Terms and Conditions for Users of Auction Platform

Whereas,

The User as defined below ("You") intend to use the web platform of the TelcoSource.net Website, TelecomMarketplace.net Website or PurchasingAuctions.co.uk Website; in accessing and using the web platform, You agree to the Terms and Conditions set out in this Document. These Terms and Conditions are a legally binding contract and You represent that You are authorized by Your firm to execute a legally binding contract.

In the event that You personally are not authorized to represent Your firm in any of the Terms of this agreement, You may print this contract, obtain the signature of an authorized officer of Your firm and provide it to Us. Executed agreements may be faxed to Us at +1.646.843.0462 or scanned and emailed to sales@TelcoSource.net. Upon Our receipt of an authorized agreement from Your firm, We may approve Your application. Your firm via an authorized signature and submittal is authorizing You to participate in and commit to auction results on its behalf.

Definitions

In these Terms and Conditions, unless inconsistent with the context or otherwise specified, the following definitions will apply to words and expressions:

  1. "Terms and Conditions" means these terms and conditions as may be varied or amended from time to time and any additional terms and conditions or disclaimers with reference to or displayed on the Website whether by hypertext link or otherwise;
  2. "Website" means this Virtual Auctions online auction website, located at http://www.TelcoSource.net, http://www.purchasingauctions.co.uk or http://www.TelecomMarketplace.net and any subsequent URL used by Us from time to time;
  3. "We"/"Us"/"Our" means SR Holdings, LLC dba TelecomMarketplace.net and its partner Horizon Supply Chain Associates Ltd.
  4. "You"/"Your" means the person, firm of the person, company of the person or other organization of any nature accessing and using this Website whether as agent or principal.
  5. "The Services" means any specific goods and services offered in connection with an auction (including an electronic RFQ) on this Website as detailed in the "Nature of Service" section of the SOR. An auction item shall be included in "The Services" at the time a Purchaser incorporates it into an auction event and invites the Purchaser. The Services shall include but not be limited to Telecom and Information Technology services, one time purchases, equipment, recurring and non-recurring products, RFQs, network builds and any other items brought to market by Our platform in the future.
  6. "Agency Program" means the sales distribution program operated by the Seller of services that will track, manage and pay all commissions to Us.
  7. "Reserve Price" the price set by the Purchaser and displayed in the auction details that indicates the price that when reached or bettered shall indicate the Purchaserís good faith obligation to contract for The Services. The Reserve Price shall be calculated based on Total Contract Value (calculated by multiplying the MRC by the number of months in the term and then adding the NRC). The sole criteria for meeting the Reserve Price shall be Total Contract Value. All sellers who meet or better the Reserve Price in a Reverse Auction shall be deemed "Qualified Sellers" for contracting purposes.
  8. "Purchaser" shall mean the registered Purchaser of The Services who is authorized by their firm to create an Auction (Reverse Auction or e-RFQ) and purchase The Services and who creates the auction and invites participants to bid. The term "Buyer" shall have the same meaning in this document.
  9. "Invited Seller" shall mean a Seller who registers for the auction as a result of a direct invitation by the Purchaser (wherein the Purchaser input the Sellerís email address manually into the invitation template), typically though not exclusively due to some prior relationship.
  10. "Selected Seller" shall mean a Seller who registers for general participation in the auction service and agrees to make their services available to interested Purchasers. The Selected Seller may receive an invitation from Us, specifically when a Purchaser "selects" the Seller from a list of registered providers that We may propose to Purchaser. Typically, Selected Sellers enjoy new opportunities through the platform when they were not originally invited directly by the Purchaser.
  11. "Sellers" on its own shall mean collectively Invited Sellers and Selected Sellers. The term "Supplier" shall have the same meaning as "Seller".
  12. "Qualified (Qualifying) Bidder" shall mean one or more General or Invited Sellers who have met or improved upon the Reserve Price in a "Reverse Auction" event.
  13. "Commission" shall mean the fee paid to Us (typically by Sellers).
  14. "Statement of Requirements" or "SOR" shall refer to the web page approved by Purchasers and provided to Sellers that contains the details of the Auction and The Services being auctioned, including all attachments, links, commentary in "Open Chat" or reference documents.
  15. "MRC" shall mean any Monthly Recurring Charge for The Services.
  16. "NRC" shall mean any one time or Non-Recurring Charge for The Services.
  17. "Platform" shall mean the websites, processes, software, systems, intellectual property, hardware, management expertise, data, agreements and additional items added now or in the future that support the Auction tool and allow for the auction.
  18. "Auction" shall in general mean any event designed and run by a Purchaser on this site. For general purposes, the term Auction shall include events designed as Reverse Auctions or e-RFQís with or without a Reserve Price.
  19. "Electronic Request For Quote or e-RFQ" shall mean an event akin to a Reverse Auction in which the Purchaser does not communicate a Reserve Price nor do they make a commitment to Purchase services from any Seller.
  20. "Reverse Auction" shall mean an event in which the bidders typically bid the price of the service down. The Purchaser is making a commitment to contract with one of a subset of Suppliers who have met or improved upon the Reserve Price set by the Purchaser.
  21. "Open Chat" a feature on the Platform that allows Purchasers and Suppliers to communicate openly before or during an Auction. All Suppliers are able to view correspondence and benefit from information clarified or shared.
  22. "Auction Credits" shall be awarded to new and existing Purchasers at Our sole discretion. Each Auction shall utilize one credit. We shall award additional free credits to Purchasers who effectively utilize the platform, thereby enabling them to continue to Use the Platform without charge. Purchasers who do not use the Platform as intended or whose activity repeatedly fails to result in contracted services, may see their Auction Credits depleted or removed. Suppliers do not need "Auction Credits" to receive invitations or participate in Auctions.

NATURE OF THE SERVICE

2. Through this Website, We provide a real time Auction service to enable registered Purchasers to obtain competitive bids for a range of products/services from a number of Suppliers. Purchasers may choose to launch events as either a "Reverse Auction" or an "e-RFQ". Registered Purchasers will typically not be charged for use of the auction tool except under certain circumstances. Namely, in the event that the Purchaser completes a successful "Reverse Auction" that results in one of more Qualifying bids that meet or exceed the Reserve Price requirement and subsequently the Purchaser fails to in "good faith" contract, accept and pay for such service with the Qualified Bidder. In such event the Purchaser shall be liable for a fee equal to the commission that would have been due from the Seller. The Purchaser shall have no obligation to purchase services when launching an e-RFQ.

3. We are not Auctioneers. You acknowledge and accept that We merely offer a tool; the use of which seeks to produce a best lowest bid from suppliers who have been invited by or selected by a Purchaser to participate in their Auction. The Purchaser may select the supplier with the lowest bid at Auction. The final selection of supplier is a matter for the Purchaser and their decision is final. They may elect not to proceed with the procurement at all but in such circumstances may be liable for the Commission having launched a "Reverse Auction" that yielded Qualified Bidders. Winning bidders will be contacted by Purchaser upon completion of each event.

4. We make no warranties or representations about The Services, nor do We give assurances whatsoever that any supplier will bid at auction or provide You with The Services. Suppliers will need to be validated in the customary way to satisfy a Purchaser that they are suitable for their needs. We take no responsibility for any pre or post Auction documentation or supply contracts relating to the procurement activity; this is a matter strictly between the Purchaser and their winning supplier.

GENERAL RULES GOVERNING THE AUCTION

5. You can only use the Auction (create an auction or make a bid) if:

6. All auctions will:

7. Bids: Any bid that You make via this Website constitutes an offer to supply The Services as set out in the Statement of Requirements provided by and approved by the Purchaser upon invitation. You may not cancel a bid submitted to the Auction after the Auction is complete. By bidding to supply The Services You agree that You will meet the product specification as set out in the SOR. Any bid You make will remain valid for 90 days from the day of the Auction and will be the price established for future contractual action for that purchase. In order to become a valid competitive bid, it must be lower than Your previous bid by the decrement set for the Auction and disclosed in the SOR. We reserve the right to cancel or stop an auction at any time or reject a bid that We deem unacceptable for any reason. We reserve the right to delay, cancel or reject an Auction for any reason, including if We believe in Our sole discretion that the "Reserve Price" set by the Purchaser is unrealistic or misaligned by 20% or more from the Market.

8. Extensions: We reserve the right to automatically extend the duration of the Auction to ten (10) minutes or a timeframe We choose when a new bid is submitted within 10 minutes or a timeframe We choose, before the close of an auction, to allow time for further responses. Sellers are encouraged to make arrangements to ensure they are available for the Auction for the indicated timeframe and any extensions thereof. Purchasers and Suppliers shall track the event progress inside the platform and should not rely on any currently available or new alerts that may or may not be generated by the platform.

9. Reserve Price:

The winning bid in any "Reverse Auction" shall be chosen by the Purchaser from the subset of Supplier Bids that meet or improve upon the disclosed Reserve Price. The Bid and Reserve Price shall be expressed as Total Contract Value (Calculated by multiplying the MRC by the number of months in the term and then adding the NRC). The sole criteria for meeting the Reserve Price shall be Total Contract Value. The Seller is not required to satisfy both the NRC and MRC in cases where the winning bid satisfies the Total Contract Value as calculated above.

Purchasers shall have the option of running an auction event as either a "Reverse Auction with a Reserve Price" or as an "Electronic Request For Quote (e-RFQ) without a Reserve Price". Purchasers can typically maximize their savings by using a Reserve Price. By utilizing the e-RFQ format the buyer can use the platform to solicit and collect bids without indicating a commitment to purchase The Services. However, We shall be due the commission (typically from the seller) on all events that yield a contract between "Purchaser" and "Seller" within (180) one hundred-eighty days of any event.

10. Selection of Winning Bid

The Purchaser makes final selection of the supplier. If Your bid is successful You will be contacted by the Purchaser to confirm acceptance of Your bid. For Reverse Auctions Purchasers are encouraged to negotiate in good faith to contract with a supplier from the subset of bidders who haves have met or bettered the Reserve Price. For Request For Quotes, Purchasers are encouraged but not obligated to contract with a participating supplier. In either case, a transaction only becomes complete upon an authorized and executed contract for services being completed. In situations wherein Purchaser and Seller have previously entered into a Master Service Agreement (MSA), the completion of the transaction may take the form as outlined in the MSA (ex. Purchase Order, electronic order entry etc). Purchasers who fail to in "good faith" contract for services within 90 days with a qualifying bidder in a "Reverse Auction" that terminates with the Reserve Price having been met or bettered may be temporarily or permanently suspended by Us or lose privileges, solely at Our discretion.

YOUR ROLE

11. Registration. You are required to register as a member by completing the online "User Registration Facility" on the Website and submitting it to Us. You agree to ensure that Your registration details are true and accurate and to update any details when necessary via the Website.

12. Security. You are solely responsible for keeping Your personal username and password secure and confidential. You should not disclose Your username or password to any other party. Once logged on using Your username and password whether authorized or unauthorized, You take full responsibility for the ensuing transactions once access to the site is obtained. If You believe that Your user name and/or password has been compromised or You are aware of any other breach of security regarding the Site, then You are obligated to notify Us immediately.

13. Consumer Surveys & Promotion: We may from time to time invite You to give feedback on Our service and the Website. You acknowledge that We may publish such feedback provided by You on this Website and as such, You agree that We shall own all intellectual property rights in any feedback You choose to provide. We agree not to publish Your personal details on this Website without Your consent.

14. Purchaser Representations

As Purchaser You represent the following:

You as Purchaser have read the agreement and specifically Purchaser Representations and agree to such terms and acknowledge that You are duly authorized by Your firm to commit to these obligations, including any fees associated with You or Your firmís failure to abide by the auction rules and obligations (typically fees are due from successful Sellers). See beginning of this document if You are not authorized for authorization process for directions for manual authorization process.

15. Seller Representations:

As Seller You represent the following:

16. Commission Schedule:

17. Indemnification: You agree to keep Us fully indemnified, and defend and hold Us harmless immediately upon demand from and against all actions, liability, claims, losses, damages, costs and expenses (including legal fees) We incur arising directly or indirectly as a result of Your use of the auction tool.

OUR ROLE

18. We retain no ongoing operating responsibilities beyond the auction process and are not principals to the transaction. Our role is one of a facilitator to provide You with the opportunity to participate in an Auction. For the avoidance of doubt, We are not auctioneers.

19. If a Purchaser agrees to accept a bid provided and to engage a supplier to provide The Services in respect to that bid, the contract for the provision of those Services is a private one between Purchaser and Supplier and We will have no responsibility or liability in that regard. It is the Parties responsibility to negotiate contractual terms. Purchasers are encouraged to attach sample purchase contracts, SLAs, designs, specifications, detailed RFQs and other relevant documents to the SOR to avoid disputes. Such attached documents shall be deemed inclusive portions of the SOR.

DISPUTE RESOLUTION PROCEDURE

20. Representatives from TelecomMarketplace.net will attempt to act as an impartial third party and, having examined the facts will "recommend" actions to resolve the dispute. Such "Recommendations" will be such and We do not have authority to enforce such resolutions other than Our right to suspend or terminate a registration or enforce Our right to the Commission. The following procedures apply to disputes:

DATA PROTECTION & PRIVACY

21. Your privacy is important to us. You agree that any and all personal information and data collected from You via this Website may be used in accordance with Our current Data Protection and Privacy Statement.

You are advised that following an Auction, We can and will collect data for Our own purposes and to assist in improving the platform. We may use that data (stripped of personal or firm identifying fields) as desired.

INTELLECTUAL PROPERTY RIGHTS

22. This Website and the materials provided to You through it are protected by copyright, trade mark and other intellectual property rights and laws throughout the world. You may access and use this Website solely for the purposes of use connected with the services.

23. All contents of this Website including, but not limited to, the text, graphics, links and sounds are owned by TelecomMarketplace.net and Horizon Supply Chain Associates Ltd and may not be copied, downloaded, distributed or published in any way without their prior written consent, except that You may print, copy, download or temporarily store extracts for Your personal information or when You use the services.

24. You are not permitted to use any trademarks or service marks whether registered or unregistered of any TelecomMarketplace.net and Horizon Supply Chain Associates Ltd organizations without their prior written consent.

25. In relation to any information, materials or other content that You submit to Us via this Website, You grant Us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use and reproduce such information, ideas, know-how, concepts, techniques and materials for the purpose of operating the platform and tracking, including without limitation, the copying, transmission, distribution and publication unless restricted by applicable law. You represent and warrant that You own or otherwise control all of the intellectual property rights and information, materials or other content that You submit or post via this Website. You shall stamp any Uploaded Documents to the SOR with the words "Confidential" should You desire that said document be treated as such. In such case, attached documents stamped "Confidential" shall only be shared with the sellers/purchasers for that auction. We assume no liability in the management or protection of such data by participating parties.

LIABILITY

26.

27. Intercepts. Internet transmissions are never completely private or secure and there is a risk, therefore, that any message or information You send to Us from this Website may be intercepted and potentially read by others. We will have no liability in respect to any transmissions You send to Us and You do so entirely at Your own risk.

28. Availability of the Website. You acknowledge that due to the nature of the Internet, We cannot guarantee that access to the Website will be uninterrupted or that e-mails or other electronic transmissions will be sent to You or received by Us. Troubles should be reported to Us at support@TelcoSource.net.

NOTICES

29. Except as otherwise stated, any notices that You wish to send to Us should be emailed to sales@TelcoSource.net. Any notices that We may wish to draw to Your attention will be displayed on the Website or sent to Your email address as provided on Your profile.

TERMINATION OF SERVICES

30. We reserve the right at Our sole discretion to:

GOVERNING LAW

31. These Terms and Conditions will be construed in accordance with and governed by the laws of the State of New Jersey and each party agrees to submit to the exclusive jurisdiction of the courts of the State of New Jersey.

32. WE RESERVE THE RIGHT TO AMEND THESE TERMS AND CONDITIONS AT ANY TIME. THE AMENDED VERSION WILL BE POSTED ON THIS WEBSITE AND WILL TAKE AFFECT IMMEDIATELY UPON POSTING. IF YOU USE THE WEBSITE AFTER THE NEW TERMS AND CONDITIONS HAVE COME INTO EFFECT, YOU WILL BE INDICATING YOUR AGREEMENT TO BE BOUND BY THE NEW TERMS AND CONDITIONS