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TERMS AND CONDITIONS FOR THE USE OF PORTUM SUPPLIER DATABASE BY BIDDERS
TERMS AND CONDITIONS FOR THE USE OF PORTUM SUPPLIER DATABASE BY BIDDERS

§1 GENERAL PROVISIONS

(1) The electronic Supplier Database on the Internet operated by Portum (hereinafter referred to as ‘Supplier Database’) is an information platform on the Internet that allows interested parties (hereinafter referred to as ‘Initiators’) to allocate suitable suppliers of products and services (hereinafter referred to as ‘Bidders’) within the framework of usage of Portum Enterprise Sourcing Cockpits (hereinafter referred to as ‘ESC’). The Usage of the ESC is regulated by separate terms and conditions and is not form part of these Terms and Conditions for the use of Portum Supplier Database by Bidders (hereinafter referred to as ‘Terms and Conditions’ or ‘Rules and Procedures’). Within these Terms and Conditions Initiators and bidders are hereafter also referred to as ‘Users’.

(2) Bidder data is placed and maintained in the Supplier Database by the Bidder (hereinafter referred to as ‘Usage’) according to these Terms and Conditions. Usage of the Supplier Database by the Initiators is subject to the terms and conditions of Portum Supplier Database by Initiators, which are no part of these Terms and Conditions.

3) These Terms and Conditions apply in their entirety to the relationship between Portum on the one hand and each individual bidder who registers in the Supplier Database on the other. These conditions do not apply to relationships between the Users or to relationships between Portum and the Initiators. No other conditions, in particular the User’s terms and conditions are applicable in the relationship with Portum, even where there is no express objection on Portum’s behalf. 

(4) Bidders can currently access the Supplier Database via the Portum website at www.portum.com.

(5) Bidders are obliged to make use of the services and Supplier Database functions only in accordance with these Terms and Conditions.


§ 2 MODE OF OPERATION OF THE SUPPLIER DATABASE

By means of the Supplier Database, Bidders have the opportunity to make available certain personal and company related data, including the companies UNSPSC classifications. The Supplier Database is accessible by Initiators who use the Portum ESC technology in order to execute tenders and auctions. The Supplier Database gives the Initiators the possibility to invite the Bidders that are stored in the Supplier Database to participate in tenders and auctions on the ESC. Furthermore, Portum reserves the right to make the Supplier Database available to companies that have not been clents so far.


§ 3 PROVISION BY PORTUM

(1) Portum shall, within the framework of these Terms and Conditions , grant the Bidder the simple, non-transferable right to use the online access for the term of the agreement in order to registrar, modify, maintain and delete his own data within the scope of the Supplier Database.

(2) Portum shall not be obliged to provide services within the framework of this agreement insofar as these services become impossible for Portum or its vicarious agents due to force majeure such as industrial action, environmental disasters, war or similar comparable unforeseen circumstances that lie outside the area of responsibility of Portum. 


§ 4 PREREQUISITES FOR ACCEPTANCE - DURATION

(1) Approval of the Bidder by Portum is a prerequisite for admission to the Supplier Database. The Bidder shall not have any entitlement for admission to the Supplier Database, in order to place his data in the Supplier Database or in order to use the Supplier Database.

(2) The Bidder shall apply for admission to set up his data in the Supplier Database by means of completing in its entirety the online registration form provided on the Portum website www.portum.com. The Bidder shall fill in all registration data correctly and completely; changes to the data must be entered without delay. The acceptance by Portum of the application of admission shall only become effective, once the Bidder has been supplied with a unique password to be used by the Bidder to log on to the Supplier Database. To this extent, the Bidder hereby waives the express acceptance of admission to the Supplier Database by Portum. 

3) Portum will generate a unique password for each Bidder. Passwords shall be treated strictly confidentially and may not be made available for use to third parties by the Bidder who has registered the Bidder data in the Supplier Database. Employees of the Bidder must themselves register as Bidders. Should the Bidder have a reason to believe that a third party has been informed of the password, he shall inform Portum accordingly without delay and shall immediately change the password.

(4) The Bidder is obliged to enter at his registration the UNSPSC numbers of his company for the products and services he would like to be registered. UNSPSC represents an open and global multi-sector standard for the efficient and accurate classification of products and services. The UNSPSC numbers help to set a standard for the exchange of information between Bidders and Initiators; this standard enables each Bidder to be assigned a number depending on the type of products and services he distributes. For further information visit www.unspsc.com.

(5) Admission to the Supplier Database leads to a usage agreement between Portum and the Bidder according to the conditions as outlined in these Terms and Conditions for a period of six months at no cost for the Bidder. Insofar as the parties have not entered into another agreement, registration and maintenance of the Bidder data by the Bidder in the Supplier Database shall be at no charge.

(6) Prior to expiration of the usage period, Portum shall request the Bidder by e-mail to confirm his data, entered in the Supplier Database and to update these data if necessary. In the event that the Bidder confirms or updates his data, the usage agreement between Portum and the Bidder shall be extended for a further six months from the date of the last modification. Should the Bidder not respond to the request within the before mentioned period, the usage agreement between the parties ends, and Portum reserves the right to set the data of the Bidder to an ‘inactive’ mode such that the data is no longer accessible and visible to Initiators in the Supplier Database. In the event of the Bidder not confirming his data in the Supplier Database within three months thereafter, Portum irrevocably deletes the  data of the Bidder from the Supplier Database. Where the Bidder confirms the data within the ‘inactive’ mode period the Bidder data shall once again be switched to active for a period of six months.

(7) The right to cancel the agreement for compelling reasons by either party shall remain unaffected.

(8) All rights for Usage of the Supplier Database by the Bidder shall cease on termination of the usage agreement. Portum shall block all access to the Supplier Database for the Bidder.

(9) In case of justified doubts as to the power of representation, the correctness or completeness of the data provided by the Bidder or the legal existence of the Bidder and where the Bidder fails to allay these doubts immediately at his own expense on request from Portum by providing suitable proof, Portum shall be entitled at any time to withdraw admission rights to the Supplier Database for a Bidder. 


§ 5 ADDITIONAL DUTIES OF THE BIDDER

(1)  The Bidder himself shall be obliged to provide the necessary equipment and technology for Usage of the Supplier Database. This shall apply particularly to all required devices, data transfer circuits, telecommunication services, the acquisition of browsers and the use of encryption procedures. Costs arising herefrom shall be carried by the Bidder himself.

(2) With the admission to the Supplier Database the Bidder assumes a guarantee in respect of Portum and all other Users that the provided data are in compliance with the necessary data protection requirements, and therefore shall exempt Portum from any claims - including those under public law. 

(3) The Bidder shall be prohibited from entering impermissible data in the Supplier Database. Impermissible data is that of a nature that is illegal, particularly that contradict to the provisions of criminal law, public morality, copyright, patents, trademarks, commercial secrets or other industrial property rights, personal rights, data protection rights or competitive rights of third parties.

§ 6 RIGHTS OF PORTUM

(1) Portum shall be entitled, but not obliged, to check the data required for registration of the Bidder by means of investigation with the Bidder himself or with third parties. Portum shall be entitled to refuse registration on objectively demonstrable grounds, in particular where the Bidder has entered false or misleading registration data. 

(2) Portum shall have the right to use the company profile, business data, trademarks and designations for purposes necessary to fulfil the contract, for the duration of this usage agreement. This shall apply in particular to the reproduction, translation, transfer and use of data and information by its customers or third parties. Domain names, textual and design marks as well as trade names of Portum are protected by law. All other marks or designations appearing in Portum services are not the intellectual property of Portum. The rights of the owners in each case are reserved. Portum reserves all ownership and Usage rights for the present and future organisation of the Supplier Database services and the Portum web site.

(3) Portum shall block illegal content as soon as positive knowledge of this has been acquired.

(4) Portum shall be entitled to prevent Bidders from accessing the Supplier Database on a temporary or permanent basis where Bidders are in breach of their duties as agreed to in these Terms and Conditions, despite having received written warning of this breach. In the event of a breach of duty, Portum may block the Bidder data from being accessed by other Users immediately after acquiring positive knowledge of this breach of duty. 


§ 7 DATA PROTECTION

(1) Portum points out that the Internet is not a hierarchical data network, but is composed of many individual networks and computers that are operated by independent third parties such as Internet service providers and telecommunication networks. Consequently, Portum has no influence on data transmission via the Internet and assumes no responsibility whatsoever for the availability, reliability or quality of telecommunication networks, data networks or technical equipment of third parties or for transmission failures, modifications or deletions of data to be transmitted in telecommunication networks or third parties’ systems.

(2) Portum shall adhere to the valid European, national and regional data protection regulations. Portum shall be obliged to record, process or use as little personal data as possible, and to make use of anonymity and pseudonyms for data (principle of data avoidance and data economy). When this usage agreement and the registration are concluded, the Bidder shall allow Portum to collect, process, use and provide to other Users and companies the Bidder data within the framework of the Supplier Database that is exclusively necessary for the fulfilment of the purpose of this agreement. Where the Bidder refuses to consent to this according to clause 1 of this paragraph, he shall not have admission to the Supplier Database. 

(3) The Bidder shall at all times have the right and the opportunity to view the data that he makes available, to modify it, or to request Portum to delete or block it. Where the Bidder requests that his data be deleted or blocked, the usage agreement between Portum and the Bidder shall lapse.


§ 8 LIABILITY

(1) Portum shall be liable without restriction for wilful damage or damage caused by negligence from injury to life or limb or health as well as in cases of non-fulfilment of a guarantee. Otherwise, Portum’s liability shall be restricted to damages caused by wilful or gross negligence, irrespective of the legal reason, or caused by the breach of a substantial contractual obligation or material contractual duty.

(2) In case of a minor breach of a substantial contractual obligation or material contractual duty, Portum’s liability shall be limited to typically foreseeable damages. In the case of damages caused by gross negligence of a simple vicarious agent, Portum’s liability shall be limited to typically foreseeable damages. 

(3) Portum shall not be liable for damages, delays or service impediments on the part of the Bidder that are outside Portum’s area of responsibility. Moreover, Portum shall only be liable for loss of data and programs and their restoration within the framework of the above mentioned liability regulations and only insofar as this loss could not have been avoided by appropriate precautionary measures by the Bidder, in particular creating daily backups of all data and programs.

(4) Bidders shall be fully responsible for the content of information and data placed in the Supplier Database. Every Bidder guarantees that he will not:

 use or transfer technical inventions, software or other data or to execute applications or to place content in the Supplier Database that contains computer viruses or is otherwise suitable for adversely influencing, modifying or destroying technical inventions, software or other data of Portum or other Users
 make use of technical inventions or software, or place content in the Supplier Database, by means of which copyrights, trademarks, commercial property rights or other rights of Portum, other Users or third parties will be damaged
 place content in the Supplier Database or refer to information (possibly by means of a hyperlink) that is illegal or contrary to public morality or is apt to damage the reputation of Portum, other Users or third parties.

(5) Where a claim is raised against Portum by other Users or third parties on the basis of illegal or injurious content, the Bidder who made the relevant data available shall be obliged to exempt Portum from all claims arising from these other Users or third parties and to indemnify Portum.

(6) The above regulations on liability shall not affect possible liability on the part of Portum according to the Law on Product Liability.


§ 9 CONCLUDING PROVISIONS

(1) Portum shall retain the right to modify these Terms and Conditions at any time and without providing reasons for such modifications. In this case, Portum shall inform the Bidders of this in due time and make available a new version of the Terms and Conditions that are then valid, together with the note that a lack of response to this notification shall be deemed to imply consent to the modification. Where a Bidder does not raise an objection within two weeks of delivery of such a notification, the modified Terms and Conditions shall be deemed to be valid as from the time of their modification. The modified Terms and Conditions shall also be valid in future, even if Portum does not explicitly refer to them again.   

(2)  German law shall be applicable, to the exclusion of the UN Purchase Law as well as the collision regulations of German international private law.

(3) To the extent that a Bidder is a trader in the sense of the Commercial Register, a legal person according to public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship or directly or indirectly relating thereto shall be Frankfurt am Main, Germany.

(4) Should one or more provisions of these Terms and Conditions be or become ineffective, the effectiveness of the remaining provisions shall remain unaffected. The parties shall replace the ineffective provision by an effective one, which approximates as closely as possible the purpose of the ineffective provision.
Print a copy of the Terms and Conditions
Categorisation
All suppliers are categorised according to UNSPSC. For more information on this code for products and services go to http://www.unspsc.org
Data maintenance
As a supplier, you maintain your own data within the Portum Supplier Portal. You decide under which product category you would like your company to appear and which contacts you would like to make available.
Registration
The following steps apply to registration:
Set up a personal profile
Accept the terms and conditions of the Portum Supplier Portal and of the Enterprise Sourcing Cockpit
Assign product categories
Terms and Conditions