Terms and Conditions of Use of the ProcureCo Platform
ProcureCo is the trading name of an online platform run, owned and operated by 3DC Learning Limited.
These terms and conditions are applicable to all subscribers to the ProcureCo platform and governs the relationship between You and 3DC Learning Limited (Company number 12058266), whose registered office address is at No 1 Croydon, 11th Floor, 12-16 Addiscombe Road, Croydon CR2 0XT (“Us”, “We” or “3DC Learning”).
The purchase of any Subscription Package creates a legally binding contract between You and 3DC Learning subject to these Term and Conditions.
1. Definitions
In these Terms and Conditions the following words have the following meanings:
Account – means the Account created by a Member on the purchase of a Subscription Package (or as issued by our helpdesk) and all associated information.
Agreement – means these Terms and Conditions.
Authorised User – means a person that has access to the Online Platform through their organisation’s Membership.
Bank Holiday – means a public holiday in England.
Business Day – means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information – means information about business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential”.
Content – means any text, graphics, link, program or other information which is capable of protection by any form of Intellectual Property Right.
Consumer – means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession.
Data Protection Laws – means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.
Information Commissioner – has the meaning given to it in Article 4(A3), UK GDPR and section 114, DPA 2018.
Intellectual Property Rights or IPRs – means any and all intellectual property rights, including all patents, rights to inventions, copyright and related rights, database rights, rights in designs, trademarks, service marks, trade names, trade secrets, rights to goodwill or to sue for passing off, rights in confidential information (including know-how) and other similar or equivalent rights or forms of protection (whether registered or unregistered) and all applications (or rights to apply) for, and for renewals and extensions of, such rights as may now or in the future exist anywhere in the world.
Members or Member – means an organisation (or person) that has registered with the Online Platform and created an Account. The platform supports several types of members:
- Suppliers – those organisations or tradespeople looking to promote their products and services to buyers in the public sector as well as other suppliers in other categories; and have purchased a package or subscription.
- Sponsoring suppliers – Those suppliers who are utilising the platform in exchange for a financial sponsorship contribution or for contribution in kind;
- Public Sector Procurement / Buyers – Public and Social Housing Sector organisations who wish to secure services of Suppliers;
- Purchasing Organisations – who are involved in the procurement process on behalf of Social Housing or Public Sector Procurement;
- Start Up Business – for the purposes of the Online Platform will be classified as a sole trader and who may or may not be registered at Companies House. A Start Up Business will have been operating for less than 18 months and have an annual turnover of less than £100,000;
- Microbusiness – for the purposes of the Online Platform will be classified as a sole trader and who may or may not be registered at Companies House. A Microbusiness has an annual turnover of less than £100,000;
- Partners consist of public sector organisations that join as partners and provide knowledge, networks, time, contacts, information and other contributions to the platform; and
- Social Enterprise – for the purposes of the Online Platform will be classified as a registered social enterprise or Community Interest Company registered at Companies House with the Registrar of CICs.
Member Office – means a place whereby a business or trades person has been registered as a location on the platform.
Online Platform – means the ProcureCo Platform.
Personal Data – has the meaning set out in the Data Protection Legislation.
Profile – means the information provided by a Member about its organisation and any associated information about the Member’s use of the Website Services which is viewable to other Members.
Subscription Package – means the access / subscription package that You have chosen to pay in order to gain access to the Online Platform and the various elements of the Online Platform that you will be able to access.
Services – means the services provided by a supplier to a buyer.
UK GDPR – has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
Verify / Verified – means the basic checking of data uploaded by a Member. Our verification service is not an approval to work for a buyer (who are responsible for undertaking their own checks).
Website – means our website at www.procureco.uk or such other website through which the marketplace and services are provided from time to time.
Website Services – means the services provided by the Website, including the Online Platform and associated functionality and professional services as may be required, extended or varied from time to time.
You / your – means the Member who agrees to the Subscription Package and Terms and Conditions.
For the purposes of these Terms and Conditions, a reference to “writing” or “written” includes email and any information provided in a Profile or through a project or work package description.
1.1 – Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.2 – A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.3 – A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 – Words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
1.5 – A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 – References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. Our Rights and Obligations
2.1 – Subject to our approval we grant you a non-exclusive, non- transferable right to access the Online Platform solely for usual business operations.
2.2 – We shall provide the Online Platform to you in accordance with the Terms and Conditions of this Agreement using reasonable care and skill.
2.3 – We shall use commercially reasonable endeavours to provide Website availability 99% of the time for the Online Platform each month.
2.4 – We will provide support for Authorised Users, offered by e-mail (9am-5pm Monday to Thursday and 9am–4pm Friday, excluding Bank Holidays). Our response time for any queries shall be within 5 working days of receipt of such query.
2.5 – The Website is provided on an “as is” basis and You are responsible to ensure that it fulfils your requirements.
2.6 – We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.
2.7 – We shall update the Online Platform from time to time to provide upgrades, bug fixes and patches. Upgrades and bug fixes are offered free of charge to Authorised Users. Any new functionality We develop may be out of scope and may be subject to a separate agreement.
2.8 – We shall use reasonable commercial endeavours to prevent unauthorised access to the Online Platform.
2.9 – We shall use reasonable commercial endeavours to prevent malicious use of the Online Platform.
3. Your Rights and Obligations
3.1 – You may access the Online Platform from our Website.
3.2 – You shall not allow your password or log in details to be shared with any other person.
3.3 – You shall:
3.3.1 – keep a secure password for the Online Platform and keep this password confidential;
3.3.2 – ensure that you will use the Online Platform in accordance with the terms of this Agreement and shall be responsible for any breach of this Agreement;
3.3.3 – comply with all applicable laws and regulations with respect to your activities under this Agreement;
3.3.4 – ensure that your network and systems are up to date and fit for purpose; and
3.3.5 – ensure that you access the Online Platform via a reputable internet browser, we recommend Google Chrome as the optimum browser.
3.4 – You shall not access, store, distribute or transmit any viruses or any material on the Online Platform that is illegal or unlawful.
3.5 – You shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or access all or any part of the Services in order to build a product or service which competes with the Services or use the Services to provide services to third parties or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause.
3.6 – You shall use all reasonable endeavours to ensure the information of Authorised Users placed on ProcureCo on behalf of your organisation and/or any personal information is complete and accurate and that you will immediately update the information if it changes or becomes misleading.
3.7 – You acknowledge that Members are entirely responsible for undertaking their own assessment of your business and/or personal information including their own verification of your data along with any further checks that they may need to undertake.
3.8 – You consent to Us making the information contained in your Profile (which may include your or your employee’s personal information) available to appropriate Members on the Website and warrant that you are responsible for determining what information you wish to include within your Profile.
3.9 – You are responsible for agreeing and entering into contracts with any other Member. ProcureCo has no involvement, responsibility or liability in any contract entered into between Members and You accept that all matters relating to any contract, including payment, are the sole responsibility of the parties to the contract.
3.10 – You shall use all reasonable endeavours to prevent any unauthorised access to the Online Platform and in the event of any such unauthorised access or use You will promptly notify us.
3.11 – The Website must not be used by Consumers. You may be required to provide information about your organisation when creating an Account to establish that you are not a Consumer.
3.12 – When registering with the Online Platform we ask You to create a Profile. As a Supplier you may identify your company type (sub-contractor, sole trader, micro business, social enterprise, sub consultant or supplier), which buyers will use for sourcing purposes.
3.13 – We may display to Members statistics regarding the information about your use of the Website, including the number of connections made, the use of the site, number of times a Member has expressed interest in Work or a contract, been invited to tender, submitted a tender and been awarded work.
3.14 – You consent to us making your Profile (which may include your Personal Data, your employee’s personal information, and/or your employers personal information) available to Members on the Website. You warrant and undertake that the information You provide is true and accurate and that You will immediately update the information if it changes or becomes misleading. You agree that You shall provide all reasonable requests for mandatory information required for the completion of a subscription allowing 3DC Learning to verify your organisation.
3.15 – You must protect your Account logins at all times. If you lose control of your Account, You must notify Us immediately. You will be responsible and liable for all activity carried out under your Account regardless of whether this is carried out by you or any third party.
3.16 – You agree to log onto your Account regularly and familiarise yourself with the various terms and conditions, policies and procedures set out on the Website. Those terms and conditions, policies and procedures are binding on you and are, as amended from time to time, incorporated into the subscription.
3.17 – You warrant and undertake that you will not create multiple Accounts for your business.
3.18 – You must not use or permit anyone else to use your Account fraudulently, in connection with a criminal offence, or in breach of any applicable law or statutory duty.
3.19 – You are responsible for providing your own connectivity to the Website at your own cost and expense.
4. Your Content
4.1 – You retain all of your ownership rights in the Content you post to the Website. However, when you post Content to the website you are granting, or warranting that the owner of such Content has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, fully sub- licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or incorporate such Content.
4.2 – You agree to indemnify us against any claims that Content You have posted breaches a third party’s Intellectual Property Rights and acknowledge that we have the right to disclose your identity to any third party who is claiming that any Content You have posted constitutes a violation of their Intellectual Property Rights, right to privacy or is unlawful in any way.
4.3 – You accept we may remove without prior notice to You any Content You post which We in our absolute discretion consider does not or may not comply with this Agreement, including our Acceptable Use Policy.
4.4 – If Content is deleted, We will use reasonable efforts to remove it from the Website, but You acknowledge that caching or references to the Content may not be made immediately unavailable.
4.5 – You accept that all content You post on the Online Platform is available to be viewed by all Members, with reason for doing so, regardless of the type of membership they hold.
5. Accessing and using the Website
5.1 – You may access the Website, but We reserve the right to amend or withdraw the service that we provide on the Website without prior notice. We may also suspend or terminate access to the Website and it may be unavailable at any time or for any period.
5.2 – We do not warrant that the Website is virus free and We accept no responsibility for any infection by virus or other contamination.
5.3 – We do not act as an agent for any Members or other users of the Website.
5.4 – The Website is provided on an as-is and as-available basis. We may modify and amend the Website at any time and You should not rely on the Website to provide any functionality which is critical to your business or store any data on it in the expectation that it will always be retrievable.
6. Reliance on information we post to the Website
6.1 – The Website and materials We post are provided for information purposes only and are not intended to amount to advice on which reliance should be placed. Such material is provided without any guarantees, conditions or warranties that it is accurate, complete or up-to-date. We are under no obligation to update the Website or the materials We post at any time.
6.2 – We require Members to comply with our Acceptable Use Policy, but you acknowledge and accept that it is possible that Member generated content which is posted on the Website may still fall below the standards that We expect and that We do not review all content that is posted and are not liable for any Member generated content. By operating the Website, We do not represent or imply that We endorse any Member generated content, or give any warranty that such material is accurate, reliable, unobjectionable or harmless.
6.3 – The reliance which You may place on any Member generated or posted content will be determined by the terms of any contract you subsequently enter with that Member.
7. Fees and payment
7.1 – Fees are payable in accordance with the Subscription Packages offered by ProcureCo. These packages may be subject to change and ProcureCo warrants that it will notify You of any changes prior to these taking effect.
7.2 – Fees are payable in advance. Membership will not be implemented or will be suspended where fees have not been paid in accordance with the Subscription Package.
7.3 – Fees are payable by credit/debit card at the point of subscription. Members may request BACS payment by email. Acceptance of this request is at 3DC Learning’s discretion.
7.4 – Members may opt to upgrade their account at any time and may opt to take any Subscription Package available to suit their needs. All the features of each of these access types are highlighted on the ProcureCo website. Each type of Subscription Package will have a variety of different features and benefits that benefits to choose from.
8. Data Protection
8.1 – Each party agrees and acknowledges that for the purposes of the Data Protection Laws, each party is a data controller and shall comply with all applicable requirements of the Data Protection Laws.
8.2 – Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Laws by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
8.3 – Either party may, at any time on not less than thirty (30) days’ notice, revise this clause 8.3 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Laws or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
9. Intellectual Property Rights
9.1 – You acknowledge and agree that We own all Intellectual Property Rights in the Online Platform software and associated services.
9.2 – We acknowledge and agree that You own all Intellectual Property Rights for your data stored on the Online Platform.
9.3 – In the event of any loss or damage to your data, your sole and exclusive remedy shall be for Us to use reasonable commercial endeavours to restore the lost or damaged data on your behalf.
10. Confidentiality
10.1 – We shall both hold the other’s Confidential Information in strict confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than in accordance of this Agreement.
10.2 – We acknowledge that your data is the Confidential Information of your Company or yourself if You identify as a sole trader.
11. Indemnity
11.1 – You shall defend, indemnify and hold harmless Us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Online Platform and associated services, provided that:
11.1.1 – your organisation is given prompt notice of any such claim;
11.1.2 – We provide reasonable co-operation to your organisation in the defence and settlement of such claim, at your expense; and
11.1.3 – You are given sole authority to defend or settle the claim.
11.2 – We shall defend You, against any claim that the Online Platform or Services infringes any third party registered UK patent effective as of the date of this Agreement, copyright or database right and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
11.2.1 – We are given prompt notice of any such claim;
11.2.2 – You provide reasonable co-operation to Us in the defence and settlement of such claim, at our expense; and
11.2.3 – We are given sole authority to defend or settle the claim.
11.3 – In the defence or settlement of any claim, We may procure the right for You to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement immediately by giving notice to You.
11.4 – In no event shall We, our employees, agents or sub-contractors be liable to You to the extent that the alleged infringement is based on:
11.4.1 – A modification of the Online Platform or Services by anyone other than Us; or
11.4.2 – Your use of the Online Platform or Services in a manner contrary to the instructions given to You; or
11.4.3 – Your use of the Online Platform or services after notice of the alleged or actual infringement from Us or any appropriate authority.
12. Limitation of Liability
12.1 – Although We ask Members for certain information relating to their identity We do not warrant this information has been confirmed or verified and We are not responsible for ensuring the accuracy or truthfulness of Members’ purported identities or the validity of the information that they provide to Us. You are responsible for correctly identifying a Member before entering any form of agreement with that Member.
12.2 – Subject to Clause 12.3 below, We shall have no liability for any loss of profits, anticipated savings, business opportunity, goodwill or loss of or damage to data or any indirect or consequential losses whether arising in contract, tort (including negligence) or otherwise incurred by You in connection with the Online Platform or associated Services.
12.3 – Subject to Clause 12.4 below, our aggregate liability to You arising out of or in connection with this Agreement is limited to the total paid by You in the twelve (12) months preceding the date of the relevant claim.
12.4 – Nothing in this Agreement shall limit or exclude our liability for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees or for any other liability that cannot be limited or excluded by law.
13. Termination
13.1 – You may terminate your Account at any time by emailing us directly at admin@procureco.uk We shall ensure that the direct debit is terminated for the next monthly payment. Where You have purchased a one (1) year annual subscription, You may terminate the subscription in the last two (2) weeks of the year before the subscription renews. You must ensure that an email is sent directly to Us if You decide to terminate the annual subscription.
13.2 – We may terminate or suspend your Account at any time in the event that You breach any of the terms of this Agreement.
13.3 – No refund shall be given for any unused part of any fees You have paid if your Account is terminated in accordance with Clause 13.1 or 13.2.
13.4 – We may also terminate or suspend your Account at any time on giving You notice to the email address that was provided when the Account was registered with Us. We reserve the right to withdraw or amend the Service that We provide via the Website without notice.
13.5 – On termination of your Membership, You will automatically be withdrawn from the Website Services and your Profile will no longer be accessible to other Members. For the avoidance of doubt, You will continue to be bound by the terms of any contracts you have entered directly with clients and contractors.
14. Dispute Resolution
14.1 – If a dispute arises out of or in connection with this Agreement then You shall follow the procedure set out in this Clause:
14.1.1 – either party shall give to the other written notice of the dispute, setting out its nature and full particulars and the account manager from each party shall attempt in good faith to resolve the dispute;
14.1.2 – if the parties are for any reason unable to resolve the dispute within 10 Business Days of service of the written dispute notice, the dispute shall be referred to a senior officer of each party who shall attempt in good faith to resolve it; and
14.1.3 – if the senior officers are for any reason unable to resolve the dispute within 30 Business Days of it being referred to them, the parties will attempt to settle it by commercial mediation services.
15. Force majeure
Neither party shall be liable to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement (save for obligations to make payment) by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, extreme adverse weather condition, provided that it notifies the other as soon as reasonable practicable and makes reasonable commercial efforts to mitigate the effect of such an event.
16. Waiver
16.1 – A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 – Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law. –
17. Entire agreement
17.1 – This Agreement, the Subscription Package and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
17.2 – Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
18. Assignment
Neither party may, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20. Third party rights
This Agreement does not confer any rights on any person or party other than the parties to this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
21. Variations
We reserve the right to change our Terms and Conditions from time to time. We will notify You of any changes to these Terms and Conditions by posting them on the Website. If the changes are significant, We may provide a more prominent notice including, if appropriate, by email notification.
22. Governing law and jurisdiction
This Agreement is governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales.
Schedule 1: High Level description of the ProcureCo Platform Offering
Your Account
1.1 – The first user from your organisation may register and create an Account to become a Supplier. You may have multiple users from your organisation depending on which Subscription Package you decide to take.
1.2 – On registration and subsequent login(s) You reaffirm your agreement and undertake to comply with the Website terms of use. If you have multiple users from your organisation, then each individual user will have to agree with all the terms and conditions including:
1.2.1 – Terms and Conditions
1.2.2 – Privacy Policy
1.2.3 – Acceptable Use Policy
You also warrant and undertake that You have the necessary authority to enter into this Agreement on behalf of your organisation.
1.3 – You agree that We may use your company logo and company name on our Website(s) and for our own marketing purposes.
The ProcureCo platform
2.1 – The purpose of the Website is to:
2.1.1 – help buyers to source, identify by spend category and engage with suppliers who are able to provide the required Service(s).
2.1.2 – help buyers to connect, communicate and collaborate with suppliers to engage with supply chains
2.2 – Buyers wishing to engage suppliers may post details of anticipated projects and associated tenders to the Website. You accept that we do not check or have any responsibility or liability for the content of projects and tenders. Each public sector or housing association organisation posting is responsible for the future contracts they post on the system to be displayed in the future contracts portal.
2.3 – Procurement representatives and suppliers are responsible for connecting and communicating with each other themselves.
2.4 – You accept that the information stored about your company is stored by the Online Platform and may be used by the buyer or 3DC Learning to provide statistics about your organisation, and We may include this information with your Profile and on the Website in a manner that is viewable by all Members.
2.5 – An ‘award’ issued on the Online Platform by a buyer is not an instruction (or order) to proceed with the Services. If You are successful with a tender and receive an award on the platform, then You are responsible for agreeing and entering into a direct contract with the buyer. We are not involved in the contract between You and the buyer and You accept that all matters relating to the provision of the supplier services, including payment, are to be resolved between You and the buyer.
2.6 – You accept that any statements or information provided to a Member, whether through the Website or otherwise, are solely representations of the Member and by allowing any material to be placed on the Website We make no representation about the Member or any content placed by them.
