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Terms and Conditions |
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Terms and Conditions for Use of the Buen Dia e-Marketplace Service
This Terms of Use Agreement (the "Agreement") describes the terms and conditions
applicable to your use of the web site operated by Buen Dia Software and
Consulting Inc. ("The Company and/or Buen Dia Canada") which is identified by
the uniform resource locator www.buendia.ca ("Buen Dia e-Marketplace"). This
Agreement is entered into between you as the user of the Site (the"User") and
Buen Dia Canada. Any transaction executed through the Buen Dia e-Marketplace
service is governed by the laws of New Brunswick, Canada and any statement
herein with regard to time, period and place is based upon the time, period and
place of New Brunswick, Canada.
Article 1 (Purpose)
The purpose of these Terms and Conditions is to set forth the rights,
obligations and responsibilities between Buen Dia Canada and the User using Buen
Dia e-Marketplace.
Article 2 (Definitions)
The terms used herein shall have the following meaning:
“Buen Dia Canada” means the Company who operate the service called Buen Dia
e-Marketplace.
“Buen Dia e-Marketplace” means the services provided through the uniform
resource locator www.buendia.ca
“User” means any person who accesses Buen Dia e-Marketplace for whatever
purpose, regardless of whether said User has registered on Buen Dia
e-Marketplace as a Subscriber or whether said User is a paying customer for a
specific service provided by Buen Dia Canada. A User includes the person using
this Buen Dia e-Marketplace and any legal entity which may be represented by
such person under actual or apparent authority.
“Subscriber” and “Subscribers” means those who purchased a subscription to the
Buen Dia e-Marketplace and who are entitled to use the information and services
provided by Buen Dia Canada. Each “Subscriber” must also be a registered “User”
with Buen Dia Canada, having previously agreed to be bound by the terms and
obligations of the General Terms of Use Agreement. The terms “Subscriber” and
“Subscribers” may also be used to refer to those who have previously purchased a
subscription to the Buen Dia e-Marketplace but who’s Subscription has since been
terminated.
“Subscriber I.D.” means the English letters, numbers or combination of English
letters and numbers chosen and registered with the Company by Subscribers for
purposes of identification and use of Buen Dia Canada services.
“Password” means the English letters, numbers or combination of English letters
and numbers chosen and registered with the Company by Subscribers to verify
their identity and protect their rights, interests and confidential information.
“Operator” means the person appointed by the Company to be responsible for
management and smooth operation of the Buen Dia Canada services.
“Lead” means the identity of a person or entity potentially interested in
purchasing a product or service. “Lead” does not mean the guarantee of a sale or
completed transaction for a product or service.
“Client” means a potential buyer who express interest by written in buying
products from a subscriber. It could be a direct buyer, a partner or a
distributor.
Article 3 (Acceptance)
1.- By accessing or using Buen Dia e-Marketplace, you hereby agree to accept the
terms and conditions set forth in this Agreement as an User. You shall be bound
by the terms and conditions of this Agreement with respect to your access or use
of Buen Dia e-Marketplace and any further upgrade, modification, addition or
change to Buen Dia e-Marketplace. If you do not accept all of the terms and
conditions of this Agreement, please do not use Buen Dia e-Marketplace.
Article 4 (Types of Buen Dia Canada Services)
1. Buen Dia Canada provides the operation services of an Business to Business
e-Commerce Platform, the list of which is as follows, and are subject to a fee:
a) e-Catalogue
The goal of the e-Catalogue is to expose companies with products and services
advertised on a multilingual e-Marketplace designed specifically for
international trading.
b) Leads generation
The goal of this service is to identify qualified leads abroad, with a clear
interest in doing business with the Susbcriber.
c) Negotiation service
The goal of this service is to conduct a full transparent Negotiation process
between the Susbcriber and a potential client, until both of them express their
satisfaction with the information provided by the other part, which should lead
to a commercial transacction. This could be a memoramdum of understanding, an
invoice, a letter, an e-mail, a record on Buen Dia e-Marketplace, or any written
document to proof that both parts are in business. The Negotiation service does
not include selling goods or services. Buen Dia Canada does not provide
brokerage service, and does not work as broker. The Negotiation service provided
by Buen Dia Canada is limited to act as negotiatiors between two sides in order
to reach a settlement.
Buen Dia Canada guarantee that the Negotiation process will result in a sale or
a completed transaction.
d) e-Procurement
The goal of the e-Procurement is to enable transactions using software for
matching buyers and suppliers in real time allowing parties to do ongoing
business. This service require a special registration, which will be available
for April 01st , 2011. Fees for this service will be announced on March 2011.
e) Value-added Personalised Services
These services are customisable and may include one or more of the following:
1. Searching for opportunities through marketing research
2. Identifying buyers needs through surveys
3. Benchmarking
4. Translation services on Advertisement, Commercial, or Technical documents.
5. Other electronic commerce transaction related services
The Company only develops and provides tools that enhance the security and
reliability of transactions between sellers and buyers. The Company does not
sell items to buyers nor buys items from sellers.
Article 5 (No Agency)
The Company only operates, manages, and provides a system for freely trading
items or services between sellers and buyers and is not an agent for
Subscribers, sellers or buyers. Responsibilities relating to transactions among
Subscribers and information provided by Subscribers must be borne solely by the
relevant Subscribers.
Article 6 (No Guarantee)
In connection with the transactions between the sellers and buyers through Buen
Dia e-Marketplace, the Company does not guarantee the existence and genuineness
of the intent to sell or buy, the quality, completeness, safety, and legality of
the registered items, non-infringement of third party rights, or the
truthfulness or legality of the information entered by the sellers or buyers and
data posted on the URL linked to the information entered by the sellers or
buyers. The relevant Subscriber bears all risks and responsibilities relating to
such transactions.
Occasionally Buen Dia Canada may choose to offer special promotions, deals,
guarantees, or offers. These promotions, deals, guarantees or offers are for the
limited times specified within the words of the promotion, deal, guarantee or
offer. After the expiry of the time specified in the promotion, deal, guarantee
or offer, or after the completion of the promotion, deal, guarantee or offer or
after the full satisfaction of the promotion, deal, guarantee or offer
(whichever occurs first), the promotion, deal guarantee or offer shall end and
is no longer available to Subscribers.
Occasionally Buen Dia Canada may choose to offer a guarantee of a certain amount
of Leads to Subscribers. These offers are for the limited times specified within
the words of the offer. After the expiry of the time specified in the offer or
after the number of guaranteed Leads has been reached (whichever occurs first),
the offer shall end and no further leads shall be guaranteed by Buen Dia Canada.
Article 7 (Disclosure, Effect and Amendment of the Terms and Conditions)
The Terms and Conditions, the name, location, name of representative, business
registration number, telecommunication sale business registration number and
contact points (telephone and fax numbers and e-mail address) of the Company are
posted on the homepage of the Company’s website
The Company may amend the Terms and Conditions to the extent permitted by any
relevant Statutes and laws.
In the event of amendment of the Terms and Conditions, the effective date and
the reasons for amendment are posted on the homepage of Buen Dia Canada
(www.buendia.ca), together with the current Terms and Conditions, at least one
day before the effective date.
Article 8 (Governing Laws)
Matters not provided for in the Terms and Conditions shall be governed by the
Secure Electronic Signature Regulations S.O.R./2005-30 and amendments thereto,
the Personal Information Protection and Electronic Documents Act S.C. 2000 and
amendments thereto, c. 5, the New Brunswick Electronic Transactions Act S.N.B.
2001, c. E-5.5 and amendment thereto, and other related laws and regulations and
general commercial practices.
For transactions executed through the Buen Dia e-Procurement service, the Acts
and laws specified above and other relevant laws and regulations shall primarily
apply to the parties to the transactions, and the parties may not claim
indemnification or exemption under the Terms and Conditions.
If necessary, Buen Dia Canada may set out terms that apply to specific services
(“Individual Terms”) and notify Subscribers in advance through Buen Dia
e-Marketplace.
If necessary, Buen Dia Canada may set out specific terms that apply to the use
of general services (“Use Policy”) and notify Subscribers in advance through
Buen Dia e-Marketplace.
Any change in the Individual Terms under paragraph 3 and the Use Policy under
paragraph 4 shall be communicated through Buen Dia e-Marketplace seven days
before the effective date of such change.
Subscribers are responsible for reviewing the Individual Terms and the Use
Policy to check for any notices of change.
Article 9 (Execution of the Buen Dia e-Marketplace Service Use Contract)
The Buen Dia e-Marketplace Service Use Contract (the “Use Contract”) is deemed
executed upon the Company’s approval of the application by a person who desires
to use the Buen Dia e-Marketplace Service.
An application for execution of the Use Contract is made if the person wishing
to use the Buen Dia e-Marketplace Service completes the on-line form provided by
the Company and consents to the Terms and Conditions.
A Subscription is effective at the time the approval from Buen Dia Canada is
received by the Applicant/Subscriber. Applications are handled in the order
filed.
The Company may withhold its approval of an application in the following cases,
among others:
Lack of facility capacity;
Technical difficulty;
False statement, omission or miswriting in the registered information;
Reapplication within two months from Buen Dia Canada’s termination of the Use
Contract;
For any other reason at Buen Dia Canada’s sole discretion.
Article 10 (Change of Personal Information)
In the event of change in any matter stated at the time of application,
Subscribers must immediately update his or her information.
Any damages caused by the failure to update personal information shall be borne
by the relevant Subscriber, and Buen Dia Canada shall not be held liable for
such damages.
Buen Dia Canada will not use the Subscriber’s information for any purpose other
than the provision of the Buen Dia Canada services nor disclose such information
to a third party without the relevant Subscriber’s consent, unless such
provision or disclosure is required pursuant to applicable laws and regulations.
Article 11 (Termination of the Use Contract)
Termination by Subscribers:
A Subscriber may terminate the Use Contract at any time by providing notice to
Buen Dia Canada, provided, that the Subscriber has taken the necessary actions
to finalize any and all transactions at least seven days prior to the date of
the termination notice.
A Subscriber shall be responsible for any consequences arising from the
termination notice within said period, and upon termination of the Use Contract,
Buen Dia Canada may withdraw all benefits given to the Subscriber.
If a Subscriber who has terminated the Use Contract desires to use the Buen Dia
Canada service again, the Subscriber must obtain Buen Dia Canada’s prior
approval.
Termination by the Company:
Buen Dia Canada may terminate the Use Contract in the event of occurrence or
verification of the following:
infringement or damage upon the rights, reputation, credit or any other interest
of Buen Dia Canada or any other Subscriber or breach of Canadian laws or
violation of public order and morals;
obstruction of the proper processing of the Buen Dia Canada services provided by
the Company;
circumstances in which the Company finds it necessary, in its sole judgment, to
refuse and/or terminate the Buen Dia Canada services.
If Buen Dia Canada terminates the Use Contract, Buen Dia Canada will notify the
Subscriber through e-mail, telephone or other means. The Use Contract shall be
terminated at the time when Buen Dia Canada notifies the Subscriber of its
intent to terminate.
If Buen Dia Canada terminates the Use Contract, these Terms and Conditions shall
continue to apply with respect to transactions executed before the termination.
When the Use Contract is terminated pursuant to this Article, Buen Dia Canada
may withdraw any benefits given to the relevant Subscriber.
If the Use Contract is terminated pursuant to this Article, Buen Dia Canada may
refuse to approve the Subscriber’s re-application.
Article 12 (Management of Subscribers)
Buen Dia Canada may take any or all of the following measures against
Subscribers who have violated the Terms and Conditions, applicable laws and
regulations or general commercial practices:
Withdrawal of all or part of the benefits given by Buen Dia Canada;
Restriction on use of certain services;
Termination of the Use Contract;
Reporting to relevant authorities;
Claim for damages
Buen Dia Canada will attempt to notify the relevant Subscriber by phone or
e-mail prior to taking any measure specified above, but if the Subscriber cannot
be reached, or in cases of urgency, Buen Dia Canada may take the measure first
and notify the Subscriber after the event.
Subscribers may dispute the measures taken by Buen Dia Canada under this Article
if they have grounds to do so.
Article 13 (Creation, Execution and Completion of Transactions between
Subscribers, Buyers, and Suppliers)
A purchase contract is executed when a seller accepts a buyer’s offer to
purchase a given item or service based on the terms suggested by the seller.
Buen Dia Canada is not party to any transactions or agreements of any kind
between Buyers, Suppliers, Subscribers and/or third parties.
Buen Dia Canada does not represent the seller nor the buyer in specific
transactions and does not charge any commissions from completing any
transactions. As a result, Buen Dia Canada does not warrant or control and is
not liable to or responsible for the quality, safety, lawfulness or availability
of the products or services offered for sale on Buen Dia Canada or the ability
of the suppliers to complete a sale or the ability of buyers to complete a
purchase.
Each Subscriber acknowledges that it is fully assuming the risks of purchase and
sale transactions when using Buen Dia e-Marketplace to conduct transactions, and
that it is fully assuming the risks of liability or harm of any kind in
connection with subsequent activity of any kind relating to products or services
that are the subject of transactions using Buen Dia e-Marketplace. Such risks
shall include, but are not limited to, misrepresentation of products and
services, fraudulent schemes, unsatisfactory quality, failure to meet
specifications, defective or dangerous products, unlawful products, delay or
default in delivery or payment, cost miscalculations, breach of warranty, breach
of contract and transportation accidents. Such risks also include the risks that
the manufacture, importation, export, distribution, offer, display, purchase,
sale and/or use of products or services offered or displayed on Buen Dia
e-Marketplace may violate or may be asserted to violate Third Party Rights, and
the risk that Subscriber may incur costs of defence or other costs in connection
with third parties' assertion of Third Party Rights, or in connection with any
claims by any party that they are entitled to defence or indemnification in
relation to assertions of rights, demands or claims by Third Party Rights
claimants. Such risks also include the risks that consumers, other purchasers,
end-users of products or others claiming to have suffered injuries or harms
relating to product originally obtained by Subscribers of Buen Dia e-Marketplace
as a result of purchase and sale transactions in connection with using Buen Dia
e-Marketplace may suffer harms and/or assert claims arising from their use of
such products. All of the foregoing risks are hereafter referred to as
"Transaction Risks". Each Subscriber agrees that Buen Dia Canada shall not be
liable or responsible for any damages, liabilities, costs, harms,
inconveniences, business disruptions or expenditures of any kind that may arise
a result of or in connection with any Transaction Risks.
Buen Dia Canada is not responsible and does not provide the following services:
1.- methods for payment of prices agreed to between Subscribers, Buyers, and/or
Suppliers;
2.- anything relating to deliver of products or services contracted for between
Subscribers, Buyers, and/or Suppliers;
3.- mechanisms for disputing complete or incomplete transactions between
Subscribers, Buyers, and/or Suppliers.
Article 14 (Service Period and Suspension of Service)
The service period under these Terms and Conditions shall be from the date of
application for use of the services until termination of the Use Contract.
Buen Dia Canada may temporarily suspend the services in the event of repair,
inspection, replacement and malfunction of computers and other information and
communication facilities and interruption of communication, in which case, Buen
Dia Canada will announce the temporary suspension of service and the reasons
thereof on the homepage of the Buen Dia Canada’s website.
Buen Dia Canada may restrict or temporarily suspend the services if Buen Dia
Canada’s services cannot be provided due to any force majeure event or any
similar events beyond Buen Dia Canada’s control.
Article 15 (Refund policy)
1.- Refund eligibility is based solely upon the impossibility of concluding the
Negotiation process in a sale or a completed transaction within 18 months after
a Subscriber has signed the Use Contract for at least one new potential client.
If that is the case, you will receive a full refund, less a $200 service fee.
2.- This refund policy is subject to the accomplishment of the article 16 of
this Agreement by the Subscriber.
Article 16 (Obligations of the Subscriber)
1.- The Subscriber shall at its own expense supply Buen Dia Canada with all
necessary documents, materials, data, decisions and approvals and any other
information relating to the Services, within sufficient time to enable Buen Dia
Canada to provide the Services in accordance with this agreement. The Subscriber
shall ensure the accuracy of all the information posted to Buen Dia
e-Markeplace.
2. A Subscriber has 7 business days to respond to questions or comment on
information provided by Buen Dia Canada during the negotiation process.
Article 17 (Ownership and Copyright)
The Company has established and enforces a policy to protect the copyrights of
copyright holders in connection with the provision of its services, and
Subscribers must comply with the copyright policy of the Company. The Subscriber
acknowledges and agrees that as between the Company and the Subscriber, the
Company shall be the owner of all intellectual property rights in the Software,
Documentation, Content, Databases, (and all related Modifications to Software,
Documentation, Content, and Databases), written materials, logos, trademarks,
trade names, copyright, patents, trade secret and moral rights, registered or
unregistered. No proprietary interests or title in or to the intellectual
property in the Software, Documentation, Content, Databases, or any
Modifications is transferred to the Subscriber by this Agreement.
Article 18 (Disclaimer)
The Company only provides a transaction system based on the Buen Dia
e-Marketplace platform, and parties to a transaction shall be responsible in the
event of any disputes arising in connection with any transactions completed or
attempted using the Buen Dia e-Marketplace transaction system.
Apart from wilful misconduct or gross negligence of the Company, the Company is
not liable for any damages suffered by a Subscriber or a third party due to
temporary suspension of the services pursuant to Article 14(2).
If the Company restricts or suspends services pursuant to Article 14(3), the
Company is not liable on grounds of force majeure.
The Company shall not be held liable for any disruption or other interruption in
connection with the operation of the Company’s website due to any cause
attributable to a Subscriber.
The Company shall not be held liable for any damages arising from a Subscriber’s
disclosure or provision of his or her personal information to another.
Article 19 (Jurisdiction)
Any legal proceedings brought in connection with disputes arising between the
Company and any Subscriber from Buen Dia Canada services shall be submitted to
the competent court having jurisdiction over the location of the head office of
the Company which is currently at:
Buen Dia Software and Consulting Inc.
46 Dineen Drive
Suite 322
Fredericton, New Brunswick
Canada, E3B 9W4
Article 20 (Others)
The Company may, if necessary, change or suspend certain services (or part
thereof) temporarily or permanently by providing advance notice on its website.
The Company and Subscribers may not transfer the rights and obligations under
these Terms and Conditions to a third party without prior consent of the other
party.
Agreements, memoranda of understanding and notices additionally executed between
the parties and notices on Buen Dia e-Marketplace to Subscribers pursuant to
changes in the Company’s policies, enactment and amendment of laws and
regulations, and announcements and guidelines of public authorities shall
constitute part of these Terms and Conditions.
Every Subscriber agrees to be abide by and be bound by all the terms and
obligations contained in this Agreement as well as all the terms and obligations
contained in the General Terms of Use Agreement entered into upon first
registering as a User of Buen Dia e-Marketplace.
Article 21 (Services & Fees)
Buen Dia Canada services are provided by both human and electronic components.
Buen Dia Canada expressly reserves the right to replace human services by
electronic services and vice versa at its sole discretion. Buen Dia Canada also
expressly reserves the right to create and/or to raise the fees for both its
human and/or electronic services at any time after having provided a Subscriber
with notice of the new or increased fee(s) at least seven (7) days in advance of
the creation of the fee or increase.
Subscribers are required to pay a yearly fee for services which fee is due at
the beginning of every twelve-month period of an individual Subscription. This
yearly fee may be increased by Buen Dia Canada by providing a Subscriber with
notice of the increase seven (7) days in advance of the expiry of the
Subscriber’s current Subscription.
In addition to basic subscription services, Buen Dia Canada also offers
transactional services at an hourly fee, which is subject to change. The current
hourly fee is made available to subscribers upon request. The transactional
services are defined in article 4(e).
Buen Dia Canada reserves the right to reduce or change the types of services
included with a Subscription by giving a Subscriber notice of such reduction or
change seven (7) days in advance of the expiry of the Subscriber’s current
Subscription.
Article 22 (Use of Site)
The Subscriber is solely and entirely responsible for any and all activities
that occur under its account.
The Subscriber agrees to keep its password confidential and to send notice to
Buen Dia Canada within twenty-four (24) hours if its password has been
compromised.
The Subscriber acknowledges that the internet is a network of computers
worldwide and that any information submitted by the Subscriber to Buen Dia
Canada necessarily is routed via third party computers to Buen Dia Canada. The
Company is not responsible for lapses in online security and does not assume
liability for any improper use of a Subscriber’s information by a third party.
All content on Buen Dia e-Marketplace is owned by Buen Dia Canada or others and
is protected under applicable copyrights, patents, trademarks, trade dress,
and/or other proprietary rights, and the copying, redistribution, use or
publication by the Subscriber of any such content or any part of the System is
prohibited. Under no circumstances will a Subscriber acquire any ownership
rights or other interest in any content by or through use of Buen Dia
e-Marketplace or Buen Dia Canada’s website(s).
Article 23 (Languages)
Buen Dia Canada provide services just in three languages: English, Spanish and
Portuguese. Contents in French are welcome in the service, but if a Susbcriber
would like to upload and publish contents in French, those contents must be
provided by the Subscriber. The Company does not provide translation services
from French to another language, nor from another language to French.
Article 24 (Effective Date)
These Terms and Conditions shall become effective as of August 04th , 2010.
Contract accepted by: Tom Anderson
On: August 16th, 2010 |
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