NB By using the Platform, you are hereby agreeing to these Terms of Service.

1. INTRODUCTION

1.1 Market Dojo Ltd. (“marketdojo” or “we”) provides B2B online procurement software and operates a platform at www.marketdojo .com (“the Platform”) which allows secure business-to-business communications between entities 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. Those entities will either be “Hosts” i.e. those initiating Events on the Platform or “Participants” i.e. those responding to Events posted by Hosts.  Hosts and Participants will generically be referred to as “Users”.

1.2 Users can create Events on the Platform, and Users can also access the Platform and participate in an Event by submitting information or bids (“Bids”).

1.3 By registering with marketdojo, a User agrees to be bound by these Terms of Service (“Terms”) and a resultant agreement is formed between the User and marketdojo (“Agreement”). Any personnel that provide information to marketdojo via the Platform or otherwise on behalf of a User must have the authority to represent the relevant User and marketdojo will be entitled to rely on this presumption.

2. NATURE OF THE SERVICE, PARTICIPATION RULES, OBLIGATIONS, CHARGES AND LICENCES

2.1 Each User is required to register by completing the online form on the Platform prior to posting an Event or participating in an Event. The User agrees to ensure that its registration details are correct and kept up-to-date. Each User is responsible for keeping its personal username and password secure and confidential. It is strictly forbidden for log-in details to be shared within and/or externally to an organisation as this could represent a serious breach of security and lead to significant risks for all parties.

2.2 Hosts will be charged for a “Licence” to use the marketdojo Platform to run Events as per the pricing detailed on the Platform. The Licence will take the form of either an “Annual Licence” or a “Monthly Licence” and will be specific to a particular named individual within the Host’s organisation as identified by its e-mail address, log-in and contact details or the Host’s organisation (“Organisation”) as identified by its e-mail domain.  An “Annual Licence” shall cover a full period of 12 months, commencing upon a Licence being assigned to a User or Organisation. A “Monthly Licence” shall cover a full period of 1 month, commencing upon a Licence being assigned to a User or Organisation.

For more details re fees, see clause 4 below.

2.3 In certain circumstances, for reasons including but not limited to a named User leaving employment of the Host’s organisation or changing roles at the Host, marketdojo can transfer the Licence to an alternative named User. marketdojo 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 User.

2.4 The Host acknowledges that the use of the Platform is outside the control of marketdojo and is exclusively the Host’s responsibility.

2.5 During an Event, the User will submit information or Bids on the basis of the terms of the Event set by the Host (the “Event T&C”). The Host is responsible for setting the participation/qualification criteria for each Event. By placing a Bid, the Participant agrees represents that it meets those criteria. Each Bid constitutes a legally binding offer by the Participant capable of acceptance by the Host.

2.6 The Participant will not be able to withdraw a Bid unless expressly allowed to by the Host in writing. Any attempt to do so may constitute a breach of contract, and a Host may take legal action against the Participant and/or eject the Participant from the Event. In such circumstances, marketdojo shall have the right to terminate the Participant’s registration and use of the Platform.

2.7 The determination of the successful Participant is to be exclusively determined by the Host and there is no obligation on a Host 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 marketdojo reserves the right to change, modify, substitute or remove without notice any information or services on the Platform from time to time.

2.9 The Host undertakes to abide by marketdojo’s acceptable use policy in terms of the Event details that it posts on the Platform and any other content it publishes via the Platform as set out in clause 7.4 below.

2.10 The Host acknowledges that due to the nature of the Internet, access to the Platform 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 Users acknowledge that:

2.11.1 all times posted on the Platform are in the User’s selected timezone 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 marketdojo server Event time clock which are outside the control of marketdojo and that marketdojo is not responsible for any disagreements, problems or damages arising therefrom.

2.12 Hosts acknowledge that marketdojo may use anonymised information from the activities of Hosts on the Platform for marketing and commercial purposes in accordance with GDPR regulations. marketdojo shall only identify Hosts by name if the Host gives its written consent to a written request and no confidential information will be published.

3. SUPPORT

3.1 Subject to clause 3.3 below, support will be available to Users in the form of live chat, e-mail and phone. This support will be in the form of technical consultancy and advice and available from 08:45 to 17:00 GMT and CT zones, except for public holidays.

3.2 Resources and guides are available to download at no cost for any person who is signed up with marketdojo. The resources are a recommended starting point for any User.

3.3 Support in a given month to any named individual Users must not exceed 5 hours. The provision of support in excess thereof will be at marketdojo’s discretion and subject to any charges notified by marketdojo and agreed to by the Host in writing.

4. FEES

4.1 Hosts can pay either a monthly or annual fee for use of the Platform. The fees payable by the Host to marketdojo are as set out on the Platform (unless agreed in writing otherwise). marketdojo will require payment from the Host before the Host is able to use the Platform. The prices quoted on the Platform will be subject to VAT.

4.2 Participants will not be charged for either registration on the Platform or participation in Events.

4.3 No refund is available for any Licence fees.

4.4 Unless otherwise stated fees will be payable in advance a licence being granted or in the event of renewals before the renewal period starts.

4.5 Fees paid via paypal will be subject to a surcharge of of 3.5% to cover additional fees arising from use of that service.

5. REPRESENTATIONS, RELATIONSHIPS BETWEEN MARKETDOJO AND USERS, DISCLAIMER AND CONTRACTS BETWEEN USERS

5.1 All Users agree that the Event and any associated material on the Platform are included on the instruction of the Host and are not representations, actions or statements of marketdojo and are not binding on marketdojo but are representations, actions or statements of the Host.

5.2 marketdojo is not an agent of the Host and acts exclusively as a facilitator of Events, enabling Participants and Hosts to come together. marketdojo has no liability in connection with any relationship or dealings between the Participant and Host carried out or formed as a result of an Event.

5.3 Users acknowledge that marketdojo 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 Users via or outside of the Platform. It is the responsibility of Host and Participant to negotiate and enter into any resultant Event Contracts.

5.4 We make no guarantees about the goods or services offered or provided by a User nor give any assurances that any Participant will submit information in respect of any Event or that the successful Participant will provide the Host with products or services or payment. Participants will need to be validated or audited by the Host to satisfy itself that they are fit for purpose.

5.5 marketdojo 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”).

6. NO WARRANTY RE USER CREDENTIALS OR IDENTITY OR UPTIME

6.1 marketdojo makes no guarantee as to the creditworthiness, existence, identity or authority of any 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 in dealing with such other Users.

6.2 marketdojo 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 Participant to make Bids or the Host to create or edit Events. Whilst marketdojo has made all reasonable efforts to ensure the Platform is secure, Users shall bear this risk.

6.3 marketdojo shall endeavour to ensure that Platform availability, excluding scheduled maintenance, does not fall below 99.9%. In the Event that this level of availability is not met on a quarterly average, marketdojo shall discuss with the Host and agree an appropriate extension to the then current Licence at no cost.

7. HOST’S CONDUCT

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

7.2 The Host agrees not to use any Participant data except for the purposes of its business activities.

7.3 The Host 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”).

7.4 The Host undertakes not to access, store, distribute or transmit any viruses, or any material yduring the course of its use of the Platform that:

7.4.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

7.4.2 facilitates illegal activity;

7.4.3 depicts sexually explicit images;

7.4.4 promotes unlawful violence;

7.45. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

7.4.6 is otherwise illegal or causes damage or injury to any person or property.

7.5 marketdojo reserves the right to terminate its Agreement immediately via emailed  notice with a Host that is in breach of this Agreement.

8. PARTICIPANT CONDUCT

8.1 Participants undertake that they will act in good faith at all times in all dealings with marketdojo and other Users. Participants will only submit information via the Platform in relation to an Event by which they intend to be bound.

8.2 Participants will not collude with other Users or third parties in order to manipulate an Event nor will they share pricing information with each other.

8.3 Any participants registering on the Platform can be added to the marketdojo supplier database which could become accessible by any host for future Events. The participant can opt-in by emailing support@marketdojo.com.

9. LIABILITY AND INDEMNITIES

9.1 Except as expressly stated in clause 9.2, marketdojo shall have no liability for any losses or damages which may be suffered by any User (or any person claiming under or through a User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

9.1.1 special damage, even though marketdojo was aware of the circumstances in which such special damage could arise;

9.1.2 loss of profits;

9.1.3 loss of anticipated savings;

9.1.4 loss of business opportunity;

9.1.5 loss of or goodwill;

9.1.6 loss of or damage to data.

9.2 Each User agrees that, in entering into an Agreement with marketdojo, either it did not rely on any representations (whether written or oral) of any kind or other than those expressly set out in these Terms  or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) marketdojo shall have no liability otherwise than pursuant to these Terms; and

9.3 To the extent that not excluded by clauses 9.1 or 9.2 above or otherwise, the total liability of marketdojo, whether in contract, tort (including negligence) or otherwise and whether in connection with these Terms or the Agreement with a User or any collateral contract, shall in no circumstances exceed in aggregate a sum equal to £250,000.

9.4 The exclusions in clause 9 shall apply to the fullest extent permissible at law but marketdojo does not exclude liability for:

9.4.1 death or personal injury caused by the negligence of marketdojo, its officers, employees, contractors or agents; or

9.4.2 fraud or fraudulent misrepresentation; or

9.4.3 breach of the obligations implied by Section 12 Sale of Goods Act 1979 or Section 2 Supply of Goods and Services Act 1982; or

9.4.4 any other liability which cannot be excluded by law.

9.5 marketdojo is not responsible for the actions of Users. Users should make any complaints or claims they may have relating to any Event to the other relevant User not to marketdojo.

9.6 marketdojo has no responsibility or liability for actions or omissions of any User or arising from any actual or abortive Events or for any data downloaded from the Platform or otherwise arising or provided by a User in relation to another User.

9.7 Whilst marketdojo will take all reasonable measures to protect the Platform against such threats, it is each User’s responsibility to take precautions against vulnerability to any computer virus, bugs, or other similar programmes arising from Users’ use of the Platform and marketdojo has no liability in respect thereof.

9.8 marketdojo will also have no liability in respect of any transmissions that Users send through the Platform and Users do so entirely at their own risk.

9.9 Each User agrees to indemnify marketdojo against all liability arising out of:

9.9.1 any breach of these Terms by that User;

9.9.2 in respect of a Host, any third party claims arising from the Host’s running of any Event via the Platform;

9.9.3 any action taken against marketdojo by another User or a third party resulting from that initial User’s actions or omissions;

9.9.4 any breach of Data Protection Legislation.

10. TERMINATION

10.1. marketdojo reserves the right, without liability, to:

10.1.1 terminate its Agreement with a User in the event that the User has failed to pay any fees within 7 days of the due date;

10.1.2 without notice:

10.1.2.1 terminate any Event;

10.1.2.2 ban any User from using the Platform;

10.1.2.3 modify or withdraw access to the Platform;

10.1.3 reject any registration or access to the Platform and to temporarily or indefinitely suspend any User;

10.1.4 withdraw usernames and passwords should marketdojo believe they have been compromised.

10.2 Subject to clause 10.3, a User may terminate its Agreement with marketdojo if marketdojo is in breach of such Agreement and such breach, if remediable, has not been remedied by marketdojo within 14 days of written notice from the User.

10.3 A User may not terminate its Agreement with marketdojo whilst fees to marketdojo remain outstanding.

10.4 On termination of an Agreement, Licences will be revoked and all information belonging to the User will be processed according to our GDPR statement.

11. CONFIDENTIALITY

11.1 marketdojo and each User agrees to keep all information submitted to the Platform or which otherwise is disclosed by a party under these Terms or in relation to an Event confidential (“Confidential Information”) and shall not disclose any such information to any third parties without the consent of the owner of the Confidential Information save that it can disclose such information to those of its employees, agents or professional advisers who have a need to know and who are bound to keep the information confidential.

11.2 subject to clause 5.5 above, marketdojo reserves the right to analyse any data on the site with a view to making improvements. Notice of these changes does not have to be given and the results that are displayed may be subject to change based on these improvements.

11.3 marketdojo and the Users agree to use each other’s Confidential Information solely in connection with the performance of their respective obligations under their Agreement and pursuant to these Terms and not otherwise or for the benefit of any third party.

11.4 Each party will, at its own expense, take all reasonable and appropriate steps to enforce any duty of confidence owed to it by any party (including employees, agents, sub-contractors and professional advisors), insofar as such enforcement appears to be necessary for the protection of the confidentiality of the Confidential Information and/or any intellectual property.

11.5 The provisions of clause 11 will not apply to the whole or any part of the Confidential Information which:

11.5.1 is lawfully obtained free of any duty of confidentiality;

11.5.2 is already in the other party’s possession other than as a result of a breach of this clause 11;

11.5.3 the party can demonstrate is in the public domain (other than as a result of a breach of this clause 11);

11.5.4 is independently developed or acquired by that party without access to the Confidential Information;

11.5.5 is disclosed pursuant to a judicial or governmental order, provided that the party required to disclose, where legally viable, gives the owner of the Confidential Information reasonable notice prior to such disclosure to enable it to seek a protective order or equivalent; or

11.5.6 is disclosed with prior written consent of the other party.

12. GOVERNING LAW

12.1 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.

12.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this these Terms and the Agreement between the parties or their subject matter or formation (including non-contractual disputes or claims).

13. UPDATING OF TERMS
marketdojo reserves the right to change these Terms at any time. These will be posted on the Platform and will come into immediate effect. If the Platform is used after such posting then the User will be indicating its agreement to be bound by the new version of these Terms.

14. WAIVER
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

15. SEVERABILITY
If any provision of the Agreement between parties is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions will not be affected.

16. NOTICES
Any notice required to be given pursuant to these Terms or an Agreement between Users shall, unless otherwise stated in these Terms, be in writing, and shall be sent to the other party marked for the attention of the person at the address set out for such party in these Terms or in such Agreement or as otherwise notified by one party to the other in writing. Notices may be sent by first-class mail or email, provided that emails are confirmed within 24 hours by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed emails shall be deemed to have been received instantaneously on transmission, provided that they are confirmed as set out in this Agreement.