ProTenders Terms of Service

Effective Date: 6/2/2011

Preamble

This Website is owned by NuServ Limited, a British Virgin Islands company. It has granted exclusive license to its affiliate NuServ Online Tender Services LLC, a company duly established and licensed in Abu Dhabi, UAE, with registered address at P.O.Box: 113624, Abu Dhabi, UAE, to manage, operate and commercialize the Website in the UAE.

The aim of the Website is to facilitate the tender listing and bidding process in the UAE by providing a platform through which the sharing of information and documents by parties involved in a Tender may be facilitated.

The use of this Website is offered to you by NuServ OTS conditioned upon your acceptance without variation of all the terms, conditions and notices set out in this Agreement.

Kindly read this Agreement carefully. In part consideration for accessing/using this Website in any way whatsoever, you agree to be bound by all the terms and conditions of this Agreement. In the event you do not accept all of the terms and conditions in this Agreement please do not use this Website.

We, NuServ OTS, reserve the right to at our sole discretion at any time and without prior notice update, modify, change or otherwise vary the terms and conditions of this Agreement and your continued access and/or use of this Website means your acceptance of the updated or modified version of this Agreement. Please ensure that you return to this page periodically in order to review the most current version of this Agreement.

Now therefore, based on the above, NuServ OTS and you mutually agree as follows:

Interpretations

A. In this Agreement, the following words and expressions have the following meanings, unless they are inconsistent with the context;

  • Personal Information: means the personal information provided by you for the creation of your protenders.com account and subaccounts, such as but not limited to your name, trade license copy and information, passport copy, power of attorney, address, contact numbers and details, billing information and account and subaccount names/authorized users, as applicable;
  • Party/Parties: means NuServ OTS and/or yourself, as required by the context;
  • Material: means any records, data, information, document, questions, comments, suggestions, ideas, or similar content or other material that may be from time to time submitted to us or displayed on the Website;
  • NuServ Ltd: means NuServ Limited;
  • NuServ OTS: means NuServ Online Tender Services LLC;
  • NuServ Group: means NuServ Ltd, NuServ OTS and any other NuServ Ltd subsidiaries and affiliates;
  • Tender: means a notice or other publication of requirements for specified goods or services listed on and managed through/on this Website and issued by a prospective purchaser of such goods or services in order to receive quotes/bids/offers from third party users of this Website;
  • Services: means the provision by this Website of access to:
    • Website content areas where users may initiate/generate Tenders;
    • Website content areas where users may passively or actively participate in Tenders, whether by submitting user-generated Material relating to such Tenders or by viewing/downloading/analyzing such user-generated Material, or otherwise;
    • Website content areas and Tender-specific or Tender-related forums or message boards where users may discuss with, ask questions from, or obtain answers from other users;
    • General information on Tenders including Website-compiled statistics; and
    • other services from time to time;
  • Website : means the protenders.com website;

B. The terms "you", "your", "yourself", "customer", "Customer, "user" and "User" refer to you, the person accessing and/or using this Website, whether natural or legal (as appropriate);

C. The terms "we", "us" and "our" refer to NuServ OTS;

D. Any reference to the Parties includes, where appropriate, their representatives as well;

E. Except where the context otherwise requires, words denoting the singular include the plural and vice versa; and

F. Article headings in this Agreement are inserted for convenience only and do not affect the construction of any provisions.

Operative Provisions

1. The Preamble

The above Preamble and Interpretations shall at all times form integral parts of this Agreement.

2. Services Provided

2.1. You understand and recognise that this Website is intended to facilitate the Tender process by providing users with Website content areas where they may interact freely with other users.

2.2. The Services are offered to you subject to your acceptance without variation of all terms and conditions of this Agreement.

2.3. Please note that:

2.3.1. a protenders.com account shall be required for access to most Services provided by this Website;

2.3.2. lack of a protenders.com account will only entitle you to very limited access to this Website and to the Services on provided by it;

2.3.3. NuServ OTS reserves the right to at its discretion accept or reject any application for a protenders.com account;

2.3.4. access to specific Services or Material may require additional fees over and above the annual subscription fees payable by you to NuServ OTS for your protenders.com account and/or any subaccounts; and

2.3.5. special conditions may apply for access to specific Services or Material, particularly as regards to third-party software and/or Material.

3. Use of the Website

3.1. You recognize that certain Personal Information shall be required from you in order to create a protenders.com account.

3.2. You recognize that submission of an application for the creation of a protenders.com account, provision of requested Personal Information and payment to us of the requested subscription fees shall not automatically entitle you to a protenders.com account or to access to any Services provided by this Website. We reserve the right to accept or reject applications for the creation of a protenders.com account. In the event your application is not accepted by us, any subscription fees paid to us shall be refunded in full.

3.3. You must notify us immediately and as soon as possible of any non-authorized use of your protenders.com account. Should we have reason to believe that the security of your protenders.com account password may be threatened or otherwise compromised, we reserve the right to at our sole discretion block access to your protenders.com account and notify you of such blockage or to take any other action we deem appropriate in this regard.

3.4. We shall notify you of any changes we may from time to time make to the terms and conditions of this Agreement.

3.5. In the event you are not: (a) satisfied with the Services provided by this Website; (b) in agreement with any of the terms and conditions of this Agreement as they may from time to time be modified; or (c) in agreement with any of our policies or practices; then you recognize that your only remedy shall be to cancel your protenders.com account and/or refrain from accessing this Website.

You represent and warrant that:

4.1. you have the legal capacity and possess the legal authority required to create a binding and enforceable obligation;

4.2. all information supplied by you on this Website is true, accurate, current and complete;

4.3. you will only use this Website for yourself or for another person (whether legal or moral) on whose behalf you are duly authorized to act;

4.4. you will only and at all times use this Website in good faith and for legitimate business purposes including: (a) acquiring information on Tenders displayed on this Website; (b) listing a Tender and advertising or inviting third parties to bid on such Tender, (c) providing Tender-related Material; (d) otherwise participating as a concerned party in a Tender; and/or (e) otherwise availing of the Services provided by this Website; and

4.5. if you have a protenders.com account, you will at all times ensure the safeguarding of your account information and you recognize that you will be completely and solely responsible for any use of your account by anyone other than yourself; and

4.6. you recognize NuServ OTS’s retained right to, without incurring any liability at any time and for any reason including but not limited to violation of any terms of this Agreement, revoke accounts and/or otherwise deny access to this Website, the services offered by this Website or any portion thereof.

5. General Terms Governing Use of the Website

You agree and undertake not to:

5.1. take any action that imposes or may impose, at our discretion, an unreasonable or disproportionately large load on our systems and infrastructure or that may adversely affect our network or other customers;

5.2. initiate any speculative, false or fraudulent Tenders, participate in any Tenders in any speculative, false or fraudulent manner or submit any speculative, false or fraudulent Material, or otherwise misuse or abuse of any Services provided on this Website;

5.3. interfere in another user’s Tenders and transactions on this Website;

5.4. bid on or award a Tender outside of this Website or otherwise take any action that may circumvent this Website or the payment of any fees to NuServ OTS;

5.5. contact a user to warn them away from another user. Should you have a problem with a Tender, please use the appropriate procedure as set out in Article 6.4 below;

5.6. access, monitor, duplicate, copy any Material, or add any features or services on this Website using any spider, robot, scraper, or similar data gathering and/or extraction tools, scripts or applications, or use/apply any other automated or manual means or process for any purpose whatsoever without our express written permission;

5.7. violate any restrictions on this Website or bypass or circumvent any measures employed to limit, prevent or otherwise restrict access to all or any part of this Website;

5.8. interfere or attempt to interfere with the proper working of this Website, activities conducted therein or our systems and infrastructure;

5.9. decompile, reverse engineer, modify or disassemble any of the software in or associated with the Website, our systems and infrastructure;

5.10. "deep-link" to any part of this Website for any purpose without our express written permission;

5.11. "framing", "mirroring", using any framing or mirroring techniques, or otherwise incorporating any part of this Website into any other web site without our express written permission; and

For the purposes of this Article: (a) "deep-link" means a hyperlink on the Internet that points to a specific page or image on another website, instead of that website's main or home page; (b) "framing" means the organising of a website into frames where each frame displays a different HTML document; and (c) "mirroring" means the copying of another Internet site.

6. General Tender and Service Rules and Conditions

6.1. You agree and undertake that you shall at all times comply with best practices in governance with regards to any Tender and the parties involved in such Tender or when otherwise dealing with third party users.

6.2. You agree to fully abide by the terms of any Tender or other Services you elect to participate in on this Website, including but not limited to submitting any required Material as and when due and complying with any confidentiality obligations.

6.3. You understand and recognise that any violation of such Tender terms, those of other Services or of the terms and conditions of this Agreement may result, without any liability on us, in: (a) cancellation of your listing or participation in the applicable Tender or other Service; (b) limitation, suspension, revocation or cancellation of your protenders.com account; (c) your forfeiting any monies paid for such listing or participation or towards subscription to your protenders.com account; (d) your incurring liabilities towards us for any costs we incur as a result of such violation; and/or (e) your incurring liabilities towards third parties.

6.4. Should you wish to report a violation of any Tender terms, those of other Services or of the terms and conditions of this Agreement please click on the "Contact Us" link on the Website and follow the appropriate instructions. Please ensure that you report a matter once only, as multiple reports referencing the same matter may significantly slow down an investigation.

7. Specific Terms for Bidders

A bidding user may not Bid on a Tender:

7.1. with no serious intention of creating a binding agreement and providing the goods and/or services set out in the Tender;

7.2. when they do not meet any of the terms of the Tender;

7.3. with the intention of disrupting a Tender; or

7.4. were they are in any way affiliated with the Tender-listing user or to any user who has submitted any Material in regards to such Tender without disclosing…

8. Specific Terms for Tenderers

A Tender-listing or Tender-generating user may not:

8.1. list a Tender with no serious intention of creating a binding agreement and which is not an offer for provision by a bidding user of goods and/or services;

8.2. take any action that may misrepresent their Tender, including but not limited to: (a) using names or other words; (b) creating a title; or (c) setting out terms; that are inappropriate for the Tender in question; or

8.3. bid on their own Tender, or have a third party user affiliated in any way…

9. Proprietary Information

The Material on this Website, as well as the software, systems and infrastructure used to provide such Material is proprietary to us or to the relevant user(s) who has/have submitted such Material. While you may be authorized to make limited copies of certain Material, you agree and warrant that you shall not modify, or otherwise copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any Material, software or services obtained through or from this Website without the express prior written approval of the owner/owners of such Material, software or services.

10. Information Provided by You

10.1. By submitting Material to us or this Website you grant us a royalty-free, perpetual, nonexclusive, transferable, sub-licensable and irrevocable right to use, reproduce, edit, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Material anywhere and in any form of media, and to use your name in connection with such Material.

10.2. You acknowledge and agree that:

10.2.1. all Material other than your Personal Information which submitted to us or this Website for any purpose other than that for a Tender is non-confidential and non-proprietary;

10.2.2. we may provide attribution of such submitted content at our discretion; and

10.2.3. we take and assume no responsibility or liability whatsoever for any Material whatsoever submitted by you to us or this Website, including but not limited to your Personal Information.

10.3. You acknowledge and agree that we have no obligation to post or otherwise display any Material submitted by you and we reserve the right to at our absolute discretion determine which submissions are posted, displayed or otherwise published on our Website. Furthermore, you acknowledge and agree that we may at any time exercise any of our rights (e.g.: to use, publish or remove or delete from the Website) on any of your submissions without prior notice to you. Should you not agree to these terms and conditions, kindly refrain from submitting any Material.

10.4. You grant us the right to take legal and any other action which we in our sole discretion deem appropriate against any person that violates your or our rights in your submissions by a breach of this Agreement.

10.5. You understand, acknowledge and agree that you:

10.5.1. are fully responsible for the content of any Material submitted and posted by you;

10.5.2. are fully responsible for submitting and/or updating any Material as and when due or required for any Tender or other Services you elect to participate in;

10.5.3. shall not transmit or post to us or this Website any material or content: (a) of a threatening, libelous, slanderous, harassing, defamatory, obscene, pornographic nature; (b) of an unsolicited or unauthorized commercial nature such as but not limited to advertising, marketing of any good or service or solicitation of funds; (c) that misappropriates, violates or otherwise infringes any intellectual property or other proprietary right of any third party, such as but not limited to, copyright, trademark, patent or design rights; (d) that would violate any public or private rights; or (e) which does or would violate any applicable law; and

10.5.4. shall be solely liable for any liabilities, damages, claims or any other actions resulting from the above restrictions or from your posting any Material on this Website.

11. Account Subscription and Fees

11.1. Your protenders.com account subscription shall be annual and shall be automatically renewable on the same terms and conditions and for similar periods, unless either party provides notice to the other of their intention not to renew at least 30 business days prior to any renewal date.

11.2. You acknowledge and agree that:

11.2.1. annual subscription and other fees charged by NuServ OTS are to compensate us for the services provided by this Website;

11.2.2. any fees quoted by NuServ OTS for your subscription to this Website must be paid in full in advance and are non-refundable;

11.2.3. your protenders.com account subscription may entitle you to create subaccounts for specific users with varying permissions/Website access levels. Additional fees may be charged by NuServ OTS for such subaccounts;

11.2.4. in the event you participate in a Tender on the Website, NuServ OTS may pre-negotiate fees for Tender and Tender-related Material with the concerned third parties on your behalf and any fees quoted for your participation in such Tenders and/or for access to Tender-related Material are a combination of the pre-negotiated fees described above and the facilitation fee retained by NuServ OTS to compensate us for our services; and

11.2.5. NuServ OTS reserves the right to from time to time modify or vary any fees charged by it, whether for your protenders.com account subscription, for any subaccounts, towards your participation in a Tender or otherwise for any specific Service provided by this Website. We shall notify you in advance at the email address you provided us as part of your Personal Information in the event of any variation of subscription fees for your protenders.com account and subaccounts, if any.

12. Disclaimers

You understand, recognize and agree that:

12.1. the members of the NuServ Group may discontinue any Services provided on this Website or otherwise make improvements and/or changes on this Website at any time;

12.2. the Material, software and Services published on this Website may include inaccuracies or errors, including pricing errors. In particular, the members of the NuServ Group do not guarantee the accuracy of, and disclaim all liability for, any errors or other inaccuracies relating to the information and description of any Material or Services displayed on this Website (including, without limitation, pricing, general descriptions of any Services, the contents of any Material, etc.). In addition, NuServ OTS expressly reserves the right to correct any pricing errors on our Website and/or on pending subscriptions or participations to Services made under an incorrect price. In such event, we will offer you the opportunity to keep your pending subscription or participation at the correct price or, at your option, we will cancel your subscription or participation;

12.3. the members of the NuServ Group have no duty or obligation to pre-screen submitted Material or other content, but we have the right to refuse to post or to edit such submissions. We expressly reserve the right to remove such submitted Material or other content at any time and for any reason, however neither we nor the other members of the NuServ Group shall in any way be responsible or otherwise liable for any failure or delay to remove such Material or other content;

12.4. the members of the NuServ Group make no guarantees about the availability or continued of specific Services or Material on this Website. You shall be solely responsible for the maintenance of all records, information, data, correspondence and other Material necessary for the reconstruction of your files or otherwise for the conduct of your business;

12.5. the members of the NuServ Group make no representations about the suitability of any Material, software or Services contained on this Website for any purpose, and the inclusion or offering of any Tender or Services on this Website does not constitute any endorsement or recommendation of such Services by the members of the NuServ Group. Never assumethat third parties are who they say they are, do what they say they do, know what they say they know, or are affiliated with whom they say they are affiliated with in any Tender, Tender message board or any other user-generated content area. Information thus obtained may not be reliable, and it is not a good idea to make any business decisions based solely or largely on information you are unable to confirm. All Material, software or Services are provided "as is", "with all faults" and "as available" without warranty of any kind, including but not limited to all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. Any reliance by you on any such Material, software or Services contained on this Website shall be at your sole risk;

12.6. NuServ OTS takes all reasonable measures to ensure that this Website and its contents are secure, however the members of the NuServ Group make no guarantee that any Personal Information, Material, Tenders, communications or any transactions conducted online will be absolutely secure;

12.7. the members of the NuServ Group disclaim all warranties and conditions that this Website, its servers or any email sent from the members of the NuServ Group are free of viruses or other harmful components;

12.8. the third parties providing Material on this Website are independent from and not agents or employees of the members of the NuServ Group and the members of the NuServ Group are not liable for the acts, errors, omissions, representations, warranties, breaches of any obligations or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom;

12.9. a Tender may be intended to create binding obligations on participants in the Tender; that generally any offer made on this Website by a user that is followed by acceptance from another user shall create a binding contract between the users concerned; that in listing or bidding on a Tender and otherwise while using this Website you may create binding obligations towards other users and/or otherwise enter into binding contracts with other users; and the members of the NuServ Group shall in no way be construed to be a party to any contract or other arrangement you may have or make with any user of this Website;

12.10. the members of the NuServ Group have no liability and will make no refund in the event of any delay, cancellation, strike, acts of war, acts of terrorism, acts of God, force majeure or other causes beyond their direct control, and they have no responsibility for any additional expense resulting from, omissions, delays of or due to, or any acts of any government body or authority;

12.11. in no event shall the members of the NuServ Group be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of, or in any way connected with, your access to, display of or use of this Website or with the delay or inability to access, display or use this Website (including, but not limited to, your reliance upon opinions appearing on this web site; any computer viruses, information, software, linked sites, and services obtained through this Website; or otherwise arising out of the access to, display of or use of this Website) whether based on a theory of negligence, contract, tort, strict liability, or otherwise, and even if the members of the NuServ Group have been advised by you of the possibility of such damages;

12.12. you hereby irrevocably waive and release each member of the NuServ Group from any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature (including but not limited to, legal and accounting costs) that you may at any time have and arising out of or in any way relating to the limitations ofliability in this Article 12;

12.13. if, despite the limitations of liability and waiver and release above, any of the members of the NuServ Group are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then their liabilities will in no event exceed: (a) the fees paid by you for your subscription to this Website; and (b) the portion of the fees paid by you towards your participation in Tenders and/or for access to Tender-related Material and amounting to any facilitation fees retained by NuServ OTS; and

12.14. the limitations of liability and waiver and release in this Article 12 reflect the allocation of risk between the Parties. The limitations and waiver and release specified in this Article 12 will survive and apply even if any limited remedy set out in these terms is found to have failed of its essential purpose. The limitations of liability and waiver and release provided in these terms inure to the benefit of the members of the NuServ Group.

13. Indemnity

You agree to defend, indemnify and keep indemnified and hold harmless each member of the NuServ Group and any of their officers, directors, employees, representatives and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature (including but not limited to, legal and accounting costs) raised or threatened by third parties as a result of: (a) your breach of this Agreement; (b) your use of this Website; or (c) your violation of any applicable law or the rights of a third party.

14. Copyright and Trademark Notice

All contents of this Website are copyrighted 2008-2011, NuServ Limited. "NuServ", "ProTenders" and "protenders.com" are trademarks of NuServ Limited. All copyright and trademark rights are reserved. If you know of an infringement of the above copyright or trademark rights, please let us know by emailing us at info@protenders.com. Please note that we shall only address mail regarding copyright and trademark infringement at this email address.

15. Privacy

15.1. It is our policy to respect the privacy of all users of this Website.

15.2. No information will be collected on your visits to this Website except to gather information about the Website collectively and to compile anonymous, aggregated statistics for the purposes of market research and in order to allow us to understand how users use the Website and to help us improve its structure or the services it provides. You cannot be personally identified in this way. Examples of information that may be collected and complied include which areas of the Website, types of Services, or Materials are accessed most frequently, the number of user/visitors to the Website or of any Services, etc…

15.3. We will not disclose your Personal Information to any third party unless: (a) you authorize us to do so; (b) in our sole discretion it is required to ensure the smooth operation of any Tender or other Service on this Website; (c) in our sole discretion we must do so in order to or to resolve technical problems on this Website; or (d) required to do so by law; (e) in the good-faith belief that such action is necessary to comply with the law or with legal process served on us, protect and defend our rights or property, or, in an emergency, to protect the safety of our users or the public.

15.4. Please note that we may from time to time ask for information from you for market research purposes. The supply of such information is voluntary and you shall be under no obligation to supply such information.

16. Cookies

16.1. When you visit the Website we may send you a cookie. A cookie is a text-only string of information that a website transfers to the cookie file of the browser on your computer's hard disk so that the website can remember who you are. A cookie will generally contain the name of the domain from which the cookie has come, the "lifetime" of the cookie, and a value, which is usually a randomly generated unique number. Cookies may be used as detailed in Article 15.3 above or to help us recognize you as a unique visitor (in the form of a number) when you return to the Website. Two types of cookies may be used on the Website: (a) session cookies, which are temporary cookies that remain in the cookie file of your browser until you leave the Website; and (b) persistent cookies, which remain in the cookie file of your browser for longer (how longdepends on the "lifetime" of the specific cookie).

16.2. You have the ability to accept or decline cookies by modifying the settings in your browser. However, please note that you may not be able to use all the features of the Website if cookies are disabled.

17. Relationship between the Parties

You agree that no joint venture, partnership, agency, sponsorship or employment relationship exists or is created between you and any of the members of the NuServ Group as a result of this Agreement or use of this Website and that the only relationship that exists is one of provision of services between you and NuServ OTS, with the latter as service provider.

18. Governing Law

18.1. This Agreement shall be governed by the laws of the UAE.

18.2. The Courts of Abu Dhabi shall be exclusively competent to hear and settle any dispute that arises between the Parties out of or in connection with this Agreement and that is not resolved amicably by the Parties. Please note that you are hereby waiving any: (a) claims that you may otherwise have against us based on the laws of any other jurisdiction; and (b) arbitration proceedings, whether local or international.

18.3. Article 18.2 above shall not affect or limit the right of any member of the NuServ Group to take any legal action they deem appropriate in any other jurisdiction, nor shall the taking of legal action in any jurisdiction preclude the members of the NuServ Group from taking any legal action they deem appropriate in any other jurisdiction whether concurrently or otherwise.

19. Severability

If any provision of this Agreement is found invalid or illegal, the remainder of this Agreement shall continue to be binding on the Parties and shall be construed as if the invalid or illegal provision had been deleted from this Agreement. The Parties shall use all reasonable efforts to agree any substitute provisions for the invalid or illegal provision having, as close as practicable, the same commercial effect.

20. Entire Agreement

This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and concurrent oral statements and prior agreements in writing with respect thereto. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

21. Language

The Parties hereto recognise and acknowledge that this Agreement has been prepared in English. In the event it is translated into Arabic and there arising any ambiguity or doubt as regards interpretation of a particular clause in Arabic or in case of conflict between the Arabic and the English, the English version shall be consulted for clarification.

22. Reservation of Rights

Any rights not expressly granted to the user in this Agreement are reserved.