Sourceit Supplier Agreement
This Supplier Agreement (Agreement) is between you and Sourceit Pty Ltd (ABN 16 609 743 197) (Sourceit).
If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Supplier” or “you” means your company and you are binding your company to this Agreement. Sourceit may modify this Agreement from time to time.
The terms and conditions governing a supplier’s use of Sourceit are set out in the Agreement below.
Terms and Conditions
1.1 Sourceit Pty Ltd (we, us or our) is the developer, owner, and licensor of an RFQ (request for quote), job, order and supplier management software known as Sourceit.
1.2 Sourceit is provided as software-as-a-service and you access and use the software functionality via the internet, using a standard web browser.
1.3 Sourceit enables suppliers of goods and services and their representatives to interact and communicate with buyers by receiving and responding to requests for quotes and briefs from buyers.
2. Use of Sourceit
2.1 You must: (a) access and use Sourceit only through a web browser and by no other means; (b) comply with the Agreement and Acceptable Use Policy (AUP) and any technical and instructional documentation we provide from time to time; (c) comply with all applicable laws, regulations and codes; (d) comply with any reasonable directions issued by us from time to time; (e) promptly report any errors, defects or malfunctions to us; (f) not do anything which is intended or reasonably likely to damage, impair, interrupt or interfere with Sourceit or the computer equipment on which it is installed; (g) not attempt to access or control the computer equipment on which the Sourceit software is installed; (h) not alter, modify, decompile, disassemble, reverse engineer, sub licence or change the Sourceit software or integrate it with or into any other software or create a derivative work from the software by any means; and (i) not purport to grant to a third party any right to access or use Sourceit.
2.2 You acknowledge that: (a) if the minimum requirements are not met, Sourceit may not operate to a satisfactory standard or at all; (b) the minimum requirements are designed to deliver only a basic level of system performance; and (c) access to, use of and performance of Sourceit may be impaired or prevented by a variety of factors beyond our control, including, for example, defects in your computer systems or problems with internet connectivity.
3. Access and security
3.1 You must: (a) only access Sourceit when invited to do so after receiving an invitation to respond to a buyer’s request to quote; (b) keep your computer systems, network and internet connectivity secure in accordance with good computer security practices; and (c) if you become aware that account details or passwords (if required by Sourceit) have been comprised, without delay, notify us, change passwords and take any other security action we direct.
4. Technical requirements
4.1 We may publish minimum technical requirements (Minimum Requirements) for the access and use of Sourceit and may revise these from time to time. You must ensure that your computer system, network and internet connectivity meet or exceed the minimum requirements.
5.1 You can manage, interact and communicate with buyers (which includes prospective customers) who use Sourceit.
5.2 All dealings between you and customers are solely between you and the relevant buyer, to our exclusion.
5.3 We do not verify, endorse, recommend, approve or guarantee any buyer, their bona fides, competence, capabilities, financial standing, credit worthiness or any information they provide.
5.4 You agree and warrant that in dealing with any buyer: (a) you do not rely on any information provided by us (including via Sourceit); (b) you have made your own independent enquiries and used your own skill and judgment; and (c) you will comply with all applicable laws, regulations and codes.
6. Supplier Information
6.1 You are responsible for the accuracy, integrity and completeness of all information, data, pricing and records (Supplier Information) you enter into Sourceit.
6.2 You promise that all Supplier Information that you enter into Sourceit is accurate, is up to date, is not misleading or deceptive in any way and does not contravene any applicable laws or infringe the rights of any person.
6.3 We may copy, reproduce, use, store, communicate or adapt Supplier Information but only for the purposes of providing the Sourceit service (and any related or ancillary services).
6.4 We may, without liability, intercept, remove, alter or prevent access to any Supplier Information: (a) that we reasonably believe is offensive, defamatory, breaches the right of any person, or contravenes the AUP; (b) that we reasonably believe is inaccurate, out-of-date or is incomplete; or (c) if directed by a regulator, government agency, law enforcement agency or court.
7. Intellectual Property Rights
7.1 All intellectual property rights in Sourceit is exclusively owned by us. You must not do anything which jeopardizes or interferes with our ownership of such intellectual property rights.
8.1 There are no fees for suppliers to access and use Sourceit.
8.2 We reserve the right to charge a fee for access or use of all or part of Sourceit at any time in the future.
8.3 Any addition or change to fees will be published on our website or otherwise notified to you, and subject to change from time to time.
8.4 The introduction of fees or changes to fees will not apply retrospectively.
8.2 Where a fee applies to your use of Sourceit, we may restrict your use of Sourceit until such fees are paid.
9. Cancellation, breach and liability
9.1 We may cancel or suspend your access to Sourceit at any time at our absolute discretion: (a) if you breach any provision of this Agreement; (b) if you are the subject of a complaint that we deem serious; or (c) if necessary to repair, maintain or protect the integrity of the Sourceit service.
9.2 To the maximum extent permitted by law: (a) we exclude all implied warranties, guarantees and representations of any kind; (b) we do not warrant or represent that Sourceit will operate continuously, free from faults, errors or interruptions; and (c) we are never liable to you and you release us from any claim for all loss, damage, costs, expenses or liability whatsoever and however caused.
9.3 Where legislation provides certain rights and remedies in respect of services we provide which cannot be lawfully excluded, our liability in respect of such rights and remedies is limited (where possible) to: (a) supplying the services again; or (b) paying the cost of having the services supplied again.
9.4 You must indemnify, defend and hold us harmless against all loss suffered or incurred by us in connection with your: (a) breach of this Agreement; or (b) willful, unlawful or negligent act or omission.
10.1 This Agreement constitutes the entire agreement and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
10.2 You must do everything reasonably required by us to give full effect to this Agreement.
10.3 If any provision of this Agreement is illegal or unenforceable it may be severed, and the remaining provisions continue in force.
10.4 Our failure or delay in exercising a right, power or remedy does not operate as a waiver.
10.5 This Agreement is governed by the law of Victoria, Australia
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