Terms of Use

USAGE AGREEMENT

Nextenders (India) Private Limited as the Service Provider ("the Service Provider") provides   eTendering Portal (“the System”) and related services through which its client(s)  (collectively known as “the Agencies” and singularly known as “the Agency”) and the Agency’s contractor(s)/supplier(s)/vendor(s)/purchaser(s) ("the Merchant(s)") can establish an electronic platform for Centralised Registration, and/or Tenders, and/or Auctions, and/or Reverse Auctions, and/or Purchase Orders (“the Transactions”) of the client. These services are accessible through the website ("the Portal") under the domain https://pepl.etenders.in  (“the  Portal”)

The Agency agrees to use the Software through the Portal of the Service Provider subject to this Usage Agreement (Terms of Use) as set out herein:

(i) The Software shall be a non-exclusive and non-transferable for use by the Agency and its authorised Merchants as per the Scope of Work and the System Documentation provided from time to time.

(ii) The Agency shall not make unauthorised copies of the software, nor sub-license, transfer, assign, mortgage, sale, re-sale or deliver the software to any other party.

(iii) The Agency agrees to access and use the software in compliance with the user manuals, training materials and supplementary information/documentation as provided by the Service Provider from time to time (collectively called “System Documentation”).

(iv) Any delivery of updates and upgrades of the Software by the Service Provider shall also be subject to these Terms of Use.

(v) All work/products independently created, developed or prepared by Service Provider prior to or during the period of the Contract, including technical and business solutions and all derivative works thereto, shall remain the Service Provider’s exclusive property. Service Provider shall retain all rights, title and interest in and to such work/products, together with all intellectual property rights therein. Agency shall not be an owner of any copies of, or have or  assert any interest  in  such work  products or  Service Provider’s confidential information save and except as granted herein. Service Provider will not be prevented from using ideas, concepts, expressions, know-how, skills and experience possessed by it prior  to, or developed or learned in the course of performing  activities for  the Agency. However, Service Provider shall not claim any rights to any ideas, concepts, expressions, know-how, skills and experience learned in the course of performing activities for the Agency if such ideas, concepts, expressions, know-how, skills and experience are based on, or emanate from or are in relation to any work/products, etc. developed by Agency on which Agency has exclusive proprietary rights.

(vi) The Agency acknowledges and agree that the Service Provider owns and retains all Proprietary Rights in the software, in Service Provider’s Marks, and in Service Provider’s confidential information, system documentation, training, materials, collateral or  other  related  materials licensed or provided by the Service Provider to the Agency, including any copies, modifications, adaptations, derivative works, and enhancements thereof, by whomever produced (collectively, "Service Provider IP"). The Agency does not acquire any rights, express or implied, in Service Provider IP other than those rights explicitly specified herein. The Agency hereby waives any claims that it may have had or have to title and ownership of any Proprietary Rights in and to Service Provider IP.

(vii) The Agency agrees to indemnify the Service Provider and keep the Service Provider indemnified and harmless at all times from and against any and all claims, damages, losses, costs, and expenses (including attorney's fees) which the Service Provider may suffer or incur arising from or in connection with breach of the representations and warranties given by the Agency under this Agreement, provided such breach is caused due to gross negligence or wilful misconduct of Agency.

(viii) The Service Provider also agrees to indemnify the Agency and keep the Agency indemnified and harmless at all times from and against any and all claims, damages, losses, costs, and expenses (including attorney's fees) which the Agency may suffer or incur arising from or in connection with breach of the representations and warranties given by the Service Provider under this Agreement, provided such breach is caused due to gross negligence or wilful misconduct of the Service Provider.

This Usage Agreement (Term of Use) and the Privacy Policy also governs the Merchant’s use of the Portal and participation in the Transactions, and, together, constitute the "Terms and Conditions". By clicking on the "ACCEPT" button below on this website and continuing to use this website or signing a hard copy and returning it to the Service Provider / faxing it to the number provided below, YOU, the Merchant, accept and are legally bound by the Terms and Conditions and any modifications or amendments thereto. Continued access to the Portal and its Services, including without limitation all licenses granted hereunder, is subject to compliance with the Terms and Conditions and any breach of the Terms and Conditions will be pursued by legal action to the fullest extent possible.

The Terms and Conditions, including the Usage Agreement and the Privacy Policy, may be modified at any time without notice and any such modification shall be effective immediately upon publishing. By assenting to these Terms and Conditions, the Merchant agrees to periodically review the Terms and Conditions published on the Home Page of the Portal under the link Terms and Conditions and be bound by any modifications or amendments thereto.

Merchants who have any questions about the Terms and Conditions are invited to helpdesk@nextenders.com.

1. Merchant's Warranties

Through the electronic platform provided by the Service Provider, the Merchant can participate in the online Transactions with the Agency.

USER OF THE PORTAL FROM / ON BEHALF OF THE MERCHANT ORGANISATION REPRESENTS AND WARRANTS THAT HE / SHE,

(1) IS DULY AUTHORIZED TO CONSENT TO THESE TERMS AND CONDITIONS ON BEHALF OF HIS / HER RESPECTIVE ORGANISATION (MERCHANT);

(2) CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW;

(3) HAS THE RIGHT TO GRANT THE INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY; AND

(4) IS OF THE ORGANISATION THAT IS IN COMMERCIAL BUSINESS, AND NOT A CONSUMER VENDOR, FOR THE PURPOSE OF USING THIS PORTAL.

2. User IDs, Passwords and Digital Certificates

User IDs, Passwords, and Digital Certificates are confidential and proprietary. It is a violation of the Terms and Conditions for the Authorised User of the Merchant to disclose its password or share its User ID, Password, or Digital Certificate with any unauthorized personnel in the organisation of the Merchant, Third Parties, or to use its User ID, Password, or Digital Certificate for any unauthorized purpose. Merchant, through its Authorised User, shall be held responsible for any unauthorized use of its User's ID, Password, or Digital Certificate issued.

3. Transacting on the Portal

Transactions on the Portal are governed by the Terms and Conditions. The specific Terms and Conditions of each Transaction (such as pre-qualification criteria, technical requirements, pricing, warranties, delivery, etc.) entered into through the Portal are established between the Agency and the Merchant. The Portal is a venue through which the Agency and the Merchants can transact. The Agency decides with whom to do business. The Service Provider is not a party to any transaction entered into upon the Portal. The Service Provider does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the Products advertised or offered for sale, the ability of sellers to sell the Products or the ability of buyers to buy the Products. The Service Provider cannot and does not control whether sellers will complete the sale of Products they offer or whether buyers will complete the purchase of Products they request for. The Service Provider is not responsible with respect to payment or collection for orders made and bids placed on the Portal.

4. Upgradation and Modification in the Portal Features

The features of the Portal may be upgraded and / or modified from time to time which may result in change of functionality / workflow / methodology of executing operations on the system. It shall be the responsibility of the Merchant to get its authorised users acquainted / trained on execution of operations of the system through the Service Provider as required from time to time.

5. Minimum System Requirements

The Merchant shall ensure minimum system requirements in terms of hardware, software and internet connectivity as required to operate the System provided by the Service Provider.

6. No Warranty

BY ASSENTING TO THESE TERMS AND CONDITIONS, THE MERCHANT ASSUMES ANY AND ALL RESPONSIBILITY AND RISK OF USE OF THE PORTAL AND ANY PRODUCTS OR SERVICES CONTAINED THEREIN. THE SERVICE PROVIDER AND ITS SUPPLIERS PROVIDE THE PORTAL AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE SERVICE PROVIDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO,

(A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;

(B) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND / OR ERROR-FREE;

(C) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY BUYER AND WHETHER ANY MERCHANT SHOULD DO BUSINESS WITH SUCH AGENCY; AND

(D) AS TO THE ACCURACY OF ANY INFORMATION MADE AVAILABLE ON OR THROUGH THE PORTAL BY OR ON BEHALF OF ANY MERCHANT, THIRD PARTY OR AGENCY.

7. Release

Because the Service Provider is not a party to any Merchant-to-Agency, Merchant-to-Merchant or Merchant-to-"Third Party Provider" (as "Third Party Provider" is defined in Section 10 below) agreements, and has no control over the truth or accuracy of representations made by these parties, or the ability of parties to any such agreement to fulfill their part of any transaction, the Merchant hereby releases and agrees to hold harmless the Service Provider, and its officers, directors, sub-contractors (including without limitation technology providers) acting in their capacity of providing services to the Service Provider, agents, and employees from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Portal, or any agreement or transaction between any Merchant, on one hand, and any other Merchant (whether or not consummated) or any Third Party Provider, on the other hand.

8. Transaction Fees

The Merchant agrees to pay the applicable registration, transaction, service, document, and / or submission fees (“the Fees”), as the case may be, for any transaction on the Portal regardless of whether or not such transaction is actually consummated. The Fees will be due to the Agency or the Service Provider, as the case may be, upon demand by either the Agency or the Service Provider. In the event, the Merchant fails to pay all amounts due, such unpaid amounts shall be deemed "overdue" and interest will accrue on such overdue amounts at a rate of one and one-half percent (1.5%) per month or part thereof, or the maximum amount allowed by law, whichever is less. The Merchant is responsible for paying all applicable taxes and all hardware, software, services and other costs and expenses incurred to access information or conduct transactions over the Portal. Failure of any party to consummate a transaction does not relieve the obligation to pay the Fees due for such unconsummated transaction.

9. Good Faith and Fair Dealing

The Merchant hereby agrees to act in accordance with the principles of good faith and fair dealing when transacting on or through the Portal. The Service Provider reserves the right to investigate any allegation or evidence of Merchant's failure to abide by the principles of good faith and fair dealing in connection with its use of the Portal, and to fashion and enforce remedies, in its sole but reasonable discretion, in order to address any violation of such principles. For example, but not by way of limitation, it is a violation of Usage Agreement to act in accordance with the principles of good faith and fair dealing to initiate transactions on the Portal for the purpose of identifying potential buyers or sellers with whom such Merchant can negotiate off the Portal. Similarly, the Merchant agrees not to manipulate the terms of a transaction for the purpose of reducing the transaction fees owed. If the Merchant engages in such activity, said Merchant will be liable to pay the Service Provider the applicable, appropriate transaction fees and will be subject to such other sanctions as the Service Provider may determine as appropriate under the circumstances, in its sole but reasonable discretion.

10. Information posted on the Portal

The Portal may contain news and information published by various Third Party Providers, some of which may contain facts, views, opinions, analysis and recommendations of individuals and organizations deemed of interest. The Service Provider does not guarantee the accuracy, completeness, or timeliness of, or otherwise endorse these views, opinions, analysis, or recommendations. The Merchant assumes sole responsibility and risk for use of such content.

The Portal may contain links to third party websites not under the control or operation of the Service Provider. The Service Provider provides links only as a convenience and does not endorse, and is not responsible for the contents of, any linked site. The Merchant assumes sole responsibility and risk for use o