Supplier Terms and Conditions

AIGORAI

Supplier Terms and Conditions

Effective Date: January 2025

1. Introduction
These Supplier Terms and Conditions ("Terms") govern the relationship between Aigorai S.à r.l. ("Aigorai", "we", "us") and any company or individual ("Supplier", "you") registering to participate in the Aigorai procurement marketplace platform.

By completing the Supplier Registration Form and submitting your application, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Definitions
"Platform" means the Aigorai digital procurement marketplace, including all associated websites, applications, and services.

"Buyer" means any organization using the Platform to source products or services through RFP/RFQ processes.

"RFP" means Request for Proposal, a formal document inviting suppliers to submit proposals for specific requirements.

"RFQ" means Request for Quotation, a formal document inviting suppliers to submit price quotations for specific goods or services.

"Proposal" means any technical or commercial submission made by a Supplier in response to an RFP or RFQ.

3. Supplier Registration
3.1 Eligibility
To register as a Supplier on the Platform, you must be a legally established business entity with valid registration in your jurisdiction of operation, possess all necessary licenses and permits required to conduct your business activities, have the legal authority to enter into binding agreements, and not be subject to any sanctions, debarment, or exclusion from public procurement.

3.2 Registration Requirements
During registration, you must provide accurate and complete company information including legal name, address, and registration details. You must also designate a primary contact person with authority to act on behalf of your organization, submit all mandatory documents as specified in the registration form, and provide valid banking information for payment purposes.

3.3 Verification Process
Aigorai reserves the right to verify all information and documents submitted during registration. This may include manual review by our compliance team, automated verification using AI-powered document analysis, cross-referencing with official databases and registers, and requesting additional documentation or clarification. Registration approval is at Aigorai's sole discretion. We may reject any application without providing reasons.

4. Supplier Obligations
4.1 Information Accuracy
You agree to provide truthful, accurate, and complete information at all times, promptly update any changes to your company details, contact information, or documentation within 14 days, and not misrepresent your capabilities, qualifications, or experience.

4.2 Document Validity
All documents submitted must be genuine and unaltered, current and valid (not expired), issued by the appropriate authorities, and clearly legible and complete.

4.3 Platform Conduct
When using the Platform, you agree to respond to RFP/RFQ invitations in good faith, submit proposals that accurately reflect your capabilities and pricing, meet all stated deadlines for submissions, maintain professional communication with Buyers and Aigorai, and not engage in any form of bid manipulation, collusion, or anti-competitive behaviour.

5. RFP/RFQ Process
5.1 Invitation to Participate
As an approved Supplier, you may receive invitations to participate in RFP/RFQ processes. Participation in any opportunity is voluntary, and receiving an invitation does not guarantee selection or award of any contract.

5.2 Proposal Submission
When submitting proposals, you must adhere to all requirements and specifications stated in the RFP/RFQ, submit separate Technical and Commercial proposals where required, ensure all pricing is accurate and valid for the stated period, and submit before the stated deadline as late submissions may be rejected.

5.3 Evaluation and Selection
Buyers evaluate proposals based on their own criteria, which may include technical compliance, pricing, experience, and other factors. Aigorai does not influence or guarantee any selection decisions. All award decisions are made solely by the relevant Buyer.

6. Confidentiality
You agree to treat all information received through the Platform as confidential, including RFP/RFQ requirements and specifications, Buyer identities and contact details, evaluation criteria and processes, and any other non-public information. This obligation survives termination of your registration and continues for a period of three (3) years thereafter.

7. Data Protection and Privacy
7.1 GDPR Compliance
Aigorai processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable Luxembourg data protection laws. By registering, you consent to the collection and processing of personal data as necessary for the operation of the Platform.

7.2 Data Usage
We collect and process your data to verify your identity and business credentials, facilitate your participation in procurement processes, communicate regarding RFP/RFQ opportunities, comply with legal and regulatory requirements, and improve our Platform and services.

7.3 Your Rights
Under GDPR, you have the right to access your personal data, request correction of inaccurate data, request deletion of your data (subject to legal retention requirements), object to certain processing activities, and lodge a complaint with the Luxembourg data protection authority (CNPD).

8. Intellectual Property
You retain ownership of all intellectual property in your proposals and submissions. However, by submitting a proposal, you grant Aigorai and the relevant Buyer a non-exclusive license to use, copy, and share your submission for the purpose of evaluating and potentially awarding the contract.

9. Limitation of Liability
To the maximum extent permitted by law, Aigorai shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform, any decision by a Buyer not to award you a contract, any technical issues or downtime of the Platform, or any actions or omissions of Buyers or other third parties. Our total liability for any claims arising under these Terms shall not exceed the fees paid by you to Aigorai in the twelve (12) months preceding the claim, if any.

10. Termination
10.1 Termination by Supplier
You may terminate your registration at any time by providing written notice to Aigorai. Termination does not affect any ongoing RFP/RFQ processes in which you are participating or any contracts already awarded.

10.2 Termination by Aigorai
Aigorai may suspend or terminate your registration immediately if you breach these Terms, provide false or misleading information, engage in fraudulent or unethical conduct, become insolvent or subject to bankruptcy proceedings, or are placed on any sanctions or exclusion list.

11. Amendments
Aigorai reserves the right to modify these Terms at any time. We will notify registered Suppliers of material changes via email. Continued use of the Platform after such notification constitutes acceptance of the modified Terms.

12. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Any disputes arising from or relating to these Terms shall be subject to the exclusive jurisdiction of the courts of Luxembourg City.

13. Contact Information
For questions regarding these Terms or your registration, please contact:

Aigorai S.à r.l.

Luxembourg

Email: [email protected]

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By registering as a Supplier on the Aigorai Platform, you confirm that you have read, understood, and agree to these Supplier Terms and Conditions.