Terms of Selling / Service (TOS)
This document is a legally binding agreement between you and CollectiveSpend in relation to your access and use of the CollectiveSpend Marketplace as a Supplier. Please read these Terms carefully before using CollectiveSpend. By using the website and/or related applications, you agree to be bound by these Terms and note that your organization has/ will have in place a contract agreement namely the “SUPPLIER BUSINESS AGREEMENT” terms and these Contract terms govern the Contract relationship between CollectiveSpend and your organization and will superseded any term noted in this TOS should the need to rely on the terms be requested by either party or legal entity.
These are the terms and conditions pertaining to the Selling / Service provided by you (the Supplier) within and through the CollectiveSpend Marketplace and is provided in conjunction with the signed Supplier Business Agreement between You, Your Organization and CollectiveSpend FZE and/or its affiliates ("CollectiveSpend") regarding the use the CollectiveSpend Marketplace and/or any mobile applications to sell your products.
CollectiveSpend may update this TOS at any time. Any changes to this TOS will be posted on this page. Once posted, the new TOS will be effective immediately. By continuing to access the CollectiveSpend Marketplace or use its services, you will be considered to have accepted the updated TOS.
1. Supplier Use of CollectiveSpend Marketplace
1.1 Starting on sign off by your organization on the “SUPPLIER BUSINESS AGREEMENT”, a commission will be charged for each transaction per the commission structure set out and detailed in the “SUPPLIER BUSINESS AGREEMENT” as signed between your organization and CollectiveSpend.
1.2 Your eligibility to register as a Supplier and the creation of your account is described in the TOS.
1.3 A Supplier account will have the following core features (which may be added to or modified, or suspended for maintenance purposes, from time to time at the sole discretion of CollectiveSpend):
- Company Profile: allows each Supplier to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
- Products and/or Services : allows each Supplier to display and edit descriptions, specifications and images, pricing etc.
1.4 CollectiveSpend has the right to change, upgrade, modify, limit or suspend any functionalities or applications, at any time, temporarily or permanently, without prior notice.
2. Supplier Responsibilities
2.1 You represent and agree that:
- you have full power and authority to accept the Terms and to fulfill your obligations under these terms;
- By accessing or using the CollectiveSpend Marketplace Platform, you accept the risks of conducting any transaction and related areas and note transactions carried out are legally binding on your organization.
- the information and documents submitted during the registration process are true, accurate, current and complete, and you will maintain and update all information and documents to keep them so while your CollectiveSpend Marketplace user account is active;
- you and your organization are solely responsible for obtaining all required licenses, permits and certifications for the Content that that you submit, post or display;
- any content that you submit, post or display is not counterfeit or stolen and does not otherwise violate any of the copyright, patent, trademark, trade name, trade secrets or any rights of any third party.
- you and your organization have the right and authority to sell, trade, distribute or export the products listed on CollectiveSpend Marketplace, and the listing of these products does not violate any third-party rights (for example, exclusive agency or distribution agreements); and
- Neither you, your company, its directors and officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or jurisdiction.
2.2 You further agree that the Content that you submit, post or display will:
- be true, accurate, complete and legal.
- not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable
- not contain information that is discriminatory or promotes discrimination
- not violate the Product Listing Policy (for Suppliers) ,the Terms or any other additional agreements with CollectiveSpend.
- not violate any applicable laws and regulations or promote any activities which may violate them; and
- not post any link directly or indirectly to other websites which include Content that violates the Terms.
2.3 Additionally, you agree that you will:
- carry on activities on the CollectiveSpend Marketplace in compliance with any applicable laws and regulations
- conduct your business transactions with CollectiveSpend Suppliers in good faith;
- carry on your activities according to these Terms, and any other applicable agreements;
- upload all requested data for every transaction to the CollectiveSpend Marketplace platform;
- not use CollectiveSpend or CollectiveSpend Marketplace to defraud any person or entity;
- not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
- not manipulate feedback through multiple user accounts or third parties by leaving positive feedback for yourself or unjustified negative feedback for another user;
- not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through CollectiveSpend Marketplace for any purpose;
- not engage in spamming, phishing or spreading viruses;
- not use CollectiveSpend Marketplace solely to collect information about other users;
- agree and undertakes that, you shall not have direct business relationship with the CollectiveSpend Marketplace Member Clients that bypasses CollectiveSpend while in the signed Agreement that is shared with your company.
- not use information provided to you during the course of a transaction on CollectiveSpend Marketplace to solicit additional sales offline; and
- not engage in any activities that would create liability for CollectiveSpend or CollectiveSpend Marketplace.
2.4 In its sole discretion, CollectiveSpend has the right to remove a posting or listing or suspend or terminate any account or use of Supplier Services, if it learns of a violation or suspected violation of any of the points under Clauses 2.1-2.3, or for any reason it considers appropriate. CollectiveSpend will not be liable for compensation or damages to the Supplier.
3. Transactions Between Buyers and Suppliers
3.1 Through its website and related applications, CollectiveSpend provides a platform for Corporate Organizations and its buyers and Suppliers to interact with one another on a private closed protocol platform for the sale and purchase of products and/or Services. CollectiveSpend does not represent either Member Client or Suppliers in any transaction and is not a party to any agreement between them unless agreement is formed between the parties.
3.2 Buyers and Suppliers must agree on and create their own contractual terms and note that the order details of each transaction will be contained in the CollectiveSpend Marketplace platform.
3.3 CollectiveSpend does not control and is not responsible for the quality, legality, safety, or availability of the products offered for sale on the CollectiveSpend Marketplace, the ability of Suppliers to complete a sale or the ability of Member Client to complete a purchase. Suppliers must provide the level of warranty / guarantee on their products / services.
3.4 By accessing or using The CollectiveSpend Marketplace, you accept the risks of conducting any transaction, as well as any related activities, such as storage, shipment and delivery and return of products.
3.5 CollectiveSpend is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of products which are unavailable, damaged or not delivered.
3.6 CollectiveSpend may, but is not required to, mediate or attempt to resolve any dispute or disagreement between buyers and Suppliers, but will not be responsible for the resolution of such dispute.
3.7 Please Contact Us to report any issues or violations of these Terms.
4. Transaction Processing, Invoicing, Taxes and Payment of Sales Proceeds
4.1 All Transaction Processing, Invoicing, Taxes and Payment of Sales Proceeds and required terms will be as agreed and signed by your organization on the “SUPPLIER BUSINESS AGREEMENT” and enforced as such.
5. Third-Party Sites or Services
5.1 Collectivespend may give you access to third-party sites or services through hyperlinks, API or other means. You should review the third-party terms and conditions (if any), as ColectiveSpend has no control over and does not monitor such sites. CollectiveSpend will not be liable to you for the content of these sites or your use of them.
5.2 CollectiveSpend may offer you third-party services, such as payment gateways, supply chain finance solutions and/or delivery services. These services may be subject to a separate agreement between you and the service provider. Under no circumstances will CollectiveSpend be liable to you for the use of such services.
5.3 Third-party services may be subject to separate fees. Your organization will be informed of such fees prior to the performance of the services and these fees will be included in such invoices provided.
6.1 The Supplier warrants that all Products and/or Services supplied to Member Clients of CollectiveSpend
- a) are new;
- b) are of merchantable quality;
- c) are free from defects;
- d) are fit for their intended purpose;
- e) are of good material and workmanship;
- f) that it has clear title to the Products and
- g) that the Products are delivered free of liens or encumbrances.
7.1 Supplier shall indemnify and hold harmless CollectiveSpend, its directors, officers and employees against any and all liability, loss, damages, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s fees) arising out of or incurred by CollectiveSpend its directors, officers and employees:
- as a result of any breach or violation by Supplier or its authorized representative or others acting on its behalf of any obligation, covenant, representation or warranty of Supplier set forth in this Agreement,
- for infringement or claim of infringement of any claimed Intellectual Right (Trademark, Design Right, Copyrights, Patent rights or any other Intellectual right) relating to the Supplier Products and/or Services, or
- based upon losses, claims, death, damages or liabilities resulting from the design, manufacture, and/or operation of any Supplier’s Products, or from the failure of any such Supplier’s Products and/or Services to satisfy any warranties (whether expressed or implied, if any) or from any defect in the Supplier’s Products and/or Services.
8.1 The services provided by CollectiveSpend and the products displayed on The CollectiveSpend Marketplace are provided “as is”, “as available” and “with all faults”, and any and all warranties are excluded.
8.2 You agree to defend CollectiveSpend, our affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from
- your violation of any applicable laws or this Agreement;
- use of The CollectiveSpend Marketplace or its services (or third-party services or sites offered through CollectiveSpend);
- your products, including the offer, sale, refund, cancellation, return, or adjustments;
- your taxes or the collection, payment, or failure to collect or pay your taxes, or the failure to meet tax registration obligations or duties; or
- actual or alleged breach of any representations you have made. You agree to fully compensate CollectiveSpend for such losses.
8.3 CollectiveSpend has the right to take control of any legal matter subject to Clause 6.2.
8.4 Collectivespend will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from your use of the CollectiveSpend Marketplace, or any third-party services or sites offered through CollectiveSpend and the CollectiveSpend Marketplace.
8.5 Regardless of the above clauses, the total liability of CollectiveSpend, our employees, agents, affiliates or representatives for any or all your claims during any calendar year is limited to USD $100.
8.6 The above clauses will apply whether or not CollectiveSpend has been advised of, or should have been aware of, the possibility of any losses.
9. Cooperation with Authorities
9.1 CollectiveSpend has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, CollectiveSpend may disclose a user's identity and contact information regarding a user's account, transactions or activities carried on the CollectiveSpend Marketplace. CollectiveSpend will not be liable for damages due to such disclosure, and you agree not to bring any claim against CollectiveSpend for the disclosure.
10. Force Majeure
10.1 Neither you nor CollectiveSpend will be liable for failing to fulfill any obligation under these Terms that result from circumstances beyond either party’s reasonable control, such as natural disasters, pandemics or war.
11. Intellectual Property
11.1 “CollectiveSpend” and its related logos and words on the CollectiveSpend Marketplace are registered trademarks of CollectiveSpend and are protected by international trademark and other intellectual property rights and laws. CollectiveSpend’s trademarks may not be used in connection with any service or products that other than CollectiveSpend’s, without its written consent. All other trademarks not owned by CollectiveSpend that appear on the CollectiveSpend Marketplace are the property of their respective owners, who may or may not be affiliated with CollectiveSpend.
11.2 CollectiveSpend is the sole owner or lawful licensee of all the rights and interests in the CollectiveSpend Marketplace and its content. The CollectiveSpend Marketplace and its content contain trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the the CollectiveSpend Marketplace and its Content belong to CollectiveSpend. All other rights are reserved.
11.3 If you believe that any Content on the CollectiveSpend Marketplace violates your intellectual property or other third-party rights, please email email@example.com
12.1 Any notice or communication given under this Agreement shall be legally binding if sent in writing to the addresses given herein, whether by registered mail, email, facsimile, courier or delivered by hand against signature.
12.2 A notice will be taken to be duly given and received
- a) if delivered by hand, when delivered;
- b) if delivered by registered mail, email or courier, on the seventh business day after the date of dispatch.
- c) All legal notices or demands on a Supplier will be delivered to the last known email address provided to CollectiveSpend, unless otherwise required by specific laws or regulations.
- d) if delivered by facsimile, upon completion of transmission and receipt by the sender of the appropriate transmission report.
12.3 All notices or demands to CollectiveSpend must be made in writing and sent personally, by courier or by email to:
COLLECTIVESPEND TECHNOLOGY FZE,
Dubai Silicon Oasis Authority,
United Arab Emirates
12.4 All legal notices or demands on a user will be delivered to the last known email address provided on the CollectiveSpend Marketplace, unless otherwise required by specific laws or regulations.
13. General Clauses
13.1 These Terms represent the agreement between you as the Supplier and CollectiveSpend as to your use of the website. The “SUPPLIER BUSINESS AGREEMENT” represents the entire agreement between your organization and CollectiveSpend for the contractual agreement between the two parties.
13.2 These Terms do not create an agency, partnership, joint venture, employment or franchise relationship between you and CollectiveSpend. Only the “SUPPLIER BUSINESS AGREEMENT” terms as signed by your organization govern partnership.
13.3 If any clause of these Terms is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable.
13.4 If CollectiveSpend does not enforce its rights or act against any breach by you under the Terms, it does not mean that CollectiveSpend is waiving its rights to enforce actions against you in the future.
13.5 CollectiveSpend has the right to assign the Terms to any person or entity. You may not assign these terms to any person or entity, without written consent from CollectiveSpend.
13.6 These Terms shall be deemed to have been made, executed, delivered and interpreted -:
- in accordance with the laws in force in the Emirate of Dubai and the Federal laws of the United Arab Emirates. The parties hereby submit to the exclusive jurisdiction of the competent courts of Dubai, UAE.
- Any Dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and if not resolved amicably, such Dispute shall be referred to and finally resolved by arbitration in DIFC court in accordance with the rules promulgated by the London Court of International Arbitration (“LCIA”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. Additionally, for claims up to the amount of UAE Dirhams One Million (AED 1,000,000) (USD $272,000). For disputes that do not qualify for determination through the SCT, the Courts of the DIFC will have exclusive jurisdiction to settle such dispute.
- It is hereby agreed that there shall be one arbitrator to be appointed by the Chairman of LCIA in accordance with the said rules, the language of the arbitration shall be English, the seat shall be Dubai, the award shall be in writing and the award shall be final and binding upon the Parties and judgement thereon may be entered in any court having jurisdiction for its enforcement.
14. Additional Software Terms
The following terms apply to any software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with CollectiveSpend and/or the CollectiveSpend Marketplace Services (the "CollectiveSpend Marketplace Software").
14.1 Use of the CollectiveSpend Marketplace Software. You may use CollectiveSpend Marketplace Software solely for purposes of enabling you to use the CollectiveSpend Marketplace Services as provided by CollectiveSpend, and as permitted by these Conditions of Use and any Service Terms. You may not incorporate any portion of the CollectiveSpend Marketplace Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the CollectiveSpend Marketplace Software in whole or in part, unless with the sole agreement of CollectiveSpend. All software used in any CollectiveSpend Marketplace Service is the property of CollectiveSpend or its software Suppliers and is protected by international copyright laws.
14.3 No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the CollectiveSpend Marketplace Software, whether in whole or in part.
14.5 Updates. We may offer automatic or manual updates to the CollectiveSpend Marketplace Software at any time and without notice to you.
14.6 Conflicts. In the event of any conflict between these Conditions of Use and any other CollectiveSpend or third-party terms applicable to any portion of CollectiveSpend Marketplace Software, such as source license terms, such other terms will control as to that portion of the CollectiveSpend Marketplace Software and to the extent of the conflict.
15. Transfer of Ownership and Risk
15.1 Ownership and risks of/to the Asset shall pass to Client upon payment of the Asset by the Client to the CollectiveSpend and/or the Supplier i.e. when the Client provides full payment of Purchase Price to CollectiveSpend and/or Supplier bank account.
15.2 Supplier shall transfer an unencumbered title to the Asset and indemnifies Client against all liens, charges or encumbrances with respect to the Asset sold, other than resulting from any act or omission by Client.
15.3 Notwithstanding Article 4.1 above, the Supplier shall hold the Asset as bailee or trustee pending delivery and/or collection of the Asset by the Client and full payment by the Client to CollectiveSpend and/or Supplier.
If you have any questions regarding these Terms, please Contact Us .
*** By accepting these terms the User fully agrees that the terms in the agreed and signed “SUPPLIER BUSINESS AGREEMENT” will supersede any or all terms where a conflict is in place.***