TERMS OF SERVICES FOR SUPPLIERS
The Terms of Services for Suppliers was updated on June 25, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH SUPPLIERS MAY CREATE LISTINGS FOR CONNECTIONS AND BUYERS MAY LEARN ABOUT AND REQUEST FOR SOURCING DIRECTLY WITH THE SUPPLIERS. YOU UNDERSTAND AND AGREE THAT TRIDGE IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN BUYERS AND SUPPLIERS, NOR IS TRIDGE AN AGENT, ADVISOR, BROKER OR INSURER. TRIDGE HAS NO CONTROL OVER THE CONDUCT OF SUPPLIERS, BUYERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY SALE AND PURCHASE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Whereas, the Suppliers shall be able to list their products that they want to sell through Tridge and propose a sale commission fee percentage on their own. The fee level will affect the order of being placed to buyers when there are competing suppliers with the same products.
The Buyers are users who register as a buyer for the purpose of requesting for sourcing. The Buyers will be provided with the service of receiving supplier contacts. The supplier contacts are proprietary assets of Tridge, and therefore no matter whether such Buyers plan to deal with the introduced Suppliers, the supplier contact information should be dealt with strict care on the confidentiality.
Service Description: The Suppliers will register to be able to list their product items with specifications and quotations. As a Supplier, you can create a listing of products that you want receive a buyer information for. This listing will be shared with a buyer from time to time depending on Tridge’s assessment on the competitiveness of such products. Tridge reserves a right to represent the Supplier.
These Terms of Services for Suppliers shall be defined as the “Agreement.”
“Company” means Tridge Co., Ltd and its affiliated entities. It also includes
"Tridge Content" means all Content that the Company makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“Buyer” means the user who signs up as a buyer will be regarded as a prospective buyer or current buyer regardless of closing an actual purchase.
"Introduced Buyer" means the buyer introduced by Tridge, including but not limited to, its affiliated companies or individuals and its customers, who eventually execute the purchasing transaction with the Supplier.
“Supplier” means the user who signs up as a supplier and lists their products. The action of listing their products will be regarded as a formal request for selling their products or goods according to the Terms of Service for Suppliers.
“Member” means all kinds of users who sign-up to Tridge.
“Member Contents” means all kinds of contents that the Member submit, list, input, and/or upload to Tridge websites or applications.
"Listing" means an item or product that is listed by a Supplier with information of specifications and price quotations as available for sales, including photos, videos, documents, geographies and sometimes product specialties.
“Introduced Supplier” means that a Supplier that is introduced by the Company to a Buyer.
“Transaction” means any or all the activities relating to sales and purchase of goods between the Supplier(s) and Buyer(s). It also includes, but is not limited to, exchanging samples, negotiating prices, receiving catalogues, visiting the site of the buyer or supplier, and making an agreement.
“Transaction Amount” means the total amount of the Transaction in aggregate.
“Transaction Fee(s)” or “Commission Fee(s)” means the amounts that are due and payable by a Supplier in exchange for incurring a sales transaction with a Buyer(s) that the Company has introduced. The Supplier shall submit the Transaction Fee percentage when the Supplier lists their products. Transaction Fees will be calculated based on the percentage of the total sales incurred between the Supplier and Introduced Buyers. For the avoidance of doubt, the Transaction Fee and Commission Fee will be cross-used as the same definitions.
"Tridge Content" means all Content that the Company makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
"Collective Content" means Member Content and Tridge Content.
"Content" means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Finder” means a Member who creates a Profile and Listing of connections or advisory services via the Site at finder.tridge.com.
“Request” means a request that the Company find a supplier for a business purpose.
The Buyer and the Company are sometimes individually referred to as a “Party” and sometimes collectively as “Parties”. A Buyers are sometimes referred to as a “Receiving party” with regard to confidential information that will be received from the Company.
Transaction Parties means both the Supplier and Buyers.
- Non-Disclosure Provision
- Each Party has requested, and may be receiving from the other, Confidential Information, as defined herein, of a proprietary and nonpublic nature for its use and for the use of its officers, directors, agents, employees, affiliates, and representatives, including agents and vendors (collectively “Representatives”) in connection with certain discussions related to a potential Transaction between the Parties.
- All the information that the Supplier obtained from the Company shall not be disclosed to any third party individuals or organizations for the reason other than an internal decision making process. In case that such information is shared or disclosed with any third party either for a commercial purpose or not,
- Confidential Information Defined. Each Party acknowledges that, in the course of discussions in connection with the Transaction, it will receive, or obtain through inspection or observation of files, properties or facilities, certain nonpublic and Proprietary Information, as defined herein, from the other Party or its subsidiaries, affiliates, parent, or joint ventures, including but not limited to financial, technical and business activities, reports, plans, market projections, data or any other confidential and proprietary information relating to the Transaction and the disclosing Party and its affiliates. All such financial, technical or other business information supplied by each Party and its Representatives, whether in oral, written or electronic form, whether marked as ‘Confidential’ or not so marked, including Proprietary Information, is hereinafter called “Confidential Information.” The term “Confidential Information” also includes: (a) the fact that the Confidential Information has been made available to is being inspected or evaluated; (b) the fact that the Parties are involved in or discussing the Transaction; and (c) any information, work papers, analyses, compilations, projections, studies, documents, terms, conditions, correspondence, facts or other materials derived or produced by either Party or any of its Representatives based on materials or information received from the other Party in connection with the Transaction. Any Confidential Information supplied by either Party prior to the execution of this Agreement shall be considered in the same manner and subject to the same treatment as the Confidential Information made available after the execution of this Agreement.
- Proprietary Information Defined. “Proprietary Information” includes, without limitation, any (a) trade secret, know-how, idea, invention, process, technique, device, design, schematic, drawing, formula, data, plan, strategy and forecast of, and (b) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel and other information and materials of, the Parties and their respective employees, consultants, investors, affiliates, licensors, suppliers, vendors, customers, and clients.
- Use and Nondisclosure Obligation. The receiving Party shall use the Confidential Information solely for the purpose of evaluating its prospective participation in the Transaction and shall keep the Confidential Information in complete confidence and shall not disclose such Confidential Information, in whole or in part, to any person other than its Representatives except with the prior written consent of disclosing Party or as otherwise permitted hereunder; provided that (a) the receiving Party shall require its Representatives to be bound by the terms of this agreement to the fullest extent as if they were parties hereto and (b) the receiving Party shall be responsible for any breach of this agreement by it or any of its Representatives.
- Standard Protection. For the purposes of complying with the obligations set forth herein, the receiving Party shall use efforts commensurate with those it employs for the protection of corresponding sensitive information of its own, which in any event shall not be a lesser standard than the type of efforts that would be taken by a reasonable person for the protection of his or her own highly sensitive information and trade secrets.
- Compliance with Legal Process. The receiving Party agrees that, if requested or required, in connection with any legal proceeding or investigation or regulatory or administrative process, to disclose any Confidential Information of the disclosing Party, the receiving Party will: (a) promptly notify the disclosing Party, (b) consult with the disclosing Party on the advisability of taking steps to resist or narrow such request or requirement, and (c) if disclosure is required or deemed advisable, reasonably cooperate with the disclosing Party in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to designated portions of Confidential Information.
- Ownership; Return of Confidential Information. All Confidential Information (including tangible copies and computerized or electronic versions thereof) disclosed by the Company to the Supplier shall remain the property of the disclosing Party. Within ten (10) days following the earlier of the termination or expiration of this Agreement or receipt of a written request from the Company, the Supplier shall destroy all tangible materials containing or embodying the Confidential Information or generated therefrom. The Supplier shall not assert directly or indirectly any right with respect to the Confidential Information which may impair or be adverse to the Company’s ownership thereof. All proprietary and intellectual property rights in and to Confidential Information shall remain the sole property of the Company, and nothing in this agreement shall be construed in any way to grant to the Supplier or its Representatives any express or implied option, license or other right, title or interest in or to any Confidential Information provided by the Company, or to any intellectual property rights embodying in such Confidential Information.
- Remedies for Breach. The Parties understand and agree that money damages would not be sufficient remedy for any material breach of this Agreement and the Parties shall be entitled to seek injunctive or other equitable relief to remedy or forestall any such material breach. Such remedy shall not be deemed to be the exclusive remedy for any material breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. Furthermore, upon a finding by a court of competent jurisdiction of a material breach of this Agreement by either Party, such Party shall be responsible for and immediately reimburse the other Party for all costs and expenses, including attorney’s fees and expenses, incurred in connection with enforcing this Agreement.
- No Representations of Further Obligations. None of the Confidential Information which may be disclosed shall constitute any kind of representation, warranty, assurance, guarantee or inducement by the Company to the Supplier, and in particular, with respect to the accuracy or completeness of any Confidential Information. The Parties agree that neither the Company under this agreement nor any of its Representatives shall have any liability to the Supplier or to any of its Representatives relating to, or resulting from, the use of the Confidential Information. Unless and until the Parties shall have executed and delivered a definitive transaction agreement, neither Party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this agreement except for the matters specifically agreed to herein.
- Non- solicitation. Recipient agrees that, for a period of two (2) years from the date of this Agreement, unless the Company agrees otherwise in writing, the Supplier will not directly or indirectly solicit for employment or employ any persons who are employees of the Company; provided, however, that the foregoing provision (i) will not prevent the Supplier from employing any such person (a) who prior to the date of this Terms of Services for Suppliers has applied for, or been in discussions with the Supplier with respect to, employment, or (b) who is no longer employed by the Company at the time of such solicitation and (ii) shall not apply to any employees of the Company who respond to any public advertisement or general solicitation (or any hiring pursuant thereto) that is not specifically targeted at such person(s).
- Non- compete. The Supplier agrees not to seek a similar arrangement to compete with the Company relevant in any way with the Transactions, and the effective date of this clause shall take effect from the signing date of this Terms of Services until the Company has terminated all professional relationship with the Supplier.
- Duration of Obligation. The Parties agree that they shall abide by the obligations set forth in this Terms of Services for Suppliers for a period of three (3) years from its signing.
- No Waiver. No failure or delay by the Parties in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
- Transaction Update Obligation. The Supplier shall inform the latest progress of any transaction with the Introduced Buyers when the Company requests for any update of the Transaction. Especially when the Supplier has entered into an agreement to sell goods to the Introduced Buyer, the Supplier shall immediately update the Company of such an agreement. The Supplier, upon the Company’s request or within 10 days of the departure of the goods from the Supplier’s embarkation location, must share to the Company either: i) a copy of the original bill of lading, ii) a copy of the surrender bill of lading, or iii) any relevant documentation proving the delivery of the goods to the Buyer. Failure to comply, either intentionally or unintentionally, shall constitute as denial of Compensation as defined herein, and the Company shall reserve the right to take any necessary action for collecting the Compensation and preventing future recurrences, including but not limited to legal lawsuits and/or registering the Supplier as a fraudulent or non-complying Supplier.
- Compensation: The Supplier will pay to the Company Commission Fees for all Transactions in accordance to the following commission methodology:
- The Commission Fee that the Supplier proposed during the Listing process shall be remitted to the Company by the Supplier. For any additional commissions and/or terms, separate Schedules shall be drafted and added as addendum to this Agreement for each Transaction as defined in Clause 15 (Schedules).
- Such commission shall become due to the Company within 5 business days of the first payment of each Transaction and the Company shall be entitled for full payment regardless of any partial or full payment made to the Supplier.
- All sums payable under this Agreement these Terms of Services for Suppliers are exclusive of any value added tax or other applicable sales tax, which shall be added to the sum in question. A sales or value added tax invoice shall be provided against any payment if required by applicable law.
- The Supplier will provide to the Company when requested by the Company a monthly accounting and fee check within 10 days of the conclusion of each month. Such payment will include the Company’s commission for each Supplier/Buyer Transaction completed during the preceding month.
- All Commission is to be paid by the Supplier to the Company for the life of said Buyer account, and may only be terminated earlier upon mutual written agreement by both parties.
- In the event the Supplier alleged that the Supplier had already contracted with an Introduced Buyer prior to the introduction made by the Company of such Introduced Buyer, the Company shall be entitled to request from the Supplier any official document proving prior agreements and trade history between the Supplier and such Introduced Buyer.
- The Supplier’s Obligations: The Supplier undertakes and agrees at all times during the term of this Agreement:
- To act towards the Company and Buyers conscientiously and in good faith and not to allow its interests to conflict with the duties that it owes to the Company under these Terms of Services for Suppliers and any applicable laws.
- Except as authorized by the Company, not to act in a way which will incur any liabilities on behalf of the Company or to pledge the credit of the Company.
- To use its reasonable commercial efforts to promote the Items with all due care and diligence and to comply with the product information of the listings.
- Non Circumvention:
- At any time prior to the expiration of three years from the date of this Agreement, it is expressly agreed that the identities of any individual or entity or Buyer and any other third parties (including, without limitation, suppliers, customers, financial sources, wholesalers, manufacturers, agents and consultants) discussed and made available by the Company and the Finder in respect to the Transactions and any related business opportunity shall constitute as Confidential Information, and the Supplier or any group company or associated entity or individual shall not (without the prior written consent of, or having entered into a Commission agreement with the Company):
- directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such third party and/or Buyer identified or introduced by the Company or Finder; or
- Seek to bypass, compete, avoid or circumvent the Company from any business opportunity that relates to the Service by utilizing any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
- Any intention of breach of the Non Circumvention provision by the Supplier or any associated party shall be considered as breach of these Terms of Services for Suppliers resulting in the immediate termination of the Agreement and suspension of the Services. In addition, this shall not affect the Company’s ability to also sue for damages should the covenants in Clause 10.I.a. be violated in any way.
- Quality. The Items involved in the Transaction(s) under this Agreement must conform to the description and specifications listed in the Supplier’s official product records, information brochures, and website.
- Survival Clause. Any provision of this Agreement that contemplates performance or observance subsequent to termination or expiration of this Agreement shall survive termination or expiration of this Agreement and continue in full force and effect.
- Indemnification Clause. The Supplier agrees to indemnify and save harmless the Company from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits and costs, including reasonable attorneys’ fees and expenses, imposed on, incurred by or asserted against the Company in any way relating to, arising out of, or resulting from the following: (i) any failure by the Supplier to carry out any obligation under this Agreement; or (ii) any material breach of any representation or warranty by the Supplier contained in this Agreement.
The Supplier shall perform its own due diligence on the Introduced Buyers in order to avoid any losses arising from fraudulent or dishonest conducts by such Introduced Buyers. To the extent permitted by the law, the Company disclaims all liability and responsibility for any representation, warranty, statement, or information made or communicated (orally or in writing) to the Supplier by the Introduced Buyer.
- Severability: If any provision among these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that makes the provision invalid, void, or unenforceable) will be struck and not affect the validity of the enforceability of the remaining provisions.
- Termination: This Agreement will continue in full force and effect for the duration of the Agreement unless earlier terminated by mutual agreement between the Supplier and the Company, provided that such termination shall not affect any fees and expenses payable to the Company pursuant to this Agreement. Unless otherwise agreed by the Company and Supplier, the Agreement shall be automatically renewed. In the event of termination, the Supplier’s obligation to pay the Company as indicated in Clause 8 (Compensation) shall continue and such and/or any termination shall have no effect upon those commitments made by the signatories hereto evidenced by this Agreement or previously executed Schedules.
- Entire Agreement: This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by the Company to the Supplier, contains all of the agreements between the parties with respect to the rendering of such service, and governs any Schedules subsequently entered into between the Supplier and the Company. Both parties agree that no representations, inducements, promises, or agreements (oral or otherwise) have been made by any party or anyone acting on behalf of any Party, which are not embodied herein; and that no other agreement, statement, or promise not contained herein shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by both parties. Should there be a conflict between the terms and conditions expressed herein and any Schedule(s) relating to this Agreement, then the terms and conditions detailed in the relevant Schedule will prevail.
- Schedules: The Company and the Supplier will execute Schedules (governed by this Agreement) to evidence their agreement on specific Buyers and each Transaction referred by the Company to the Supplier. Such Schedules will memorialize the terms of Commission, account exclusivity, etc. The Schedule(s) will serve as the Company’s proof (or receipt) of the Supplier’s obligation to commission the Company as defined in this Agreement for Introduced Buyers. The Company agrees that to perfect its interest in a Commission stream for an Introduced Buyer, it must possess a validly executed Schedule from the Supplier.
- Governing law and arbitration: This Agreement shall be governed by the laws of the State of New York without regard to conflicts of laws. The parties hereto agree that any dispute or controversy arising out of, relating to or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in New York. The Arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses.
- Amendment. This Agreement may not be modified, supplemented, or amended orally, but only in writing signed by both Parties.
- Applicability to Associated Parties. Any Confidential Information disclosed to either Party’s affiliate companies or any person or other entity participating with the Parties in any consortium, partnership, joint venture, or similar business combination, shall also constitute Confidential Information under this Agreement, and any rights of the Parties may be enforced by any such affiliate or other entity in addition to the Party itself with respect to any violation relating to the Confidential Information as if such entity were also a party to this Agreement.