Terms of use
1. Introduction
1.1. This User Agreement between Statkraft (the Buyer) and the Supplier
governs the access and use of the Statkraft Procurement Platform
(the System) by the Supplier to respond to an invitation from the Buyer to
participate in a procurement exercise.
1.2. The System is provided by BravoSolution UK Ltd, a JAGGAER company and
operated by the Buyer. This User Agreement applies to the
Supplier's and its Supplier Users’ access to and use of the System. The
Supplier acknowledges that by a Supplier User accessing the System
using the user ID and password provided by, or on behalf of the Buyer, the
Supplier agrees to be bound by this User Agreement.
1.3. The Supplier shall only use the System to respond to an invitation to
participate in a procurement exercise in accordance with this User
Agreement and any further rules expressed and presented in the System and by
the Buyer during the procurement exercise. In the event
that there is any conflict between this User Agreement and any such further
rules, then the provisions of such further rules shall take
precedence over this User Agreement.
2. Access
2.1. The Buyer grants to the Supplier access to the System by Supplier Users
for the purpose of responding to any invitation to participate
in a procurement exercise, subject to this User Agreement.
2.2. The Buyer may immediately deny access to the System by the Supplier
and/or one or more Supplier Users by giving notice in writing to
the Supplier if any of the following events occur:
2.2.1. The Supplier commits a material breach of any of its obligations
under this User Agreement; and
2.2.2. The Supplier fails to remedy, or persists in, any breach of any of
its obligations under this User Agreement after having been notified
in writing to remedy or desist such breach within a period of ten (10)
Working Days.
2.3. Without prejudice to any of the Buyer's other rights, the Buyer
reserves the right to suspend access to the System without notice for
technical or legal reasons.
3. Registration
3.1. To be granted access to the System, the Supplier must register each
person which the Supplier wishes to be a Supplier User by
providing the required registration data and specifying a user ID and
password.
3.2. User ID and password are strictly personal to the Supplier User and
non-transferable. The Supplier shall ensure that its Supplier Users
do not divulge or disclose their user ID or password to third parties. In
the event that the Supplier or a Supplier User becomes aware that a
user ID and / or password may have been divulged, disclosed or discovered by
any third party, they shall immediately notify the Helpdesk.
3.3. The Supplier shall designate an individual Supplier User to manage
access to the System by other Supplier Users.
3.4. The Supplier must immediately inform the Helpdesk in the event that a
Supplier User leaves its employment or no longer requires
access to the System. The Buyer retains the right to deactivate a Supplier
User user id and password if there has been no access for a
period of sixty (60) days.
4. Participation in Procurement processes
4.1. The Buyer will send, through the System, an invitation to participate
in a specific procurement exercise to appropriate Suppliers that
have registered and been activated on the System as described in the User
Agreement. Data and information relating to a specific
procurement exercise will be made available to invited Suppliers.
4.2. The Buyer shall configure the System as appropriate for each
procurement exercise. The selected configuration settings for a
procurement exercise shall be displayed on the System for invited Suppliers
to view. The Supplier acknowledges that by one of its Supplier
Users participating in a procurement exercise on the System, the Supplier
agrees to be bound by these configuration settings.
4.3. All material issued by the Buyer through the System in connection with
this procurement shall remain the property of the Buyer and
shall be used only for the purpose of this procurement.
5. Supplier's Obligations
5.1. The Supplier shall ensure that all its Supplier Users comply with this
User Agreement.
5.2. The Supplier shall use all reasonable care and skill in performing its
obligations under this User Agreement.
5.3. The Supplier shall provide its Supplier Users with the equipment and
software needed to access and use the System.
5.4. The Supplier shall provide software to ensure the security of the
System and use best endeavours to protect the System from viruses
when being accessed and used by its Supplier Users.
5.5. The Supplier shall use the System for lawful and proper purposes only
and shall, in any event, comply with all relevant laws,
regulations and Codes of Practice within jurisdiction from which the
Supplier User access the System.
5.6. In particular, the Supplier agrees that it will not:
5.6.1. manipulate any information supplied on the System in a manner that
would lead to inaccurate, misleading or discriminating
presentation of information being displayed;
5.6.2. post, transmit or disseminate any information on or via the System
which is or may be harmful, obscene, defamatory or otherwise
illegal;
5.6.3. use the System in a manner which causes or may cause an infringement
of the rights of any other; and
5.6.4. use any software, routine or device to interfere or attempt to
interfere electronically or manually with the operation or functionality
of the System, including uploading or making available files containing
corrupt data or viruses via whatever means.
5.7. The Supplier agrees that its Supplier Users shall act as authorised
agents for and on behalf of the Supplier in submitting any response
to any invitation to participate in a procurement exercise on the System.
5.8. The Supplier shall be responsible for any unauthorised, false or
fraudulent response to any invitation to participate in a procurement
that is submitted using one of its Supplier Users’ user id and password.
5.9. The Supplier shall keep all information supplied on the System
confidential and not disseminate it to third parties The Supplier
represents and warrants that:
5.9.1. all information it provides will be accurate and complete and shall
accurately represent the Supplier’s capabilities.
5.9.2. it shall have the right, through actual ownership or otherwise, to
provide any product or service that is the subject of any response.
6. General Provisions for the Submission of Responses
6.1. Suppliers are expected to examine all of the file attachments published
in the System, which indicate what information must be
provided.
6.2. All responses to any invitation to participate in a procurement
exercise must be submitted through the System by the closing date and
time as specified on the System.
6.3. Responses may be submitted through the System at any time up to the
closing date and time as specified on the System.
6.4. Suppliers shall be entitled to submit one or more responses prior to
the closing date and time. It is understood that the last response
submitted prior to the closing date and time shall be the response that is
considered by the Buyer in the evaluation and award process.
6.5. In the case of discrepancies, the last response (in accordance with the
provisions of paragraph 6.4) submitted through the System shall
prevail over the contents of a file, attachments and other documents made
available by the Supplier during the procurement.
6.6. Responses will be opened by the Buyer in accordance with the opening
procedures specified on the System for each procurement
exercise.
7. Specific Provisions for Auctions
7.1. In the event of an Auction being conducted the Supplier acknowledges
and accepts that the responses received in earlier stages of the
procurement exercise may represent, upon the Buyer’s decision and following
a notification to Suppliers, the initial bid by each Supplier in
the Auction.
7.2. The Buyer shall be entitled to set an opening price and a reserve price
for an Auction.
7.3. The configuration settings for the Auction as defined by the Buyer
shall determine the closing time for each Auction. The selected
configuration settings for an Auction will be displayed on the System for
Suppliers to view prior to the Auction.
7.4. All bids entered during an Auction are irrevocable except to the
limited extent provided for in this Clause. Bids may be revoked by the
Supplier only if the Supplier notifies the Buyer immediately after the bid
has been entered and then only if the bid revocation is accepted by
the Buyer. If the Buyer does not agree to the bid revocation in such case,
the bid will become binding in accordance with these participation
rules.
7.5. The Buyer is not obliged to accept the lowest bid or any bid made
during an Auction.
8. Amendments to a procurement exercise
8.1. The Supplier acknowledges that:
8.1.1 the Buyer reserves the right to:
8.1.1.1 suspend and re-open or cancel a procurement exercise or extend the
closing date and time; and/or
8.1.1.2 vary or amend the details of a procurement exercise,
at any time prior to the closing date and time for receipt of response by
publication of a notification through the System and without
incurring any liability whatsoever; and
8.1.2 in the event of a suspension and subsequent re-opening of a
procurement exercise, the procurement exercise will resume on the
basis of the last response recorded by the Supplier through the System
unless otherwise stated in the procurement exercise.
9. Intellectual Property Rights
9.1. All Intellectual Property Rights in the System are owned by, or are
under licence to, the Buyer.
9.2. The Supplier and its Supplier Users shall have no Intellectual Property
Rights in the System, nor shall it have any rights to copy, adapt,
modify or interfere with the System.
9.3. The System may include the Buyer's logo and/or trade mark. The Supplier
acknowledges that it may not copy, use, or mask the Buyer's
logo and/or trade marks which appear on the System without the prior consent
of the Buyer.
10. Data Protection
10.1. In its use and access of the System, the Supplier shall comply with
data protection laws, rules and regulations (including, without
limitation, the General Data Protection Regulation (EU) 2016/679 of 04 April
2016 and/or any applicable national data protection laws) the
Supplier is responsible for not sharing or otherwise making available data
not necessary for performing services or taking part in a
procurement process. Furthermore, it shall not do, cause or permit to be
done anything which may result in a breach by Buyer.
10.2. Buyer, will collect, hold and use personal data obtained from and
about the Supplier Users pursuant to paragraph 3.1. The Supplier
agrees to such data being collected, held and used in accordance with this
User Agreement and its obligations under applicable data
protection laws, rules and regulations.
11. Limitation of Liability
11.1. In no event shall the Buyer be liable to the Supplier for any direct
loss, indirect loss or damages incurred by the Supplier arising from
the use of the System caused by:
11.1.1. An event that affects the availability and/or performance of the
System;
11.1.2. Incorrect use by Supplier Users of the System;
11.1.3. Connectivity failures in respect of the equipment used by the
Supplier Users;
11.1.4. Breakdown of the System.
11.2. The Supplier acknowledges and accepts that:
11.2.1. The Buyer reserves the right to interrupt and/or suspend the
availability of the System and/or revoke access at any time without
incurring any liability;
11.2.2. The Buyer provides the System on an ‘as is’ basis and ‘as available’
basis without any warranty of any kind;
11.2.3. The Buyer does not accept any liability for any information or links
on the System that may refer Supplier Users to external sources
outside of the Buyer’s reasonable control.
11.3. The Supplier will indemnify the Buyer in full against all claims,
demands, actions or proceedings (including legal and other
professional advisers fees) made by any third party arising out of or in
relation to the Supplier's breach of its obligations under this User
Agreement.
12. Rights of Third Parties
12.1. This User Agreement shall not create any rights that shall be
enforceable by anyone other than the Buyer and the Supplier, except
that the rights specified in Clause 11.2 may be enforced by BravoSolution UK
Ltd., a JAGGAER company.
13. Amendments to User Agreement
13.1. Subject to Clauses 14.2 and 14.3, the Supplier acknowledges that the
Buyer reserves the right to vary or amend this User Agreement
by publication of a notification or message on the System or through an
email or letter to the Supplier, using the email address or postal
address referred to in Clauses 15.1.1 and 15.1.3 respectively.
13.2. The Supplier’s continued use of the System shall represent its
unconditional acceptance of the amendments in its entirety.
13.3. The Supplier shall be entitled to terminate this User Agreement with
immediate effect in the event that notice is given pursuant to
Clause 14.1.
14. General
14.1. The waiver by either party of any breach of this User Agreement shall
not prevent the subsequent enforcement of that provision and
shall not be deemed to be a waiver of any subsequent breach of that or any
other provision.
14.2. If at any time any part of this User Agreement is held to be or
becomes void or otherwise unenforceable for any reason under any
applicable law, the same shall be deemed omitted from this User Agreement
and the validity and/or enforceability of the remaining
provisions of this User Agreement shall not in any way be affected or
impaired as a result of that omission.
14.3. Nothing contained in these Participation Rules shall be taken as
constituting:
14.3.1. a contract, including any collateral contract, or any contractual
term between the Buyer and any other party as to the procurement
of any goods, services or works, including any potential service provider;
or
14.3.2. any representation by or on behalf of the Buyer.
14.4. The Buyer shall not be committed to any course of action as a result
of:
14.4.1. issuing any invitation to participate in a procurement exercise;
14.4.2. an invitation to submit any proposal in respect of a procurement
exercise;
14.4.3. communicating with a Supplier in respect of this procurement
exercise; or
14.4.4. any other communication between the Buyer and any other party.
14.4.5. The Supplier accepts and acknowledges that the Buyer shall not
accept any liability for any costs or expenses incurred by a Supplier
responding to any invitation to participate in a procurement exercise.
14.5. The Buyer and the Supplier acknowledge that, for the entire duration
of the procurement exercise, any dates and times shall be those
displayed on the System.
14.6. The Supplier acknowledges that the system will not allow it to view
the identity of the other Suppliers during a procurement exercise.
14.7. The waiver by either party of any breach of these Participation Rules
shall not prevent the subsequent enforcement of that provision
and shall not be deemed to be a waiver of any subsequent breach of that or
any other provision.
14.8. The terms and expressions set out in clause 19 shall have the meanings
ascribed therein.
15. Notices
15.1. All communications given under this User Agreement shall be in writing
and shall be:
15.1.1. served to the Supplier, via e-mail, to the e-mail address the
Supplier has given upon registration or through the messaging facility
available on the System; or
15.1.2. served to the Buyer through the messaging facility available on the
System; and
15.1.3. deemed to be received by the addressee on the same day as sending
such e-mail.
16. Law and Jurisdiction
16.1. This User Agreement and any dispute or claim arising out of or in
connection with them shall be governed by and resolved in
accordance with the laws of England and Wales.
17. Interpretations
17.1. The headings to clauses are inserted for convenience only and shall
not affect the interpretation or construction of this User
Agreement.
17.2. Words imparting the singular shall include the plural and vice versa.
Words imparting a gender include every gender and references
to persons include an individual, company, corporation, firm or partnership.
17.3. The words and phrases "other", "including" and "in particular" shall
not limit the generality of any preceding words or be construed as
being limited to the same class as any preceding words where a wider
construction is possible.
17.4. References to any statute or statutory provision shall include (i) any
subordinate legislation made under it, (ii) any provision which it
has modified or re-enacted (whether with or without modification), and (iii)
any provision which subsequently supersedes it or re-enacts it
(whether with or without modification).
17.5. All references in this User Agreement to Clauses are to the clauses to
this User Agreement and references to Sections are to sections
of this User Agreement unless otherwise stated.
18. Definitions
“Auction” means a type of procurement exercise conducted on the System where
suppliers submit bids simultaneously
“Helpdesk” means the facility provided by BravoSolution UK Ltd, a JAGGAER
company to handle support queries and issues raised by
Supplier Users.
“Intellectual Property” means any patent, copyright, database right, moral
right, design right (whether registered or unregistered), trade
mark, service mark, domain name, know-how, utility model, unregistered
design or, where relevant, any application for any such right, or
other industrial or intellectual property right.
“Supplier” means an organisation that has indicated its acceptance to be
bound by this User Agreement.
“Supplier User” means an individual representing the Supplier that has
registered and been provided with access to the System.
“System” means the Statkraft procurement platform System provided for
Suppliers to participate in procurement exercises.
“Working Days” means 09:00-17:00 Monday to Friday in the United Kingdom and
excluding Bank Holidays