8. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing Edquip;

  9. Collect or store any personally identifiable information from Edquip or regarding other users of the Edquip Services without their express permission; 

  10. Impersonate or misrepresent your affiliation with any person or entity; 

  11. Violate any applicable law or regulation; or

  12. Encourage or enable any other individual to do any of the foregoing.

 

9.2          Our Enforcement Rights

 

While we are not compelled to monitor access or use of Edquip, or to review or edit any Customer Content, we retain the right to do so for the purpose of operating the Edquip Platform. This includes ensuring compliance with this Agreement, meeting applicable legal requirements, or enhancing the user experience. We reserve the right, though not obligated, to remove or disable access to any Customer Content or Account at any time and without notice. This action may be taken if, at our sole discretion, we deem any Customer Content objectionable or in violation of this Agreement. We are entitled to investigate violations of this Agreement or conduct that impacts Edquip. Collaboration with law enforcement authorities to prosecute users who violate the law is within our rights. Additionally, we may engage third parties, including collection agents, to aid in enforcing this Agreement.

 

9.3          Compliance

 

We adhere to all relevant laws and anticipate Edquip Customers and Vendors to do likewise. By agreeing to this contract, you commit to observing all applicable laws, rules, and regulations. This includes, but is not limited to, sanctions, anti-corruption, anti-money laundering, and tax laws in the execution of this Agreement.

 

10.          Digital Millennium Copyright Act (DMCA)

 

Edquip acknowledges and upholds copyright law, and we anticipate our users to adhere to the same standards. Our policy is to terminate the accounts of users, including Account holders, in suitable circumstances when there is a pattern of repeated infringement or a belief that they are regularly violating the rights of copyright holders.

 

11.          Termination

 

  1. Term: This Agreement becomes effective upon your acceptance of its terms and, unless terminated earlier in accordance with the provisions of this Agreement, will remain valid for the duration of our provision of Edquip Services to you.

  2. Termination of Accounts: We reserve the right to terminate your access to the Edquip Platform, including your Business Account or Account, at our sole discretion, providing 90 days' notice. However, in cases where there is suspicion of abuse or a substantial breach of this agreement, we retain the right to terminate your Account at our sole discretion without prior notice, only providing notice if deemed reasonable and feasible. You have the option to cancel your Account at any time by sending an email to us at feedback (at) edquip (dot) co.

  3. Effect of Termination: Upon the expiration or termination of this Agreement, your access to and use of Edquip or Edquip Services will cease, and both parties will promptly return to the other party or destroy all Confidential Information in their possession or control.

  4. Orders that are Still in Process: If you are a Vendor, in the event of the expiration or termination of this Agreement, where a Customer holds a valid unexpired Quote from you and intends to place an Order, or if the performance of Services under an Order made through the Edquip Platform is ongoing, such expiration or termination will not impact the terms of the Quote or Order. Vendors are obligated to fulfill the sales contract in accordance with the agreement between the Vendor and Customer, and Customers are obliged to meet their obligations under such Orders, including payment obligations to us pursuant to Section 7.5(a). See Vendor Terms & Conditions for further information.

  5. Survival: The rights and obligations of the parties contained in the following Sections will survive termination of this Agreement or any Statement of Work: 5.2 (Intellectual Property); 5.3 (Data Maintenance and Backup Procedures); 6.4 (Disputes with Vendors); 7.3 (Disputes with Customers); 7.5 (Non-Circumvention); 8.3(i) (Data Services Disclaimer); 8 (Mutual Non-Disclosure Agreement); 9.2 (Our Enforcement Rights); 11(3) (Effect of Termination); 11(4) (Orders that are Still in Process); 11(5) (Survival); 12 (Warranties); 13 (Indemnity) and 14 (Limitation of Liability).

 

12.          Disclaimer of Warranties

 

THE EDQUIP PLATFORM AND EDQUIP SERVICES ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT USING EDQUIP OR EDQUIP SERVICES WILL RESULT IN HIGHER NUMBERS OF CUSTOMERS OR INCREASED REVENUE FOR YOU OR YOUR BUSINESS. FURTHERMORE, WE MAKE NO WARRANTY THAT THE EDQUIP PLATFORM OR EDQUIP SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

 

13.          Indemnity

 

You agree to indemnify, defend, and hold Edquip and its officers, directors, employees, and agents harmless from any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees. This indemnification obligation arises out of or is in any way connected with (i) your access to or use of Edquip or Edquip Services, (ii) the use of any of your Authorized Users of Edquip or Edquip Services (if applicable), (iii) your Customer Content, or (iv) your violation of this Agreement.

 

14.          Limitation of Liability

 

NEITHER EDQUIP NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE EDQUIP SERVICES OR EDQUIP PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE EDQUIP SERVICES OR EDQUIP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EDQUIP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION WILL APPLY TO YOU TO THE DEGREE ALLOWED BY LAW.

IN NO EVENT WILL EDQUIP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE EDQUIP SERVICES OR EDQUIP PLATFORM EXCEED THE AMOUNTS YOU HAVE PAID TO EDQUIP FOR USE OF THE EDQUIP SERVICES IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR $1,000 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO EDQUIP, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE COMMERCIAL AGREEMENT BETWEEN EDQUIP AND YOU.

 

15.          General

 

  1. Assignment. You may not assign or transfer this Agreement, either by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be considered null and void. We reserve the right to assign or transfer this Agreement without any restrictions or the need for your consent to an affiliated company or to a successor or acquirer, as applicable, in connection with a merger or acquisition, or the sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

  2. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise.

  3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Czech Republic, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be exclusively resolved through binding arbitration in Czech Republic.

  4. Severability. In the event that any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement shall continue in full force and effect, and the affected provision will be interpreted to be enforceable to the maximum extent permitted by law.

  5. Notices: All notices or other communications delivered by us under this Agreement, including those related to changes in this Agreement, will be communicated through: (i) email; or (ii) posting on the Edquip Platform. In the case of notices sent via email, the date of receipt will be considered as the date on which the notice is transmitted. To contact Edquip, notices should be sent to: feedback (at) edquip (dot) co.

  6. Waiver. The failure on our part to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. A waiver of any particular right or provision will only be effective if it is in writing and signed by our duly authorized representative.

  7. Entire Agreement. This Agreement, along with all documents incorporating it (including any purchase orders or Statements of Work) and referenced documents (such as the Standard Operating Procedures (SOP), Customer Terms & Conditions, Vendor Terms & Conditions, Privacy Policy, and Cookie Policy), constitutes the comprehensive and sole agreement between the parties concerning its subject matter, prevailing over all previous understandings and agreements, whether in written or oral form, regarding the same subject matter.

  8. Language. This Agreement may be translated periodically for your convenience, but the English language version of the Agreement remains the legally binding version.

  9. Mandatory Law. Edquip policies will be applicable only to the extent that they do not conflict with the mandatory provisions of international conventions or national laws governing International Trade.

 

 

 

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