Terms of Service

1 Introduction

1.1 Market Dojo Ltd. (“marketdojo“) provides B2B online negotiation software and operates a web site at www.marketdojo.com (“the Web Site”) which allows secure business-to-business communications between Participants (“Participants”) and Hosts (“Hosts”) (generically, “Users” or a “User”).

1.2 Hosts send out requests for participation, through the secure platform, and Participants can access the platform and participate in an Online Negotiation Event (“Event”) by submitting Bids (“Bids”). The Event will take the form of either a Request for Quotation, reverse auction or forward auction depending on whether the Host is looking for the supply of goods and services or the selling goods or services.

1.3 The marketdojo platform is to be used as a negotiation tool to find the market price. The subsequent activities and placement of contracts or supply of goods or services and payment collection is solely the responsibility of the Host.

1.4 By registering with marketdojo, the Host and Participant agree to be bound by the following Terms of Service (“Terms”). Any employees that provide information to marketdojo under these Terms must have the authority to represent the Host or Participant.

2 Nature of the Service

2.1 The Users are required to register as a member by completing the online form on the Website if the user wishes to create or Participate in an Event. The User agrees to ensure that their registration details are correct and to update any details when necessary.

2.2 Registered Hosts will be charged for use of the auction tool to run an event as per the pricing detailed on the website. Participants will not be charged for either registration or to participate in an event.

2.2.1 The Users are solely responsible for keeping their personal username and password secure and confidential. The Licence shall be tied to a specific user via their e-mail address, log-in and contact details. It is strictly forbidden for log-in details to be shared within and / or external to an organisation as this could represent a serious breach of security and might lead to significant risks to all parties.

2.3 The Users acknowledge and accept that marketdojo only offers the software; The Host acknowledges that the running of any Event or any part thereof by the Host on the Web Site is outside the control of marketdojo and is the Hosts responsibility. The Host will indemnify and hold harmless marketdojo for any third party claims arising from the Host’s running of the Event or any part thereof.

2.4 At the Event, the Participants will submit Bids on the basis of the terms of the Event given by the Host. The Host is responsible for the criteria set out in the request whether the Host is looking for Bids to supply or for Bids for the purchase of an item or service. By bidding to supply or buy an item or service the Participant agrees that it meets the criteria as set out in the request by the Host. Such Bids constitute a legally binding offer by the Participant capable of acceptance by the Host.

2.5 The Participant will not be able to withdraw a Bid [unless expressly allowed to by the Host]. Any attempt to do so may constitute a breach of contract, and a Host may take legal action against the Participant. In such circumstances, marketdojo shall have the right to terminate the Participant’s registration and use of the Web Site and the Host can eject the Participant from the event.

2.6 The final selection of a Participant is a matter for the Host. There is no obligation to place a contract or supply unless outlined in the Request for Participation. Hosts and Participants will be encouraged to give feedback on completion of each Event.

2.7 The communications between Host and Participant post Event and post event contract or supply award are not the responsibility of marketdojo. It is the responsibility of Host and Participant to enter into any post Event contract as they agree between themselves. It is the Hosts responsibility to agree terms of business between the Host and the Participant.

2.8 We make no guarantees about the Goods or Services offered by a Host or Participant nor give any assurances that a Participant will Bid at auction or provide the Host with products or services or payment. Participants will need to be validated or audited by the Host to satisfy they are fit for purpose.

2.9 marketdojo take no responsibility for any pre or post third party data or contracts relating to the negotiation activity; this is a matter strictly between the Host and their selected Participant.

2.10 The Host indemnifies marketdojo for any claims or liabilities arising from the Event which are directly based on the Host’s information.

2.11 Unless the Event states otherwise:

2.11.1 The Host is not obliged to accept any Participant Bids.

2.11.2 The Event is not legally binding on the Host.

2.12 marketdojo reserves the right to change, modify, substitute or remove without notice any information or services on the Web Site from time to time.

2.13 The Host acknowledges that due to the nature of the Internet, access to the Web Site 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. marketdojo will also have no liability in respect of any transmissions the Users send through marketdojo and the Users do so entirely at their own risk.

2.14 The Users acknowledge that during the 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. The Participant should be aware of this and should place their bids in a timely manner.

2.15 Hosts acknowledge that marketdojo may use information from the activities of Hosts on the Web Site for marketing purposes. marketdojo shall only identify Hosts by name if the Host gives their written consent to a written request and no confidential information will be published.

2.16 In certain circumstances, for reasons including but not limited to a Licence holder leaving employment of the Licence holder’s organisation or a Licence holder moving to a different job role, marketdojo can transfer the Licence to an alternative user. marketdojo reserves the right to consider the circumstances and to decide the appropriate outcome. There shall not be allowed any period of overlap during this transition of multiple user’s accessing the same Licence.

2.17 By using of the software from marketdojo, you are hereby agreeing to the Terms of Service outlined on the marketdojo website.

3 Support

3.1 Support will be given in the form of live chat, e-mail and phone. This support will be in the form of technical advice.

3.2 However technical support is only be offered to the named user and the suppliers involved in their sourcing events.

3.3 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.

3.4 For monthly and Annual licences, the number of events that can be run by that named user is unlimited for the duration of the Licence. However this is subject to a fair use policy whereby the support in a given month must not exceed 5 hours per month per Licence. This is to ensure marketdojo can afford to offer the optimal support for their customers.

3.5 Further consultancy advice on the successful running of events can be given during the course of an activity as long as this is deemed reasonable. marketdojo reserves the right to ask for further payment for consultancy advice where this activity is deemed excessive . Any additional payment for consultancy advice shall not be incurred without a signed agreement from both parties.

4 Fees

4.1 The fees payable by the Host to marketdojo are as set out on the Web Site (unless agreed in writing otherwise). marketdojo will require payment from the Host before the Host is able to invite Participants [unless otherwise agreed]. The prices quotes on the website are excluding VAT.

4.2 Unless otherwise agreed, there are no fees payable by the Participant to marketdojo in connection with the Event.

4.3 The Annual Licence shall cover a full period of 12 months, commencing upon a formal acceptance of the Licence agreement. The Licence cannot be returned at any time after the formal acceptance has been made and refunds shall not be possible.

5 Disclaimer

5.1 The Host agrees that the Event and any associated material which marketdojo presents on the Web Site are on the instruction of the Host and are not representations, actions or statements of marketdojo and are not binding on marketdojo or on any third party, 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 the Event, enabling Participants and Hosts to come together. marketdojo has no liability in connection with any relationship between the Participant and Host formed as a result of the Event.

6 Guarantee

6.1 marketdojo makes no guarantee as to the credit worthiness, existence, identity or authority of any Users or other person who submits to the Web Site or to other 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.

6.2 Also, 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 Web Site is secure, Users shall bear this risk.

6.3 The Host acknowledges that any contracts entered into as a result of the use of the marketdojo software are outside marketdojo’s responsibility and will indemnify marketdojo for any claims arising from contracts entered upon.

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 manipulate any event will not use any Participant data except as set out in these Terms.

7.3 The Host agrees to comply at all times with applicable legislation.

7.4 marketdojo reserves the right to terminate any agreement with a Host that is in breach of this agreement.

8 Participants conduct

8.1 Participants undertake that they will act in good faith at all times in all dealings with marketdojo or other Users and in line with the auction concept whether it is forward or reverse. Participants will only make Bids in the Event to which they intend to be bound.

8.2 Participants will not collude with other Users or third parties in order to manipulate the Event nor will they share pricing information with each other. Users will indemnify marketdojo against all liability arising out of any breach of these terms.

9 Liability

9.1 marketdojo is not responsible for the actions of Hosts or Participants who use this site. The Users should make any complaints or claims they may have relating to any of their activities directly to the person/company concerned.

9.2 marketdojo shall not be liable to the Host for any indirect or consequential loss from any breach of marketdojo’s obligations under these terms.

9.3 The Host acknowledges that marketdojo shall not be liable to any User for any direct, indirect or consequential loss arising from any loss of connection to the Web Site or Event. marketdojo shall ensure that availability of the software and operation of the web site used to provide the service shall be 99.9%. In the event that this level of availability is not met on a monthly average, marketdojo shall discuss with the Host and agree an appropriate refund of a proportion of the fees for the Annual Licence or extension to the current licence at no cost.

9.4. marketdojo have no liability for any data downloaded from this website or as part of the service. marketdojo do not accept liability for any indirect or consequential loss however caused as a result of any computer virus, bugs, or other similar programmes arising from the Users use of the website. marketdojo will obviously do their best to protect their site but it is the Users responsibility to take precautions against these issues.

10 Termination

10.1. marketdojo reserves the right to:

10.1.1 marketdojo reserves the right to make amendments to these Terms at any time and shall make their users aware of such changes by email so that the user can exercise a right to terminate (without breech) which must be made in writing quoting this clause.

10.1.2 Terminate this agreement in the event that the User has failed to pay any fees within 15 days of the due date.

10.1.3 Stop any auction or Bid and ban users from using the Web Site.

10.1.4 Modify or withdraw the Web Site at any time without notice.

10.1.5 To reject any registration or access to the website and to temporarily or indefinitely suspend any registered user.

10.1.6 To withdraw usernames and passwords at any time without notice should marketdojo believe they have been compromised.

10.2 The Host may not terminate this agreement whilst fees to marketdojo remain outstanding.

10.3 On termination of these Terms, the Event and access to the Web Site will cease and all information belonging to the other party will be returned or destroyed. Adequate timescales and provision will be made for the returning of data.

10.4 In the event of termination of the service, any unused credits and / or a pro rata refund according to the length of time in days left on their licence(s) and their paid licence fees and information will be returned to the Host on request.

11 Confidentiality

11.1 marketdojo , the Host and the Participants agree to keep all information submitted to the platform or which otherwise is disclosed by either party under these Terms confidential 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 marketdojo and the Host agree to use the Confidential Information of the other solely in connection with the performance of the Event and not otherwise or for the benefit of any third party.

11.3 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.

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

11.4.1 is lawfully obtained free of any duty of confidentiality otherwise than from a party to these Terms;

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

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

11.4.4 is independently developed or acquired by that Party without access to the Confidential Information;

11.4.5 Is disclosed pursuant to a judicial or other governmental order, provided that the Party required to disclose gives the other Party reasonable notice prior to such disclosure to allow the disclosing Party a reasonable opportunity to seek a protective order or equivalent; or

11.4.6 Is disclosed with prior written consent of the other Party.

12 Governing law

12.1 These Terms of Service will be construed in accordance with and governed by the laws of England and each party agrees to submit to the exclusive jurisdiction of the courts of England.

13 Miscellaneous

marketdojo reserves the right to change these Terms of Service at any time. These will be posted on the Web Site and will come into immediate effect. If the Web Site is used after these conditions come into effect then the User will be indicating their agreement to be bound by these new Terms of Service.

14 Innovation Dojo

14.1 Any and all relevant clauses contained within these Terms shall also apply to the innovationdojo product.

14.2 It is the Participants responsibility to protect any ideas that they have proprietary rights to. The Participant may choose to do this before submitting any idea, and if in doubt, we recommend the Participant discusses this issue with their own legal advisor. By submitting an idea, the Participant may affect their ability to protect it at a later date, so the Participant must make sure to obtain the protection that is felt necessary before submitting, failing which, it may be that no future claims related to their proprietary rights in such ideas can be entertained in any way. The Participant represents and warrants that there are no actual or threatened claims, demands or pending lawsuits involving intellectual property rights contained in ideas submitted, or any part thereof.

15 Category Dojo

15.1 Any and all relevant clauses contained within these Terms shall also apply to the categorydojo product.

15.2 Any information submitted through the platform for categorydojo shall be treated as confidential as discussed above. However categorydojo reserves the right to analyse any data on the site with a view to making improvements to the algorithms which can be subsequently updated. Notice of these changes does not have to be given and the results that are displayed will be subject to change based on these improvements.

15.3 The results stated by categorydojo are merely guidelines based on the inputs from the users therefore cannot be held as definitive. categorydojo is indemnified against any actions from outcomes where the results have been considered.

Copyright© Market Dojo 2014. All rights reserved. Market Dojo Ltd is registered with the Data Protection Act 1998 No. Z2345353.