Buyer Terms of Service

1. Definitions

TenderAsili is a cloud-based procurement and supplier-sourcing platform operated by TenderAsili Limited ("TenderAsili", "we", "us"). In these Buyer Terms:

• "Buyer", "you" means the organization that uses TenderAsili to source goods, services or works and to prequalify or manage suppliers, together with its authorized representatives.
• "Supplier" means a business or individual that participates in your sourcing activities on the platform.
• "Sourcing event" or "RFx" means any request for quotation, request for proposal, tender, prequalification, expression of interest, or similar activity you publish on the platform.
• "Services" means the TenderAsili applications, website, content, and features made available to you.

2. Acceptance and Eligibility

By accessing or using the Services you confirm that you have read, understood, and agree to these Buyer Terms, our general Terms & Conditions, and our Privacy Policy. You represent that you are at least 18 years old and that you have authority to bind your organization to this agreement.

If you do not agree, you may not access or use the Services. We may suspend, deny, or withdraw access to the Services, or any part of them, where these Buyer Terms are breached.

3. Buyer Account

To use the Services you must register a buyer account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, and you must notify us immediately of any unauthorized use or suspected breach of security.

Access is role-based. You are responsible for the users you invite to your organization's account and for ensuring their use complies with these Buyer Terms.

4. Publishing and Managing Sourcing Events

Each RFx you publish must clearly specify the goods, services or works required, the qualifications and criteria for suppliers, timelines, and any other details necessary to obtain correct responses. Publishing an RFx amounts to your request to receive quotes and bids on the terms of this agreement.

You may amend, unpublish, or cancel a sourcing event in accordance with the platform's functionality. TenderAsili may verify the information in a published RFx to confirm correctness and legitimacy, and may cancel or remove content that breaches these Buyer Terms or applicable law.

5. Evaluation, Award, and Fulfilment

You are solely responsible for evaluating bid responses, selecting suppliers, and awarding contracts. TenderAsili does not participate in, influence, or interfere with your evaluation and award decisions, and provides administrative and technology services only.

Any contract formed following a sourcing event is between you and the awarded supplier. TenderAsili is not a party to that contract and bears no liability for the delivery, quality, or fulfilment of the goods, services, or works, nor for returns, refunds, or cancelled purchase orders between you and a supplier.

6. Fees and Payment

Your use of the Services may result in charges, which will be disclosed to you and may be governed by a separate service agreement. Charges are inclusive of applicable taxes and levies. Payments may be made by card (Visa/Mastercard), bank transfer, or mobile money; cheque payments are accepted only by prior arrangement.

Cancellation of an in-progress sourcing event may attract cancellation fees as set out on the Services. Fees are non-refundable except where paid in error or in excess, in which case reasonable evidence may be required and refunds may take up to five (5) business days to process.

7. Licence and Restrictions

Subject to your compliance with these Buyer Terms, TenderAsili grants you a non-exclusive, non-transferable, revocable licence to access and use the Services for your organization's own procurement purposes. You agree not to:

• resell, sublicense, or otherwise commercially exploit the Services or make them available to third parties;
• copy, modify, reverse engineer, decompile, or create derivative works of the Services except as permitted by law;
• scrape, index, data-mine, or use robots or similar tools to extract data from the Services;
• remove proprietary notices, or frame or mirror any part of the Services;
• introduce viruses or harmful code, or interfere with the integrity, performance, or security of the Services.

8. Data Protection

Where you process personal data of suppliers or their representatives through the Services, you act as a data controller and must comply with the Kenya Data Protection Act, 2019. TenderAsili processes personal data in accordance with our Privacy Policy, which is incorporated into these Buyer Terms. You must only use personal data obtained through the Services for legitimate procurement purposes connected to your sourcing activities.

9. Intellectual Property

The Services and all rights in them remain the property of TenderAsili and its licensors. Nothing in these Buyer Terms transfers to you any right in the Services other than the limited licence granted above, or any right to use the TenderAsili name, logo, or trademarks. Any feedback you provide may be used by TenderAsili without restriction.

10. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, TenderAsili disclaims all warranties, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Services will be uninterrupted, error-free, or secure, or that suppliers, bids, or content will meet your requirements.

11. Limitation of Liability

To the maximum extent permitted by law, TenderAsili shall not be liable for any indirect, incidental, special, or consequential loss, or for loss of profit, revenue, data, or goodwill, arising from your use of the Services or from any transaction with a supplier. In any event, TenderAsili's aggregate liability shall not exceed the amounts paid by you for the Services in the six (6) months preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify and hold harmless TenderAsili, its officers, directors, employees, and agents from any claim, loss, liability, or expense (including reasonable legal fees) arising from your use of the Services, your sourcing events, your breach of these Buyer Terms, or your violation of any law or third-party right.

13. Confidentiality and Non-Solicitation

You agree to keep confidential any non-public information concerning TenderAsili, other users, and suppliers obtained through the Services, and to use it only for the purpose of your procurement activities. You shall not use the Services to solicit or entice away suppliers from the platform other than in connection with a legitimate sourcing event.

14. Suspension and Termination

We may suspend or terminate your access to the Services, with or without notice, if you breach these Buyer Terms, fail to pay applicable fees, or use the Services unlawfully. You may stop using the Services at any time. Provisions that by their nature should survive termination will continue to apply.

15. Governing Law and Dispute Resolution

These Buyer Terms are governed by the laws of the Republic of Kenya. The parties will first seek to resolve any dispute amicably through good-faith negotiation; failing which, the dispute shall be submitted to the exclusive jurisdiction of the courts of Kenya, or to arbitration in Nairobi under the Arbitration Act where the parties so agree in writing.

16. Changes to These Terms

We may update these Buyer Terms from time to time. Revised terms take effect when posted, with an updated effective date and version above. Your continued use of the Services after changes are posted constitutes acceptance of the revised Buyer Terms.

17. Contact Us

For questions about these Buyer Terms, contact TenderAsili at contact@tenderasili.com, +254 714 555 554, or TenderAsili Limited, Kunde Road, Nairobi, Kenya.