Platform ("the Platform"). By clicking the checkbox indicating your acceptance of this Agreement, you
acknowledge that you have read, understood and agreed to be bound by the Terms and Conditions of this
Agreement. This Agreement is subject to change and you will be bound by such changes. If you do not
with these terms and conditions, you must not accept this Agreement and you will not have access or
The Platform gives End Users the opportunity to register in order to participate in EBOXTENDERS'
procurement process ("procurement process") which includes invitation to prequalify ("ITP"),
tender ("ITT"), request for proposal ("RFP") , request for quotation ("RFQ"), and invitations to
both Forward and Reverse Auctions. All ITP, ITT, RFPs and RFQs published by EBOXTENDERS on the
Platform are invitations to treat. This Agreement governs the use of the Platform and its content.
Days - refers to calendar days unless otherwise stated
End User - refers to any person/organization who has registered an account for use of
Platform and any
person authorized to act on behalf of such person/organization.
EBOXTENDERS - refers to EBOXTENDERS LTD.
Party or Parties - means either the End User or EBOXTENDERS individually or both
The Platform - refers to EBOXTENDERS' online procurement platform which is a cloud
access to information regarding EBOXTENDERS' procurement process.
The Platform Content - refers to any information such as guidelines, forms and other
EBOXTENDERS to the End User on the Platform.
Written / in writing - refers to e-mails or any digital documentation delivered via
unless otherwise stated.
Your Content - refers to any information, document, text image, videos or other material
pertains to the
End User which is uploaded by the End User and is available for viewing by the End User and
Changes in Agreement and/or Platform
Changes in this Agreement - EBOXTENDERS reserves the right, in its sole
add or remove any portion of this Agreement, in whole or in part, at any time. You agree to be
via the e-mail address provided on your registered account of any amendments. Your continued use
of your registered account on the Platform shall establish your acceptance of all amendments in
Changes to the Platform - The Platform may be modified, revised or upgraded
to time by
EBOXTENDERS without notice or liability. EBOXTENDERS may change, suspend, or discontinue
any aspects of the Platform at any time, including, but not limited to: Your Content within your
registered account, invitations and requests offered, hours of availability, and equipment or
needed for access or use of the Platform. EBOXTENDERS may also impose limits on certain features
of the Platform and/or restrict your access to parts or the entire Platform without notice or
Use of the Platform; Platform Content; Privacy; Trademarks; intellectual Property Rights
Permissible Use - You and your authorized employees may access, download and
displayed on the Platform under your registered account for internal business use only in
with this Agreement. You may not make derivative works, distribute, or modify or otherwise use
Platform Content for public or non-business purposes without prior written
permission from EBOXTENDERS and its licensors, as applicable.
Access - Access to the Platform is granted in the absolute discretion of
be terminated at any time. You will be required to create your own username and password.
You are responsible for protecting the confidentiality of your username and password for your
account and accept responsibility for all actions which occur under your username and/or
You agree not to disclose or share your username or password with any third parties or use your
username or password for any unauthorized purposes.
You are solely responsible for any liability or damages resulting from any failure to maintain
confidentiality of your username and password. EBOXTENDERS shall not be liable for any losses
that may result from any unauthorized use of your username and password to access the Platform.
You agree to immediately notify EBOXTENDERS at [email protected] if you suspect any
breach of security such as loss, theft or unauthorized disclosure or use of your username or
password. You agree to logout of the Platform at the end of each session.
Confidentiality - You understand that you may receive certain Confidential
Information on the
Platform. "Confidential Information" includes the Platform Content, proprietary rights, and any
information transmitted via the Platform. You agree that you will not disclose Confidential
to any third party. You agree not to use or reproduce such Confidential Information without
written consent of EBOXTENDERS except as otherwise permitted herein. You agree that you will
limit access to Confidential Information to those of your employees who have a need to know such
Confidential Information. You acknowledge that the Confidential Information is sensitive and
breach of this confidential obligation by you will cause continuing and irreparable injury to
EBOXTENDERS and its clients for which monetary damages may not be an adequate remedy. In
the event of a breach of this confidential obligation, EBOXTENDERS and its clients have the
seek injunctive or other equitable relief in addition to any other available legal remedies.
Lawful Use; Platform Content - Your access to and use of the Platform are
laws and regulations of Trinidad and Tobago. You represent and warrant that you will not use the
Platform in any manner or for any purposes that are unlawful or prohibited by this Agreement or
laws of the Republic of Trinidad and Tobago. EBOXTENDERS may immediately suspend or
terminate your access to the Platform if it determines that your use is or may be unlawful.
You may use the Platform only for your own internal and informational purposes as it relates to
You agree to refrain from uploading on the Platform (i) any offensive or unlawful material; (ii)
material unrelated to any requests made by EBOXTENDERS to you; (iii) any material containing any
computer virus, worm, or other malicious code; (iv) any material that infringes another person's
copyright, trade or service mark, patent or other intellectual rights; and (v) any material that
any other laws or regulations including not but limited to those governing export and import
consumer protection, unfair competition, criminal law, antidiscrimination and trade
You agree not to use any device, software or routine to interfere or attempt to interfere with
working of the Platform and the Platform Content.
You hereby grant EBOXTENDERS and its clients' permission to obtain and use Your Content
collected from the Platform in connection with the procurement process.
Data Protection - EBOXTENDERS takes all measures reasonably necessary to
confidentiality and integrity of Your Content on the Platform in accordance with the Data
Act, Chap. 22:04. You understand and agree that Your Content on the Platform may contain
personal information and as such you hereby explicitly and unambiguously consent to the
use and transfer of such information, in electronic or other form by EBOXTENDERS and its
Trademarks - The trademarks, service marks, and logos used and displayed on the
trademarks of EBOXTENDERS and others. No right or license to use any trademark, logo, graphic,
image or other aspect of the Platform is granted to you by this Agreement.
Intellectual Property Rights - Other than Your Content which you have opted to
include on the
Platform, EBOXTENDERS and/or its clients own all rights to the intellectual property and
contained in the Platform, and all such rights are reserved. You are granted a limited license
subject to the restrictions provided in this Agreement for purposes of viewing the material
in the Platform.
With respect to Your Content, by displaying and/or uploading it, you grant EBOXTENDERS a
worldwide, irrevocable, royalty-free licence to use, reproduce, adapt, publish, and distribute it in
Your Content must be your own and must not infringe on any third party's rights. EBOXTENDERS reserves
the right to remove any of Your Content from the Platform at any time, and for any reason, without
agree to indemnify EBOXTENDERS from any third-party legal action in accordance with clause 9 below.
Procurement Process and Amendments
Procurement Process - All responses to ITP, ITTs, RFPs, RFQs and eAuctions must be
on the Platform. A response sent after the closing date and time will not be considered. End Users
are expected to examine all the file attachments published on the Platform, which indicate what
information and documentation must be provided for the respective procurement process. The
accuracy of all information uploaded on the Platform in response to the respective procurement
process is the responsibility of the End User.
You are permitted to submit and upload on the Platform, one (1) single PDF document no larger than
10 MB for any particular part of the procurement process.
Should you experience any technical difficulties when submitting documents on the Platform, you are
to contact EBOXTENDERS' HelpDesk at [email protected] EBOXTENDERS will address any
technical difficulties that are within its control
Amendments to Procurement Process - EBOXTENDERS reserves the right to,
- Suspend and re-open or cancel any part of procurement process,
- Extend the closing date and/or time of any part of the procurement process; or
- Vary or amend the details of any part of the procurement process; at any time prior to the
closing date and time for receipt of response by publication of a notification on the Platform.
EBOXTENDERS will not be held liable for any losses whatsoever incurred by the End User,
for exercising its rights expressed above.
Electronic Payment; Refund or Cancellation
- Payment Platform - EBOXTENDERS uses FAC as the payment platform to process all monetary
transactions on the Platform.
- Payment - To make a payment for any part of the procurement process on the Platform you must
input: (i) the name of the cardholder, (ii) the number of the credit card, and (iii) the card
located at the back of the card. The card information provided is for a one-time only
charge the card, and to obtain the relevant funds in connection with the procurement process.
onus is on you to ensure that your card and transactional information is accurate.
- Card Information Protection - You are required to enter your card information for every payment
transaction as your card information is not stored on the payment platform by EBOXTENDERS or
any of its clients. To secure your card information during the payment process two security
incorporated. A Secure Socket Layer encryption is used along with 3D Secure which adds an extra
level of security for credit card payments. With the use of 3D Secure, you are required to
that you are the cardholder during the payment process.
- Cancellation or Refund - Cancellations and refunds will be considered at EBOXTENDERS'
discretion. To make a cancellation or refund request, you must e-mail EBOXTENDERS at
[email protected] and provide the following information:
- The name of your business,
- The date and time the transaction was made on the Platform,
- Justification/ reason for refund/ cancelation request,
- The payment authorization code and receipt number received after the transaction was
- The last four (4) digits of the credit card used to make the payment, and
- The acknowledgement number for which the payment was made.
Limitations and liability
In no event shall EBOXTENDERS, its agents, licensors, clients or service provides or any other person or
entity involved in creating, promoting, maintaining, hosting or otherwise making available any of
EBOXTENDERS' Content or the Platform, be liable to you or any other person or entity for any indirect,
incidental, special, consequential, punitive, or other such damages, including, without limitation,
lost revenues, even if advised of the possibility of such damages, including but not limited to any
- loss of goodwill, profiles, Your Content or other data or other such losses;
- your use or inability to use the Platform, any unauthorized use of the Platform or any failure of
Platform to function during your use;
- your reliance on Your Content on the Platform;
- damage to your computer equipment or other property on account of your access to or use of the
Platform or downloading of information from the Platform;
- errors or inaccuracies in the Platform Content, technology, or any advertising or other
software, procurement process and related graphics used, viewed or obtained on the Platform; or
- any property loss including damage to your computer or computer system caused by viruses or other
malicious code encountered during your use of the Platform or any third-party website links on
- an event of force majeure that affects the availability and/or performance of the Platform
- breakdown of the Platform for any period of time.
These limitations of liability shall apply regardless of the form of action, whether based in
negligence, strict liability, other tort or otherwise.
End Users agree to indemnify, defend, and hold harmless EBOXTENDERS, its agents, licensors, clients and
service providers and their respective affiliates, employees and agents from and against any and all
actions, demands, liabilities, costs and expenses, including, without limitation, reasonable
resulting from (including your employees and agents or anyone using your user names or passwords):
- breach of any provision of this Agreement, including any warranty you provide herein,
- negligence or intentional misconduct,
- transmission of any viruses, Trojan horses or other harmful bugs or programs, or
- your use of the Platform.
Without limiting the foregoing, you agree to indemnify and hold EBOXTENDERS harmless from any costs or
expenses that EBOXTENDERS may sustain as a result of the any data transfer in breach of any privacy or
data protection laws of the Republic of Trinidad and Tobago or any other country, with respect to any
you placed on the Platform. You hereby release and discharge EBOXTENDERS from all claims, demands,
and causes of action, whether known or unknown, arising out of or related to any unauthorized access
use of the Platform or any information contained or displayed on the Platform.
EBOXTENDERS does not warrant or represent that the Platform and its servers will operate error-free or
uninterrupted, that defects will be corrected, or will be free of viruses and other harmful
the Platform Content will always be accurate, complete, reliable, current or error-free.
To the fullest extent permissible pursuant to applicable law, EBOXTENDERS disclaims all
and warranties of any kind, either express or implied, including, but not limited to, the implied
satisfactory quality, (ii) fitness for a particular purpose, (iii) title, and any warranties arising
dealing, or course of performance of the Platform.
Without limiting the above, EBOXTENDERS shall not be responsible for and specifically disclaim all
obligations whatsoever with respect to your negligence or misuse of the Platform, computer hardware,
party software malfunctions, noncompliant data formats, date input errors, or your failure to follow
or operating instructions provided by EBOXTENDERS. You expressly agree that your use of the Platform,
including all data or content viewed or transmitted on the Platform is at your sole risk.
EBOXTENDERS does not accept responsibility for your non-adherence to the stipulated closing dates and
times expressed in any particular procurement process or any amendments of such. You agree that
EBOXTENDERS shall not be liable for any delays, interruptions, errors or failure that may occur during
use of the Platform that whether or not it is within the control of EBOXTENDERS including force
failure or fluctuation of electrical power, industrial actions and/or disputes, breakdown or other
your technical equipment including software that is used to access the Platform.
Termination by Ceasing Operations - EBOXTENDERS shall not have any ongoing
provide the Platform. Thus, EBOXTENDERS may cease operation of the Platform at any time and
for any reason. Without limiting the foregoing, EBOXTENDERS may cease to provide you access to
the Platform in the event of:
- any dispute or termination of EBOXTENDERS's relationship with you;
- any dispute concerning ownership or control of your account on the Platform;
- use of your account in a manner that EBOXTENDERS, in its sole discretion, considers
improper or unacceptable; or
- any violation of this Agreement.
EBOXTENDERS reserves the right to limit the period of time during which the Platform or
the Platform is available to you. The Platform should not be viewed as your backup,
storage service with respect to any of Your Content or EBOXTENDERS' Content.
- Termination upon Material Breach - Either Party may terminate this Agreement in
the other Party defaults in a material obligation under this Agreement. The Party electing to
Agreement this must provide the defaulting Party with written notice specifying the nature of
breach. The defaulting Party shall have the opportunity, for thirty (30) days from the receipt
written notice, to remedy the breach. If corrective action is not taken within the thirty (30)
access to the Platform shall terminate at the end of the thirty (30) days period without further
- Documentation - Within thirty (30) days of termination for any reason, you shall
destroy all copies
of any content or Confidential Information from the Platform residing on your computers or in
form that are in your possession or control and, if requested by EBOXTENDERS, shall certify the
return or destruction of the same in writing within three (3) business days of such a request.
Independent Contractors - In making and
performing this Agreement, the Parties
are intended to be and shall at all times act as independent contractors, and nothing
contained in this Agreement shall be construed or implied to create an agency,
partnership, or employer and employee relationship between the Parties hereto. At
no time shall either Party make commitments or incur any charges or expenses for
or in the name of the other Party. This Agreement shall not be construed as creating
a partnership, joint venture, agency or employment relationship under the laws of
the Republic of Trinidad and Tobago. This Agreement does not represent or
guarantee that EBOXTENDERS will purchase any goods, products or services
from you or that you will become prequalified under EBOXTENDERS'
- Notices - All notices, requests, demands, and other communications must be
delivered or furnished by electronic mail, unless otherwise provided Notices or
other communications shall be sent to [email protected] and shall be deemed
received upon the sender's receipt of an acknowledgement from the intended
recipient (such as by the "return receipt requested" function, as available, return e-
mail or other written acknowledgment), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such
notice or communication shall be deemed to have been sent at the opening of the
next business day to the recipient. All correspondences must be communicated to
EBOXTENDERS via email address [email protected].
- Entire Agreement - This Agreement embodies the entire agreement and
understanding between the Parties hereto relating to the subject matter hereof and
supersedes any prior agreements and understandings relating to the subject matter
hereof. This Agreement in no way alters the terms of other agreements not relating
to the subject matter hereof between EBOXTENDERS and End Users.
- Assignability - EBOXTENDERS may assign this Agreement and its rights and
obligations hereunder in its sole discretion. You may not assign this Agreement or
the rights or obligations hereunder without the prior written consent from
EBOXTENDERS. A change of control of your business or a sale of substantially
all your business's assets shall constitute an assignment requiring
EBOXTENDERS's prior written consent. You shall provide notice to EBOXTENDERS promptly following
change in control. The term "change in
control" as used in this paragraph refers to a transaction or series of related
transactions in which fifty percent (50%) or more of your voting securities or the
voting securities of your direct or indirect parent are transferred to any person or
group of affiliated persons.
- Severability - If any part or provision of this Agreement is or shall be deemed
violation of any applicable laws, rules or regulations, such invalidity shall not void
this entire Agreement or affect the remaining terms and provisions of this
Agreement, and this Agreement shall be construed and interpreted to comport with
all such laws, rules, or regulations to the maximum extent possible.
- Force Majeure - EBOXTENDERS shall not be liable for any delay in performance
or any failure in performance hereunder caused in whole or in part by reason of
force majeure, which shall be deemed to include the occurrence of any event
beyond the control of EBOXTENDERS, including without limitation war (whether
an actual declaration thereof is made or not), sabotage, insurrection, riot and other
acts of civil disobedience, action of a public enemy, failure or delays in
transportation, laws, regulations or acts of any national, government (or any agency,
subdivision or instrumentality thereof), judicial action, labour dispute, accident,
fire, explosion, flood, storm or other act of God, shortage of labour, fuel, raw
materials, machinery or technical failures.
- Choice of Law - This Agreement shall be deemed to have been made in the
Republic of Trinidad and Tobago, and the validity, interpretation and performance
of this Agreement shall be governed by, and construed in accordance with, the laws
of the Republic of Trinidad and Tobago. You hereby consent and submit without
limitation to the jurisdiction of courts in the Republic of Trinidad and Tobago in
connection with any action arising out of this Agreement, and waive any right to
object to such forum as inconvenient or to object to the venue in Trinidad and
Tobago. You agree that in any action arising out of this Agreement, you will accept
service of process by registered mail or the equivalent directed to your last known
address or by such other means permitted by the courts of the Republic of Trinidad
- Equitable Relief - The Parties acknowledge and agree that any breach of that
Party's obligations hereunder may cause the other Party irreparable injury for which
there are no adequate remedies at law and that the other Party shall be entitled to
equitable relief in addition to other remedies available to it.
- Waivers - The terms of this Agreement may be waived by, and only by, a written
instrument executed by the Party against whom such waiver is sought to be
- Headings; Certain Terms - The headings in this Agreement are inserted merely
for the purpose of convenience and shall not affect the meaning or interpretation of
this Agreement. The words "include", "includes" and "including" do not connote
limitation in any way.
- No Implied Rights or Remedies - Except as otherwise expressly provided herein,
nothing herein expressed or implied is intended or shall be construed to confer upon
or to give any person, firm, or corporation, other than the Parties hereto and their
respective successors and assigns, any rights or remedies under or by reason of this