Vendor Terms & Conditions
UPDATED: 26/7/2024
Selling technical training products is simple with Edquip.co. We try to make our legal terms and conditions as simple as possible too. Read on to learn how Edquip.co works for Vendors.
The General Terms and Conditions regulate the terms and conditions of the use of the Edquip.co platform under the web address https://edquip.co/ (hereinafter “the Platform”) operated by Edquip Platforms s.r.o., with registered office at Žerotínova 1144/40, Žižkov, 130 00 Praha 3, ID No.: 142 99 691, VAT No.: CZ 14299691, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 362365 (hereinafter referred to as "Edquip.co") by the Vendor.
These Vendor Terms & Conditions are an essential part of the Master Service Agreement. The Master Service Agreement, together with the Standard Operations Procedures, and these Vendor Terms & Conditions define the relationship between Edquip.co and the Vendor.
If not stated otherwise in these Terms and Conditions, all capitalized words shall have the meaning as stated in the Master Service Agreement and/or the Standard Operations Procedure.
Contents
I. Introduction
III. Product Listings
VII. Tenders
VIII. User Management
IX. Vendor Ratings
X. Payment Flow
XI. Vendor Contract with Payment Service Provider (PSP)
XII. Vendor Fee
XIII. Intellectual Property
XIV. Termination & De-platforming
I. Introduction
Vendors can use Edquip.co marketplace to offer technical training products to verified and well-checked institutional and commercial Customers.
Vendors are invited upon request by a Customer to deliver quotations for products in a standard format to enable the Customers better decision making.
Customers intend to receive the best pricing on the market, in a clear cost structure upfront, with guaranteed validity for a defined set of time.
Customers and Vendors can transact safely through a government regulated and integrated payment service provider, which provides Escrow services.
Customers and Vendors transact within the framework of the Edquip.co Standard Operating Procedures, which clearly defines and assigns responsibilities between the Customer, the Vendor, Edquip.co, and other parties.
Vendors register for access to a Vendor Portal, where Edquip.co supports their work with software tools for: catalog management, quotation management, workflow, chat communication, document sharing etc.
II. Vendor contact and listing
Edquip.co is committed to working with hand-picked Vendors, known for their quality products, as well as their attention to customer service.
To maintain objectivity, we screen any potential Vendors the same way to reach a fair evaluation of their suitability to work with Edquip.co. In order to achieve this, the Vendor has to go through a listing process conducted by Edquip.co
Listing process:
- Initial meeting: to assure that the prospective Vendor understands the Edquip.co model and to clarify any related questions. Further, to understand the prospective Vendor's sales and support organization, their sales and distribution model, as well as their product portfolio and its suitability to be sold on Edquip.co.
- Listing application: if a match has been reached during the initial meeting, the prospective Vendor has to fill out a listing application, which will be the ground for a decision on whether the Vendor will be approved and invited to sell their products on Edquip.co.
- Setup instructions: after the approval of the application by Edquip.co, the Vendor will receive credentials for their admin account, (as explained in Section VIII), to set up their Vendor portal, alongside instructions and best practices to get started selling their products on Edquip.co.
After setup, the Vendor will have quarterly follow-ups with their contact point at Edquip.co to support general progress on areas and topics such as product catalogue, sales pipeline, and online reputation.
The Vendor is aware of the Edquip.co expectations on quality in everything we do and understands that Edquip.co can de-platform a Vendor that do not match these quality expectations according to the rules set forth in these Terms and Conditions.
III. Product listing
Edquip.co is committed to building a catalog with a large variety of technical training products, suitable for teaching a wide array of technical and industrial skills.
Vendors can list new products through their Vendor portal, which will be flagged for review and approval at Edquip.co before they are published to the marketplace. All products added by Vendors might not be approved, and Edquip.co can revoke decisions at any time for good cause.
While a large variety of quality products is desirable, too much choice in each product category can have a negative effect on helping Customers to make procurement decisions. We therefore highly recommend that Vendors discuss their suggestions of which products they would like to list before submission.
Vendors are responsible for only listing products and services on which they have full intellectual property rights, alternatively have all appropriate licenses and approvals to use other organization's intellectual property in their products or services.
Unauthorized copies, counterfeit goods, and services that infringe other organization's intellectual property are strictly prohibited on the Edquip.co marketplace.
Vendors are responsible for ensuring that any products listed on Edquip.co are safe to use in a learning and training environment. All products need to have necessary safety and warning labels, and clear safety instructions in their instructional manuals.
The Vendor guarantees, that all his listings are in accordance with these Terms and Conditions, and indemnifies Edquip.co in case of any infringements with these rules.
In the case of a Vendor listing products and/or information that are not in accordance with these Terms and Conditions, Edquip.co reserves the right to de-platform the Vendor according to the rules set forth in these Terms and Conditions, and Edquip.co reserves the right to take any legal action considered appropriate.
IV. Catalog management
It is the sole responsibility of the Vendor to maintain and keep up to date all the information related to their Vendor profile, as well as to their product listings.
This includes but is not limited to product names, codes, descriptions, technical parameters, photos, videos, quality labels, power requirements, dimensions, content languages, review responses etc.
The Vendor ensures, that any update will be realized without reasonable delay. Edquip.co reserves the right to control the listings done by the Vendor on a regular basis and to point out need for updates.
V. Online reputation
Vendors has the duty to actively cooperate with Customers to invite and encourage them to submit product reviews, and to constructively answer each product review in a timely manner, according to Edquip.co review guidelines.
Vendors further have the duty to collect data during the sales process and during the visit to the Customer site, for later submitting a case study at Edquip.co. Such data can be notes, texts, quotes, photos, videos etc. which will support a good case study, to display the solution implemented for the Customer on Edquip.co.
VI. Pipeline Management
Since the Edquip.co platform is based on notifications via email, it is the sole responsibility of the Vendor to whitelist noreply@edquip.co with their email clients, to make sure that all notifications arrive.
The Vendor agrees to follow the Milestones as a workflow for all received quotation requests, as described in the Standard Operating Procedures.
The Vendor agrees to follow the Pricing Rules, including a price match if Customers finds Vendors products cheaper elsewhere, as described in the Standard Operating Procedures.
The Vendor agrees to keep communication with the Customer through the chat function of the Edquip.co marketplace, as described in the Standard Operating Procedures.
The Vendor will not circumvent Edquip.co and pursue the closure of any deals outside of the Edquip.co marketplace, as described in the Standard Operating Procedures. In case of a breach of this rule, Edquip.co reserve the right to de-platform the Vendor according to the rules set forth in these Terms and Conditions
The Vendor agrees, if not agreed otherwise in writing, always to enter into a sales contract directly with the Customer, while Edquip.co only works as communications support and as a payment administrator and is not part to such contract.
The Vendor agrees to accept Edquip.co as a Dispute Policy Manager if a dispute arises between the Vendor and the Customer as described in the Standard Operating Procedures.
The Vendor agrees to accept that Edquip.co can read and monitor the Chat communication between the Customer and Vendor, for quality assurances, support reasons and to ensure all rights duties of the parties involved according to the Standard Operations Procedure.
The Vendor agrees that as long as they will use Edquip.co services, they will accept any and all notifications and reminders which are automatically sent out by Edquip.co and related to any quotation requests generated for the Vendors products and services marketed on the Platform.
VII. Tenders
Sometimes the Customer initially requests Online Quotations or Manual Quotations from Edquip.co as a preparation for funding applications, grant applications or competitive bids. The Customer might later choose to issue their own tendering process.
In such cases the Vendor can decide whether to bid directly, or through one or more of its geographically distributed agents. Such cases shall be deemed to have been initiated through the Edquip.co portal when regarding the Vendor fee.
VIII. User Management
The Vendor can assign different rights to different users under his Vendor account, such as, but not limited, to the below:
- Catalog (for anyone managing product listings)
- Reputation (for anyone submitting case studies, inviting reviewers, managing comments on product reviews)
- Vendor (for anyone those who manage Vendor Profile, User Rights, KYB declaration etc.)
- Pipeline (for anyone answering quotation requests and communicating with the Customer)
Should the Vendor invite users that are not part of the Vendor organization, (such as agents or distributors), then the Vendor agrees to be responsible for the quality and liability of any and all communication between the Agent and the Customer, including any disputes that could arise. The Vendor is further responsible for paying any Vendor fees to Edquip.co in the case of circumvention by the Agent. The Vendor takes the sole responsibility for any user he granted access to his Vendor account under this clause, to act within the rules established by these Terms and Conditions, the Master Services Agreement, and the Standard Operations Procedure.
IX. Vendors rating
Edquip.co recognizes that some Vendors work hard to be a good partner with Edquip.co and therefore decides to reward these Vendors with a badge displaying “SuperVendor” on the Vendor profile, as well as on relevant Product listings, and the comparison page.
Edquip.co will measure various metrics in the marketplace to analyze activities, identify problems, and improve the user experience for all users. These metrics might include, but are not limited to the below:
- Average time to respond to Quotation Requests
- Average time to answer Chat messages with Customers
- On time product delivery, as measured against the expected lead time
- Submission of Case Studies, on the number of sales done
- Number of Customer reviews on listed products
- Number of Vendor answers to such Customer reviews
- Average product ratings
- Any disputes arising between Customers & Vendors
- Product listing quality
- All data fields filled?
- Number of pictures
- Number of videos
- Number of Case Studies
- Number of Reviews
- Average rating
To be awarded a SuperVendor badge, any Vendor needs to follow the below:
- Average time to submit a quotations to Customer: within 48 hours of notification receipt
- Average time to answer a chat message: within 48 hours of message receipt
- Creation and submission of case studies for 75% of sales through Edquip.co
- Actively works to get Customer reviews on the products listed on Edquip.co website
- Constructively answers to a minimum of 75% of all product reviews received
- An average rating for Vendor listed products to be above 3.75
- Collaboration text on Vendor website, explaining why the Vendor has chosen to work with Edquip.co, including a follow bank-link to their Vendor profile on Edquip.co.
A Vendor that initially receives a SuperVendor badge, and thereafter falls below the necessary thresholds will get a notification from Edquip.co on what needs to be improved to keep the SuperVendor badge, and a 30-day period to make such changes. Alternatively, lose the badge.
X. Payment flow
As explained in the Standard Operating Procedure, there are two ways to coordinate a Quotation Request, Online or Manually. Below how they both impact the payment flow.
Online Quotation Request
Vendors agree that the quotations they submit are downloadable in an Edquip.co standardized format, stating the Vendor as the party selling the products, and Edquip.co as the payment administrator.
Vendors agree that the designated payment service provider (PSP) receives the payment from the Customer on the Vendors behalf, for the products and services offered through the marketplace. Payment details are listed on the downloadable pro-forma invoices.
All payments to the Vendor are administered by Edquip.co and will be released by Edquip.co upon achievement of certain Milestones as are described in the Standard Operating Procedure.
Edquip.co only guarantees payment to Vendors if the payment is made by the Customer through the indicated payment service provider.
Manual Quotation Request
Vendors issue their own payment documents (quotations / pro-forma invoices or similar) which Edquip.co forwards to the Customer.
XI. Vendor contract with PSP
Edquip.co has designated a Payment Service Provider (PSP) which facilitates any transactions through the Platform, as further described in the Standard Operating Procedures (SOP), section VI.
Vendor is bound by a contractual relationship with the PSP, which is holding funds on their behalf, as further described by the PSPs Terms & Conditions: https://mangopay.com/terms-and-conditions/payment-services
Vendor acknowledges that to be able to sell their products on the Edquip.co platform, they will also have to pass and be approved through the Know Your Business (KYB) process with the PSP.
The Vendor acknowledges, that by the payment of the Total Costs agreed by the Customer to the PSP, Customer´s payment duties are fulfilled.
The use of the PSP provides security to the Customer, for which an escrow fee will be charged, and paid by the Customer to Edquip.co, through the Vendor.
XII. Vendor fee
There are no fixed costs for Vendors to sell through Edquip.co, all fees are success related and charged as a percentage of any business which has been initiated through Edquip.co
The Vendor fees are applicable on both Online and Manual Quotation Requests.
The Vendor fees are applicable for both Direct Purchases or any Tenders which were initially researched and quoted through Edquip.co, and later published elsewhere.
If there is a difference between the initial quotation (in products or services finally chosen by the Customer, or their price), and the final price which is paid by the Customer, the Vendor fees will be applied on the actual transaction, not the initial quotation.
Edquip.co will deduct the Vendor fees, from the amount payable to Vendor during each pay out bank transfer, and send an invoice for the fees accordingly.
In case that the payment will be realized directly from the Customer to the Vendor, Edquip.co raises an invoice for the Vendor fees which are payable within 15 days.
The Vendor fees are indicated under the tab "Vendor Fees" in the Vendor Portal.
XIII. Intellectual property
Any intellectual property disclosed by the Vendor on the Marketplace shall remain the exclusive property of the Vendor. The Vendor grants Edquip.co a timely unlimited, non-exclusive, non-transferable, and non-sublicensable license to use this intellectual property for the purpose of the marketplace, especially regarding training and improvement of Edquip.co customer service, both manually and automatically.
Granted license to Vendor data includes the usage of any automated and intelligent manners with the purpose of increasing customer service and sales through the Edquip.co platform, including such as training AI agents (e.g. Chatbots) to perform customer success, technical support, and sales.
Any intellectual property arising from the operations of the marketplace, such as aggregated and anonymous data from various Vendors, identified patterns, industry statistics etc. is the sole and exclusive property of Edquip.co.
XIV. Termination and De-platforming
Sometimes an envisioned agreement does not work as expected for either one or both of the parties, so they might want to discontinue their existing collaboration.
Any party can terminate the Service agreement with a termination period of 3 months, starting with the delivery of the written declaration of termination to the other party.
In case of the Vendor being in breach of these Terms and Conditions, Edquip.co reserves the right to terminate, in cases described in these Terms and Conditions, the contract with the Vendor with immediate effect. During the termination period (or after the Termination in case of terminating with immediate effect), the parties shall coordinate an online meeting to settle open issues based of the Service Agreement.
The settlement will be done on the following subjects:
- Settlement of open/ongoing transactions: For the purpose of open/ongoing transactions, the Vendors account will be left open and will be used by the parties to finish such transactions in good faith.
- Balancing and settlement of current accounts, considering:
- Any outstanding payments to Vendor, not yet paid by Edquip.co
- Any outstanding Vendor fees not yet deducted by Edquip.co
- Any outstanding Vendor fees not yet paid to Edquip.co (from deals initiated on Edquip Platform, but not paid through the PSP)
- After the settlement of account, the parties agree on a 24-month non-circumvention period for each quotation submitted through Edquip.co. During this period, the following is agreed:
- If any quotations materialize after the Termination of the collaboration between Edquip.co and the Vendor, but within the 24 months, then such sales are to be regarded as closed through Edquip.co regarding the Vendor fee, and the relevant payments shall be handled as explained above in section X Payment Flow, when regarding Online quotations or Manual quotations.
- If any quotations materialize after the termination of the collaboration between Edquip.co and the Vendor, after the 24 months, then such sales will not be regarded as closed through Edquip.co when regarding the Vendor fee.
Following the balancing and settlement of current accounts, as well as the establishment of the start of the 24-month non-circumvention period, the following will happen:
- All Vendor products will be unpublished from the public parts of the Edquip.co marketplace, so that no new quotation requests for these products can be submitted by new Customers.
- Any Quotation Requests that have already materialized into an Order (Milestone 5 or larger), which has not yet been closed, will be finalized through the Edquip.co marketplace.
- All Vendor products will still stay published inside of respective Customer portal, and Vendor portal, until 15 days after the expiry date of the last valid quotation, when they will be unpublished, with exception for any products related to open Orders.
- If any Quotation Requests materialize into an Order (Milestone 5 or larger) before the products are unpublished as per point 3 above, then this Order will be finalized through the Edquip.co marketplace.
- After this, all Vendor products will be unpublished from inside the Customer and Vendor portal. Further, the Vendor profile will be unpublished, and the Vendor portal credentials blocked.
Should the Vendor and Edquip.co decide to resume cooperation in the future, a new Vendor listing process will be initiated as explained in section I “Vendor listing” of this document.