HEADS OF TERMS
1.1 Market Dojo Ltd. (“Market Dojo” or “we”) provides B2B online procurement software and operates a website at www.marketdojo .com (“the Web Site ”) which allows secure business-to-business communications between the Customer’s suppliers (“Participants”) and the Customer, who are interested in sharing information, pricing and/or negotiating in relation thereto.
An “Event” is an activity created on the platform related to any Market Dojo product. The Customer will initiate Events on the Web Site and Participants will respond to such Events. The Customer and Participants will generically be referred to as “Authorised Users”.
1.2 Authorised Users can create Events on the Web Site, and can also access the Web Site and participate in an Event by submitting information or bids (“Bids”).
1.3 By registering with Market Dojo, an Authorised User agrees to be bound by these Terms of Service (“Terms”) . Any Customer Personnel who provide information to Market Dojo under these Terms via the Web Site or otherwise on behalf of an Authorised User must have the authority to represent the relevant Authorised User and Market Dojo will be entitled to rely on this presumption.
2. NATURE OF THE SERVICE, PARTICIPATION RULES, OBLIGATIONS, CHARGES AND LICENCES
2.1 Each Authorised User is required to register by completing the online form on the Web Site prior to posting an Event or participating in an Event. The Authorised User agrees to ensure that its registration details are correct and kept up-to-date as necessary. Each Authorised User is responsible for keeping its personal username and password secure and confidential. It is strictly forbidden for usernames and passwords to be shared within the Authorised User’s organisation or externally with third parties because this could represent a serious breach of security and lead to significant risks for all parties.
2.2 The Customer will be charged for a licence (“Licence”) to use the Web Site to create and run Events in accordance with a separate services agreement between Market Dojo and the Customer.
2.3 Without prejudice to Market Dojo’s obligations under these Terms or which are the subject of a separate agreement with the Customer, in certain circumstances, including but not limited to a named Authorised User leaving the employment of the Customer’s organisation or changing roles , Market Dojo can transfer the Licence to an alternative named Authorised User within the Customer’s organisation. Market Dojo reserves the right to consider the circumstances and to decide the appropriate outcome. Unless otherwise agreed in writing, each Licence may only be used by the associated named Authorised User.
2.4 The Customer acknowledges that its use of the Web Site is outside the control of Market Dojo and is exclusively the Customer’s responsibility.
2.5 During an Event, the Authorised User will submit information or Bids on the basis of the terms of the Event set by the Customer (the “Event T&C”). The Customer is responsible for setting the participation/qualification criteria for each Event. By placing a Bid, the Participant agrees that it meets those criteria. Each Bid constitutes a legally binding offer by the Participant capable of acceptance by the Customer.
2.6 The Participant will not be able to withdraw a Bid unless expressly allowed to by the Customer in writing. Any attempt to do so may constitute a breach of contract, and the Customer may take legal action against the Participant and/or eject the Participant from the Event. In such circumstances, Market Dojo shall have the right to terminate the Participant’s registration and use of the Web Site.
2.7 The selection of the successful Participant is to be exclusively determined by the Customer and there is no obligation on a Customer to accept any Bids or to enter into a contract with the successful Participant (“an Event Contract”) unless the contrary is explicitly stated in the Event T&C.
2.8 Unless agreed otherwise between Market Dojo and the Customer:
2.8.1 Market Dojo reserves the right to change, modify, substitute or remove without notice any information or services on the Web Site from time to time;
2.8.2 The Customer undertakes to abide by Market Dojo’s acceptable use policy in terms of the Event details that it posts on the Platform and any other content it publishes via the Web Site; and .
2.8.3 The Customer acknowledges that due to the nature of the Internet, access to the Web Site 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.
2.11 Authorised Users acknowledge that:
2.11.1 all times posted on the Web Site are in the Authorised User’s selected time zone and recorded on the server in UTC [Coordinated Universal Time].
2.11.2 during an Event, there may be discrepancies between the Participant’s local time clock and the Market Dojo server Event time clock which are outside the control of Market Dojo and that Market Dojo is not responsible for any disagreements, problems or damages arising therefrom.
2.12 The Customer acknowledge that Market Dojo may use anonymised information from the activities of Customer on the Web Site for marketing and commercial purposes. Market Dojo shall only identify the Customer by name if the Customer gives its written consent to a written request and Market Dojo agrees not to publish any confidential or commercially sensitive information belonging to the Customer or any Participant.
The Customer will be charged for use of the auction tool to run an Event as per the pricing detailed in Schedule 3 (Fees) of the main agreement. Participants will not be charged for either registration or to participate in an Event.
4. REPRESENTATIONS, RELATIONSHIPS BETWEEN MARKET DOJO AND AUTHORISED USERS, DISCLAIMER AND CONTRACTS BETWEEN USERS
4.1 All Authorised Users agree that the Event and any associated material on the Web Site are published by Market Dojo on the instruction of the Customer and are not representations, actions or statements of Market Dojo and are not binding on Market Dojo but are representations, actions or statements of the Customer.
4.2 Market Dojo is not an agent of the Customer and acts exclusively as a facilitator of Events, enabling Participants and the Customer to come together. Market Dojo has no liability in connection with any relationship or dealings between the Participant and the Customer carried out or formed as a result of an Event.
4.3 Authorised Users acknowledge that Market Dojo is not responsible or liable in any way for any Event Contracts (as defined at clause 2.7 above) or any communications or data passing between Authorised Users via or outside of the Web Site. It is the responsibility of the Customer and the Participant to negotiate and enter into any resultant Event Contracts.
4.4 Market Dojo makes no guarantees about the goods or services offered or provided by an Authorised User nor does it give any assurances that any Participant will submit information in respect of any Event or that the successful Participant will provide the Customer with products or services or payment. Participants will need to be validated or audited by the Customer to satisfy itself that they are fit for purpose.
4.5 Market Dojo undertakes to comply at all times with applicable legislation including without limitation all data protection legislation, notably the Data Protection Act 2018 and the General Data Protection Regulation 2016/679, each of which as may be updated from time to time (together “Data Protection Legislation”) in accordance with these Terms.
5. NO WARRANTY RE AUTHORISED USER CREDENTIALS OR IDENTITY OR UPTIME
5.1 Market Dojo makes no guarantee as to the creditworthiness, existence, identity or authority of any Authorised Users. Each Authorised User acknowledges that the validity of all such information can never be fully verified, and that it is acting at its own risk in dealing with such other Authorised Users.
5.2 Without prejudice to Market Dojo’s obligations under applicable data protection legislation and under a separate agreement between the Customer and Market Dojo, Market Dojo cannot guarantee that an Authorised User’s password will not become available to third parties who do not have authority to act on behalf of the Participant to make Bids or the Customer to create or edit Events. Whilst Market Dojo has made all reasonable efforts to ensure the Web Site is secure, Authorised Users shall bear this risk.
6. CUSTOMER’S CONDUCT
6.1 The Customer undertakes that it will act in a responsible and professional manner.
6.2 The Customer agrees not to use any Participant data except for the purposes of its business activities.
6.3 The Customer undertakes not to knowingly access, store, distribute or transmit any viruses, or any material during the course of its use of the Web Site that:
6.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
6.3.2 facilitates illegal activity;
6.3.3 depicts sexually explicit images;
6.3.4 promotes unlawful violence;
6.35. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6.3.6 is otherwise illegal or causes damage or injury to any person or property.
7. PARTICIPANT CONDUCT
7.1 Participants undertake that they will act in good faith at all times in all dealings with Market Dojo and other Authorised Users. Participants will only submit information via the Web Site in relation to an Event by which they intend to be bound.
7.2 Participants will not collude with other Authorised Users or third parties in order to manipulate an Event nor will they share pricing information with each other.
8.1 market dojo is not responsible for the actions of the Customer or Participants who use the Website.
8.2 Market Dojo shall not be liable to the Customer for any indirect or consequential loss from any breach of market dojo’s obligations under these terms.
8.3 The Customer and the Participants acknowledges that market dojo shall not be liable to the Customer for any direct, indirect or consequential loss arising from any loss of connection to the Web Site or Event.
9.1 Market Dojo reserves the right, without liability, to terminate the agreement;
9.2 reject any registration or access to the Platform and to temporarily or indefinitely suspend any User;
9.3 withdraw usernames and passwords should Market Dojo believe they have been compromised.
9.4 On termination of an Agreement, Licences will be revoked and all information belonging to the User will be processed according to our GDPR statement.
10.1 Each party may be given or obtain access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:
(a) is already in the receiving party’s possession other than as a breach of this clause;
(b) is or becomes publicly known other than through any act or omission of the receiving party;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
10.2 Subject to clauses 10.4 and 10.5, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.
10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement and that, without prejudice to clauses 10.4 and 10.5, access to and distribution of the other party’s Confidential Information is minimised as reasonably practicable.
10.4 A party may disclose Confidential Information as follows (provided that it shall ensure that, to the maximum extent permitted under Applicable Law, the relevant recipient maintains the confidentiality of such Confidential Information and processes it in accordance with the provisions of this clause 10):
(a) to the extent such Confidential Information is required to be disclosed by Applicable Law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure;
(b) to its professional advisers as reasonably required to obtain professional advice; or
(c) to any competent regulatory body as may be requested by such body or otherwise reasonably required by the disclosing party.
10.5 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by Applicable Law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
10.6 Market Dojo acknowledges that Customer Data and Participants Data are Confidential Information belonging respectively to the Customer and the Participant.
11. GOVERNING LAW
11.1 These Terms and the Agreement between the parties and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England and Wales.