1 INTRODUCTION

1.1 eTrade Procurement Ltd. (“eTrade Procurement“) provides a B2B negotiation eTrade web app (“the eTrade web app”) and operates services at an HTML compatible web site at www.etradeprocurement.co.nz ("the Website",), which allows secure business-to-business communications between Vendors ("Vendors") and Buyers ("Buyers") (generically, "Users" or a "User").

1.2 Buyers send out requests for participation, through the secure platform, and Vendors can access the platform and participate in an Online Auction ("Auction") by submitting Bids ("Bids"). The Auction will take the form of a reverse auction where the Buyer is looking for the supply of goods and services from Vendors.

1.3 The eTrade Procurement platform is to be used as a negotiation tool to find the market price of the specified good or service. The subsequent activities and placement of contracts or supply of goods or services and payment collection is solely the responsibility of the Buyer.

1.4 To access eTrade Procurement services, users must first register with eTrade Procurement through the website or eTrade web app. Users will be granted a licence, which may only be used by the user who registered it.

1.5 By registering with eTrade Procurement, the Buyer and Vendor agree to be bound by the following Terms and conditions of service ("Terms"). Any employees that provide information to eTrade Procurement under these Terms must have the authority to represent the Buyer or Vendor. If you do not accept these terms and conditions, you must refrain from using eTrade Procurement’s services.

2 NATURE OF THE SERVICE

2.1 The Users are required to register as a member by completing the online form on the Website or eTrade web app and are required to download the eTrade web app if the user wishes to create or participate in an Auction. The User agrees to ensure that their registration details are correct and to update any details when necessary.

2.2 Registered Buyers will be charged for use of the auction tool to run an auction as per the agreed pricing contract. Vendors will not be charged for either registration or to participate in an auction.

2.2.1 The Users are solely responsible for keeping their personal username and password secure and confidential. The Licence shall be tied to a specific user via their e-mail address, log-in and contact details. It is strictly forbidden for log-in details to be shared within and / or external to an organisation as this could represent a serious breach of security and might lead to significant risks to all parties.

2.3 At the Auction, the Vendors will submit Bids on the basis of the terms of the Auction given by the Buyer. The Buyer is responsible for the criteria set out in the request for Bids for the purchase of an item or service. By bidding to supply an item or service the Vendor agrees that it meets the criteria as set out in the request by the Buyer. Such Bids constitute a legally binding offer by the Vendor capable of acceptance by the Buyer.

2.4 The Vendor will not be able to withdraw a Bid [unless expressly allowed to by the Buyer]. Any attempt to do so may constitute a breach of contract, and a Buyer may take legal action against the Vendor. In such circumstances, eTrade Procurement has the right to terminate the Vendor's registration and use of the eTrade web app or Website and the Buyer can eject the Vendor from the auction.

2.5 The final selection of a Vendor is a matter for the Buyer. There is no obligation to place a bid in the auction.

2.6 Buyers and Vendors will be encouraged to give feedback on completion of each Auction. Government agencies are bound by the Government’s rules of procurement to provide feedback to vendors following the completion of the auction.

2.7 The communications between Buyer and Vendor post Auction are not the responsibility of eTrade Procurement. It is the responsibility of Buyer and Vendor to enter into any post Auction contract as they agree between themselves. It is the Buyers responsibility to agree terms of business between the Buyer and the Vendor.

2.8 We make no guarantees about the Goods or Services offered by a Vendor nor give any assurances that a Vendor will Bid at auction or provide the Buyer with products or services or payment. Vendors will need to be validated or audited by the Buyer to satisfy they are fit for purpose.

2.9 eTrade Procurement takes no responsibility for any pre or post third party data or contracts relating to the negotiation activity; this is a matter strictly between the Buyer and their selected Vendor.

2.10 Unless the Auction states otherwise:

2.10.1 The Buyer is not obliged to accept any Vendor Bids.

2.10.2 The Auction is not legally binding on the Buyer.

2.11 eTrade Procurement reserves the right to change, modify, substitute or remove without notice any information or services on the eTrade web app or Website from time to time.

2.12 The Buyer acknowledges that due to the nature of the Internet, access to the eTrade web app or Website may be suspended, restricted or terminated at any time. If possible, notice will be given and all reasonable efforts will be made to avoid this. eTrade Procurement will also have no liability in respect of any transmissions the Users send through eTrade Procurement and the Users do so entirely at their own risk.

2.13 The Users acknowledge that during the Auction there may be discrepancies between the Vendor's local time clock and the eTrade Procurement server Auction time clock that are outside the control of eTrade Procurement. The Vendor should be aware of this and should place their bids in a timely manner.

2.14 Users acknowledge that eTrade Procurement may use information from the activities of users on the eTrade web app for marketing or analytical purposes. eTrade Procurement shall only identify users by name if the user gives their written consent to a written request and no confidential information will be published.

2.15 In certain circumstances, for reasons including but not limited to a Licence holder leaving employment of the Licence holder's organisation or a Licence holder moving to a different job role, eTrade Procurement can transfer the Licence to an alternative user. eTrade Procurement reserves the right to consider the circumstances and to decide the appropriate outcome. There shall not be allowed any period of overlap during this transition of multiple user's accessing the same Licence.

2.16 By using the Website, software and downloading the eTrade web app from eTrade Procurement, you are hereby agreeing to the Terms and conditions of service outlined on the eTrade Procurement website.

3 SUPPORT

3.1 Support will be given in the form of live chat, e-mail and phone. This support will be in the form of technical advice.

3.2 Buyers can receive support from eTrade Procurement for the management of the reverse auction process. The specific details, including the scale of support, is agreed with buyers for each auction process.

3.3 eTrade Procurement will send you emails relating to your membership, transactions and other activities on the Website, or eTrade web app and for promoting and marketing other eTrade Procurement products and Services to you. eTrade Procurement may also send regular electronic newsletters to members. Newsletters will contain clear and obvious instructions for how you can unsubscribe from the mailing list.

3.4 However technical support is only to be offered to the named user and the suppliers involved in the auctions.

3.5 Resources and guides are available to download at no cost for any person who is signed up with eTrade Procurement.

3.6 Further consultancy advice on the successful running of auctions can be given during the course of an activity as long as this is deemed reasonable. eTrade Procurement reserves the right to ask for further payment for consultancy advice where this activity is deemed excessive . Any additional payment for consultancy advice shall not be incurred without a signed agreement from both parties.

4 FEES

4.1 The fees payable by the Buyer to eTrade Procurement are agreed in writing. eTrade Procurement is a no-win no-fee service. The agreed prices are excluding GST.

4.2 Unless otherwise agreed, there are no fees payable by the Vendor to eTrade Procurement in connection with the Auction.

5 DISCLAIMER

5.1 The Buyer agrees that the Auction and any associated material which eTrade Procurement presents on the eTrade web app are on the instruction of the Buyer and are not representations, actions or statements of eTrade Procurement and are not binding on eTrade Procurement or on any third party, but are representations, actions or statements of the Buyer.

5.2 eTrade Procurement is not an agent of the Buyer and acts exclusively as a facilitator of the Auction, enabling Vendors and Buyers to come together. eTrade Procurement has no liability in connection with any relationship between the Vendor and Buyer formed as a result of the Auction.

6 NO GUARANTEE

6.1 eTrade Procurement makes no guarantee as to the credit worthiness, existence, identity or authority of any Users or other person who submits to the Website, eTrade web app or to other Users. Each User acknowledges that the validity of all such information can never be fully verified, and that it is acting at its own risk.

6.2 Also, eTrade Procurement cannot guarantee that a User's password will not become available to third parties who do not have authority to act on behalf of the Vendor to make Bids or the Buyer to create or edit Auctions. Whilst eTrade Procurement has made all reasonable efforts to ensure the Web Site and eTrade web app is secure, Users shall bear this risk.

7 BUYER'S CONDUCT

7.1 The Buyer undertakes that it will act in a responsible and professional manner.

7.2 The Buyer agrees not to manipulate any auction and will not use any Vendor data except as set out in these Terms.

7.3 The Buyer agrees to comply at all times with eTrade web applicable legislation.

7.4 eTrade Procurement reserves the right to terminate any agreement with a Buyer that is in breach of this agreement.

8 VENDOR’S CONDUCT

8.1 Vendors undertake that they will act in good faith at all times in all dealings with eTrade Procurement or other Users and in line with the auction concept. Vendors will only make Bids in the Auction to which they intend to be bound.

8.2 Vendors will not collude with other Users or third parties in order to manipulate the Auction nor will they share pricing information with each other.

9 INDEMNITY

9.1 The User agrees to release, indemnify and keep indemnified eTrade Procurement from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us to any person arising out of or in connection with your failure to comply with these terms and conditions, your failure to complete a transaction, your use of eTrade Procurement or arising out of any content or item either Buyers or Vendors submit, post, transmit, or make available through the eTrade web app or Web Site.

10 LIABILITY

10.1 eTrade Procurement is not responsible for the actions of Buyers or Vendors who use the Website or eTrade web app. The Users should make any complaints or claims they may have relating to any of their activities directly to the person/company concerned.

10.2 eTrade Procurement shall not be liable to the Buyer for any indirect or consequential loss from any breach of eTrade Procurement’s obligations under these terms.

10.3 The Buyer acknowledges that eTrade Procurement shall not be liable to any User for any direct, indirect or consequential loss arising from any loss of connection to the website or eTrade web app.

10.4 The User agrees that, to the maximum extent permitted by law, any and all liability and responsibility of eTrade Procurement you or any other person under or in connection with these terms and conditions, or in connection with the services, this Website or the eTrade web app, another Member's acts or omissions, or your use of or inability to use, the services or this Website or the eTrade web app, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. eTrade Procurement’s liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.

10.5 eTrade Procurement has no liability for any data downloaded from the Website or eTrade web app as part of the service. eTrade Procurement do not accept liability for any indirect or consequential loss however caused as a result of any computer virus, bugs, or other similar programmes arising from the users use of the website or eTrade web app. eTrade Procurement will obviously do their best to protect their site and eTrade web app but it is the Users responsibility to take precautions against these issues.

11 TERMINATION

11.1 eTrade Procurement reserves the right to:

11.1.1 make amendments to these Terms at any time and shall make their users aware of such changes by email so that the user can exercise a right to terminate (without breach) which must be made in writing quoting this clause.

11.1.2 terminate this agreement in the auction that the User has failed to pay any fees within 15 days of the due date

11.1.3 stop any auction or Bid and ban users from using the Website or eTrade web app

11.1.4 modify or withdraw the Website or eTrade web app at any time without notice

11.1.5 to reject any registration or access to the eTrade web app and to temporarily or indefinitely suspend any registered user

11.1.6 to withdraw usernames and passwords at any time without notice should eTrade Procurement believe they have been compromised

11.2 The Buyer may not terminate this agreement whilst fees to eTrade Procurement remain outstanding.

11.3 On termination of these Terms, the Auction and access to the Website or eTrade web app will cease and all information belonging to the other party will be returned or destroyed. Adequate timescales and provision will be made for the returning of data.

12 GOVERNING LAW

12.1 These Terms and conditions of service will be construed in accordance with and governed by NZ’s laws and each party agrees to submit to the exclusive jurisdiction of NZ courts.

13 MISCELLANEOUS

13.1 eTrade Procurement reserves the right to change these Terms and conditions of service at any time. These will be posted on the Web Site and will come into immediate effect. If the eTrade web app is used after these conditions come into effect then the User will be indicating their agreement to be bound by these new Terms and conditions of service.

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