Agreement for the Use of the Candex.com Website
Candex operates a Website that helps users of registered companies keep track of the services that they buy or sell through facilitated interaction, tracking of payment arrangements, reporting capabilities and approval layers. In certain countries, as listed on the Website, We also offer a consolidated payment mechanism to facilitate transactions. You may designate one or more individuals from Your organization as users of the Website and determine at Your own discretion the level of access of each of these users.
To provide Our Services, We employ various technologies including those made available on the Website. We reserve the right, to change, suspend, improve or discontinue any aspect, feature or capability of the Website, temporarily or permanently, at any time.
Payment and Fees
A user buying a service (“Buyer”) and a user selling a service (“Seller”), will agree to the arrangement that should govern the service (“SOW”). The Buyers may give certain users the authority to approve an SOW before it becomes active. You may also designate users that can view and amend the master terms that counterparties agree in order to conduct business with You (“MSA”). The MSAs can be customized by geography or by counterparty and they can be administered within the corporate settings of the Website.
- In certain countries, as listed on the Website, Buyers may use Candex as a payment processor (“Indirect Payment”), where the fees paid by a Buyer for SOWs conducted through Candex shall be paid to Candex. With Indirect Payment, the Seller acknowledges that it is acting as an independent sub-contractor of Candex and that both Buyers and Sellers are the intended third-party beneficiaries of obligations under the MSA and SOWs agreed between the parties. Candex warrants that all fees which it receives from the Buyer will be passed to the Seller save for any deduction or commission which is agreed between Candex and the Seller and outlined below. For avoidance of doubt, Buyer has no obligation to pay any fees or remuneration directly to the Seller under the Indirect Payment method.
- In countries where Indirect Payment is not available or if the Buyer has elected for the Candex upgraded service offering (“Premium Offering”) and opted for Direct Payment on an SOW, the fees paid by a Buyer on that SOW conducted through Candex shall be paid directly to the Seller (“Direct Payment”).
- The option of Indirect Payment or Direct Payment shall be clearly indicated when the Buyer and Seller agree to each SOW.
- Buyers and Sellers shall be solely liable for any taxes (including value added taxes and withholding taxes) imposed or levied by any applicable jurisdiction with regard to provision of services and use of the Website.
There are additional fees for Buyers to utilize the Premium Offering based on number of users and types of services being purchased through Candex. Please contact a Candex representative to receive specific prices.
Fees for Indirect Payment
For transactions that follow Indirect Payment, any Seller who has an existing contractual relationship with Employer to provide services as of the date of this agreement or any supplier who is referred to Candex by a Buyer where the Buyer does not meet the Seller through the Website is a “Referred Seller”.
- Any Referred Seller shall be entitled to receive a subcontractor fee from Candex in an amount equal to 97% of the fees paid by the Buyer with respect the applicable SOW, unless Candex and Seller agree otherwise. Candex agrees to transfer funds to Referred Seller’s accounts within 3 business days of receiving funds from Buyer.
- For Referred Sellers, an authorized user of Buyer may vary all aspects of the Contract Terms under the corporate settings of Employer.
- For avoidance of doubt, for Referred Sellers, Candex will not be liable to Buyer for any refunds or other type of guarantee which are agreed in the Contract Terms.
- For transactions that do not involve a Referred Seller, the Seller is considered a “Marketplace Seller” and specific payment terms for Marketplace Sellers vary based on location of transaction and whether the Buyer and Seller have worked together on more than 2 (two) occasions. The portion that shall be due to the Seller shall be clearly indicated when the Buyer and Seller agree to each SOW.
Restrictions on Use of the Website
You retain all rights to and are entirely responsible for the content You post to the Website. When You post content to the Website, You represent and warrant that your access to and use of the Website will be in accordance with this Agreement and with any applicable laws or regulations; You agree not to attempt to reverse engineer, decompile or disassemble any of the software embodied in the Website;
You agree, acknowledge that Your counterparties shall have a direct cause of action against You for breach of this agreement or any of the SOWs or MSAs agreed through the website.
Postings and Rights
By posting a service to the Website, You grant Us an irrevocable, worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of operating the Website. The Website, including without limitation, all copyrights and patents relating thereto and trademarks used thereon, is the sole and exclusive property of Candex.
Copyright Safe Harbor Provision
Risks Using the Website
You agree and acknowledge that (i) Candex cannot, does not and should not be expected to screen or censor any of the information in the services posted and/or services performed; (ii) Candex may monitor interactions between you and other users of the Website in an effort to improve the quality of our services or handle any issues that may arise; (iii) There are risks associated with your use of the Website, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses; and (iv) Because user authentication on the Internet is difficult, Candex cannot and does not confirm that each party is who they claim to be. Though Candex is directly involved in the interaction between Employer and Suppliers, Candex is not an employer or agent with respect to your use of the Website and Candex shall not be responsible for any decisions made by Employer. Candex cannot guarantee and does not promise any specific results from use of Website. No advice or information, whether oral or written, obtained by you from Candex or the Website shall create any warranty not expressly stated herein.
Privacy and Protection of Personal Information
Disclaimer of Warranties and Limitation of Liability
OUR SITE IS A VENUE TO ALLOW BUYERS AND SELLERS TO POST AND TRACK VARIOUS SERVICES PROCURED BETWEEN EACH OTHER. WE ARE NOT INVOLVED IN THE ACTUAL PROVISION OF THESE SERVICES, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY OR LEGALITY OF THE SERVICES PROVIDED, THE INFORMATION YOU RECEIVE OR THE PROMPT PAYMENT FOR ANY SERVICES RENDERED. FURTHER, WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OUR WEBSITE OR SERVICES, AND OPERATION OF OUR SITE AND SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. ACCORDINGLY, TO THE EXTENT LEGALLY PERMITTED, WE EXCLUDE ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS. WE ARE NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL OR REPUTATION, OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING, DIRECTLY OR INDIRECTLY, OUT OF YOUR USE OF OR YOUR INABILITY TO USE OUR WEBSITE AND SERVICES. IF WE ARE FOUND LIABLE TO YOU, IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50 PER INCIDENT AND NO MORE THAN $200 IN THE TOTAL AGGREGATE FOR ALL INCIDENTS. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY.
You shall indemnify and hold Us (directors, officers, employees, agents affiliates, parents, subsidiaries, and licensors) (collectively, “Candex Indemnified Parties”) harmless from and against any claim and demand (including without limitation reasonable attorney’s fees) made by a third party due to or arising out of Your breach of this Agreement, Your violation of any applicable law or Your violation of the rights of any third party. The Candex Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim for which you are required to defend, indemnify or hold harmless the Candex Indemnified Parties (“Indemnified Claim”), provided that your obligation to pay Candex’ attorney’s fees shall only extend to Candex’ reasonable attorney’s fees. You may not settle any Indemnified Claim without the prior written consent of the concerned Candex Indemnified Parties.
We shall defend, indemnify and hold harmless You and Your shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “Indemnified Parties”) from and against any and all claims arising out of or relating to any allegation that the Website, or Your use thereof in accordance with this Agreement, and the intellectual property rights of any third party. The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by Candex of any Claim for which Candex is required to defend, indemnify or hold harmless Indemnified Parties, provided that our obligation to pay Your attorney’s fees shall only extend to reasonable attorney’s fees. Candex may not settle any indemnified Claim without the prior written consent of the concerned Indemnified Parties.
If You have a dispute with any Buyers or Sellers based on any issue other than Candex's undertaking to make payments in accordance with the terms of this Agreement, you release Us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Such disputes are to be handled and resolved as between the Buyers and Sellers directly.
This Agreement shall be in full force and affect starting on the Effective Date and for a term of 12 months thereafter. This Agreement shall automatically renew for additional consecutive terms of 12 months each. You may terminate this agreement at any time, for any reason or no reason at all, and with or without cause upon written notice to Candex. Candex may terminate this agreement for any reason or no reason at all, with or without cause, and upon written notice to the other party.
Sections regarding Payment of Fees, Restrictions on Use of the Website, Privacy and Protection of Personal Information, Disclaimer of Warranties and Limitation of Liability, Indemnity, Governing Law & Jurisdiction and General shall survive the termination of this Agreement for any reason.
Any formal notices required under this agreement shall be made via email to Candex at: firstname.lastname@example.org and shall be considered received subject to confirmation of receipt only.
Confidential and Proprietary Information
You may disclose information which is confidential or proprietary in nature (“Confidential Information”) including without limitation Confidential Information about Your products and services. Candex agrees that it will keep the Confidential Information in confidence. Confidential Information will only be used in connection with the performance of services to You.. The parties recognize that the disclosure or use of Confidential Information by Candex in violation of the provisions of this section may cause irreparable injury to You; therefore, in the event Candex breaches or threatens to breach the provisions of this section, You shall be entitled to seek preliminary and permanent injunctive relief.
The Website, including without limitation, all copyrights and patents relating thereto and trademarks used thereon, is the sole and exclusive property of Candex. The parties agree that amendments and/or additional terms may be added to this Agreement subject to the parties' agreement, and any such additional terms shall be attached hereto and incorporated herein as Exhibit A. You may assign your rights under this Agreement only with the express written permission of Candex whose consent will not be unreasonably withheld. The parties acknowledge that each has requested that this Agreement, and all ancillary documents be drawn up in the English language only.
If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
This contract shall be governed by and construed in accordance with New York law. Any cause of action arising out of or related to the website must commence within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred except in the case of fraud or misrepresentation.