TERMS AND CONDITIONS 

These are Entrepreneurial Procurement LLC’s terms and conditions, which apply to your use of the services (including the website and database) and constitute a legally binding agreement between you and us.  ​If you ​use our services, you confirm that you are 18+ years’ old and have read, understand, and accepted them.

IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE USE OF THE SERVICES/WEBSITE

(1) SUMMARY

1.1. We are Entrepreneurial Procurement LLC, a limited liability company duly organized and existing under the laws of the State of Wyoming, with its principal operating address located at 930 Washington Avenue Suite 210-3, Miami Beach, Florida 33139, USA (‘we, ‘our’ and ‘us).  james@entproc.com

1.2. You are the person using our website, database or services (collectively, the ‘services’) (‘you’, ‘your’ and ‘yours’).

1.3. Agreement. These terms and conditions (‘these terms’) form an agreement between you and us (the parties) for the provision of services to you. By using the services, you accept the terms.

1.4. Priority. Provisions in this clause 1 shall have priority over provisions in the rest of these terms to the extent of any conflict or ambiguity.

1.5. Services. We provide the following services on a non-exclusive basis: access to our content database on different subscription tiers, consultancy services, such as a ‘power hour’ virtual meetings and RFI-as-a-Service, and other services offered from time to time. Services may be offered as on-off purchases or subscription plans.  

1.6. Ordering services. You can place an offer to purchase services via us or our website by following the onscreen prompts and instructions provided. Each order is an offer by you to purchase services subject to these terms. Our acceptance of your order takes place when we provide access to the database or send you an acceptance email.

1.7. Database. Each subscription is valid for one legal entity in one country. If your organisation comprises or spans multiple legal entities or countries, each entity in each country needs to purchase a separate subscription to have access to the database. The subscription grants access to the individual or individuals expressly authorised by you (‘authorised users’). You agree to ensure that each authorised user complies with these terms and conditions.

1.8. Updates to these terms. We may amend these terms from time to time and updates are effective immediately upon written notice to you by email. If any update materially adversely affects your rights and obligations, those changes will be effective no sooner than 30 days after we notify you. Your continued use of the services means you agree to such changes.

1.9. We may suspend, withdraw or restrict the availability of all or any part of the website for any reason without notice and we do not guarantee that the services will always be available or uninterrupted. If we suspend or withdraw the database and you’re on an annual subscription plan, we’ll provide a pro-rata refund of fees paid by you.

1.10. Security. You agree to use reasonable endeavours to prevent unauthorised access to or use of the database, including safeguarding login credentials, and you accept responsibility for all activities on your account.

(2) PAYMENT

2.1.  Fees. You agree to pay us the fees for the services, including the subscription fees or any charges for agreed consultancy services, as quoted to you in writing (‘fees’). Fees are due and payable in advance before we provide services or access to the database unless otherwise agreed in writing. We’ll invoice you accordingly. Fees are non-refundable.

2.2. How to pay. Electronic bank transfer or credit card payment via Stripe or other similar payment processor, in which case you authorise us/our third party payment processors to charge your payment method (an up-to-date, valid, accepted, authorised method of payment) for the fees on or after the due dates.

2.3.  Billing. If required by us at any time, you agree to promptly provide up-to-date, accurate and complete billing information and one or more payment methods. 

2.4.  Taxes. fees quoted exclude VAT, which you agree to pay to us at the prevailing rate (if applicable).

2.5.   Interest is charged to you on overdue sums from the due date until payment, whether before or after judgment, which will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(3) TERM AND TERMINATION

3.1. Commencement. These terms first come into effect on the earlier of the following dates, as applicable (the ‘effective date’): (a) the date you first use the services; (b) the date your first order is accepted by us; or (c) (if applicable) another effective date agreed in writing.

3.2.  Duration. The agreement continues until you let us know in writing that you’d like to end it, or vice versa. However, the earliest it can end is once your plans have ended and after any agreed minimum term, unless terminated earlier in accordance with these terms. Nothing in these terms shall restrict our termination or suspension rights under clause 3.4.

3.3.  Termination or expiry of the agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

3.4. (a)  We have the right to end the agreement or licence(s) we may grant you, or suspend access to the database, immediately by giving written notice to you (and doing so doesn’t affect our legal rights or remedies), if: (i) you materially (seriously) breach the agreement and this cannot be resolved, or if it can be and you don’t do so within 7 days of our request; (ii) you don’t pay us an amount we’re owed for 7 days or more after the payment due date; (iii) you repeatedly breach these terms; (iv) you stop or threaten to stop all or a substantial part of your business, or become insolvent; (v) you die, become incapable of managing your own affairs, or go bankrupt; (vi) any promise, statement or assurance given by you in the agreement or our course of dealings is found to be untrue or fraudulent; (vii) you commit a crime; (viii) you undergo a change of control.

3.5.  When the agreement ends, for any reason, you agree to do the following straight away:  (a) pay our outstanding unpaid fees, and any interest and pre-agreed expenses; (b) stop accessing the database.

(4) INTELLECTUAL PROPERTY

4.1.  Ownership of IP. We and our licensors shall retain ownership of all intellectual property rights in the database or any deliverables that form part of the services, including patents, copyright, trademarks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered globally.

4.2.  Licence.  (a) Subject to clauses 4.3 and 4.4, and subject to your payment of the fees in full for the services and ongoing adherence with these terms, we grant you the following licence (‘licences’) unless otherwise agreed in writing: a non-exclusive, non-transferable, non-sublicensable licence for your personal or internal business purposes: (i) to access the database for the term of your plan; (ii) to use deliverables provided to you as part of consultancy services for the term of the agreement, unless otherwise agreed in writing.

4.3.  Restrictions. You may not download, archive, reproduce, distribute, modify, display, perform, publish, licence, create derivative works from or offer for sale or resale, or otherwise commercialise or transfer, the database or any part of it, without our prior written consent.

4.4.  Pre-existing work: the following elements incorporated into any deliverables provided to you remain our property: the works, concepts, strategies, ideas, items and materials or anything else either developed or procured to be developed by us or our team at any time for use in relation to our business or any or all of our customers or clients generally, and not specifically for the provision of the services to you. We hereby grant you (and if those elements shall include any third-party materials, shall provide commercially reasonable assistance to procure the grant from these third parties) the following licence to use those elements as part of the deliverables, if you pay our fees in full: non-exclusive, non-transferable, non-sublicensable licence, for personal or internal business purposes, for the term of the agreement.

4.5.  The licence you grant us. You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the materials you provide to us for the term of the agreement for the purpose of providing the services to you.

4.6.  Intellectual property warranty. You confirm that our and our team’s use of the client materials shall not infringe the rights, including any intellectual property rights, of any third party.

(5) LIMITATION OF LIABILITY AND DISCLAIMERS

5.1.  Limitation of liability. (a) References to liability in this clause 5 include every kind of liability arising under or in connection with the agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise. (b) We do not exclude or limit our liability to you where it would be unlawful to do so, e.g. these exceptions: liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation.

5.2.  Cap on liability. Except in the case of those exceptions, our total aggregate liability to you arising under or in connection with the agreement will be limited to 100% of the fees paid and payable under the agreement for the services that gave rise to the claim during the 12 months immediately preceding the date on which the claim arose.

5.3. Exclusions.  To the fullest extent permitted by law, and excluding those exceptions, the following types of loss arising out of or in connection with the agreement are wholly excluded by us: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to reputation or goodwill; (vi) indirect or consequential loss; and (vii) for the avoidance of doubt, including loss arising as a result of our complying with our legal and regulatory duties.

5.4. Indemnity. You shall indemnify us and our affiliates and licensors 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 or paid by us arising out of or in connection with any claim brought against us for infringement of a third party's intellectual property rights arising out of, or in connection with, your misuse of the database or breach of these terms. This clause survives termination or expiry.

5.5. The services are provided “as is”. To the fullest extent permitted by law, we and our affiliates and licensors exclude all conditions, warranties and representations (express, implied, statutory or otherwise) with respect to the services, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Sites/services/database will be uninterrupted, accurate or free of errors.

5.6. The database is provided to you for informational purposes only. While we endeavour to keep content in the database up-to-date, and while it has been obtained from sources believed to be reliable, we do not make any representation, warranty (express or implied) or guarantee as to the completeness, accuracy, timeliness or suitability of any part of the database or that it is free from error or omission.

5.7. No content or information in the database constitutes legal, financial, or investment advice, or any other form of professional advice or regulated services, and the content and information are not a substitute for such advice.

(6) DATA PROTECTION.  (1) You and us agree to comply with the relevant obligations under applicable data protection laws when processing personal data in connection with the agreement. (2) We will process your personal information in accordance with our privacy policy.

(7) EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE).  If anything beyond our reasonable control occurs that prevents or delays our duties under these terms, we're not responsible. If something like this does happen, we'll let you know, and our responsibilities will be paused for its duration. If the disruption lasts more than 60 days, either party can cancel the agreement immediately with written notice, and you’ll need to pay the fees and expenses or costs we've incurred up to the date of cancellation.

(8) ASSIGNMENT AND OTHER DEALINGS.  (1) The agreement is personal to you, and you shall not assign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under the agreement, without our prior written consent. (2) We may do so, including by novating the agreement (to transfer all our rights and obligations under it), at any time to any person.

(9) CONFIDENTIALITY.  (1) Each party agrees to keep information concerning the business, affairs, customers, clients or suppliers of the other party strictly confidential except (a) when it’s necessary to disclose it to a party’s team on a need-to-know basis and so long as said recipients are procured to also comply with this clause 9; or (b) as may be required by law, regulation, a court of competent jurisdiction or any governmental, judicial or regulatory authority. (2) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the agreement.

(10) ENTIRE AGREEMENT.  The agreement constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

(11) VARIATION.  No variation of the agreement by you or us has any effect unless it is agreed in writing. 

(12) WAIVER.  If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, which doesn't mean they give up any rights or remedies. Not immediately using a right or remedy doesn't mean it's waived. Using a right or remedy partially or once doesn't stop its future use or effect.

(13) SEVERANCE.  If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’s not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the agreement.

(14) COMMUNICATION AND NOTICES.  Any communication between you and us relating to the agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or on email transmission.

(15) THIRD PARTY RIGHTS.  Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement. The rights of the parties to rescind or vary the agreement are not subject to the consent of any third party.

(16) NO PARTNERSHIP.  The agreement is not intended to (nor shall it be deemed to) establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

(17) SURVIVAL.  Every provision of the agreement that expressly or by implication is intended to, shall come into or continue in force on or after its termination or expiry.

(18) GOVERNING LAW AND JURISDICTION.  The agreement and any related dispute or claim will be governed by and construed according to the laws of England and Wales. Both parties irrevocably agree that only the courts of England and Wales have the authority to settle any dispute or claim.