GENERAL TERMS AND CONDITIONS
The Services (as defined below) are offered to Clients (as defined below) subject to their acceptance, without modification, of the General Terms (as defined below). These terms of use contain the terms and conditions that govern the Clients access to and use of the Services.
- DEFINITIONS
1.1. Account – the means for accessing the Services on the Website by using a username and password or through a social media account such as Google, Facebook or LinkedIn.
1.2. Bid – to offer services or sell products by the Bidder at a certain value in accordance with the Procurement Auction.
1.3. Bidder – a Client making offers via BzCall’s Website for the Procurement Auction.
1.4. Client – natural or legal person concluding the Contract with BzCall.
1.5. Contract – agreement between BzCall and the Client for the use of the Services, consisting of the General Terms.
1.6. Contractor – a legal or natural person creating Procurement Auctions.
1.7. Fee – payment for using the Services.
1.8. General Terms – these General Terms and Conditions, and all other rules and policies, and any future modifications thereof, that may be published, from time to time, on the Website or made available to the Client otherwise in connection with the use of the Services.
1.9. Materials – any kind of materials (including, but not limited to, text, photos, drawings and 3D model files) uploaded by the Contractor to the Website while creating the Procurement Auction.
1.10. Provider, us – BzCall Technology OÜ, a company registered in the Republic of Estonia, registry code 16277330, address Heki tee 8-10, 74001 Haabneeme alevik, Viimsi Vald, Harju Maakond, Republic of Estonia.
1.11. Price List – a list prevailing prices of the services according to which the Client is obligated to remunerate BzCall for using the Services.
1.12. Procurement Auction – an offer made by the Contractor to obtain or purchase goods or services.
1.13. Procurement Contract – a separate contract concluded between the Contractor and the Bidder after a successful Procurement Auction.
1.14. Services – the services offered to the Client by BzCall.
1.15. User, you – a natural person Client or a natural person granted authorization to use the Account on behalf of a legal person Client.
1.16. Website – www.BzCall.com the website BzCall uses for the provision of Services.
2. CREATING ACCOUNT
2.1. The Services can be used via the Account only. To create the Account and use the Services:
2.1.1. the Client and/or User must accept the General Terms and the Privacy Notice;
2.1.2. in case a natural person Client, the Client must have full active legal capacity and be at least 21 (twenty-one) years of age;
2.1.3. In case of a legal person Client, the Client must be duly incorporated and in good standing and the natural person creating the Account must have a right of representation to bind the Client by the Contract and be at least 21 (twenty-one) years of age.
2.2. By accepting the General Terms, the Client confirms that:
2.2.1. he/she/it has read the General Terms and the Privacy Notice and agrees to abide by them;
2.2.2. he/she is at least 21 (twenty-one) years of age;
2.2.3. he/she has the right of representation to represent the Client.
2.3. A natural person has 2 (two) possible means of creating an Account, by either:
2.3.1. logging in to the Website through a social media account such as Google, Facebook or LinkedIn and connecting the social media account with the Website for the use of the Services; or
2.3.2. fulfilling a form with the necessary information on the Website and creating an account through the Website.
2.4. To create an Account a legal person shall provide BzCall with the required information (e.g. country of residence; name of the company; registry code; number of the VAT payer, if it exists; e-mail address; phone number; billing address). In order to link additional natural person Accounts to a legal person Account (have additional authorized Users), that natural person must create an Account for him/her as a private individual and submit a request to join the legal person via the Website.
2.5. Upon creation of an Account, a Client and/or User shall choose an account name and password that enables them to log in to the Website and use the Services. The User undertakes to keep the log-in details, such as the password and the username, a secret in such a way that they do not fall into the hands of any third parties. The Client is responsible for keeping the username and password confidential.
2.6. If a natural person is related to several Clients, the User shall after log in choose the appropriate role, he/she wishes to use the Website.
2.7. The User must promptly notify BzCall so that BzCall can restrict access to the Account, allow the User to reset the username and/or password, and take any other necessary measures in case of the loss of either username or password or of any disclosure of either username or password; or of any unauthorized use of the Account.
2.8. If the Client is a legal person, the Client is responsible for introducing the General Terms and the Privacy Notice, to the User prior to providing BzCall any personal data about the User and prior to providing the User access to the Account. In any case, the Client remains liable for any (in)actions of the User when using the Services.
3. DESCRIPTION OF THE SERVICES
3.1. The purpose of such Services is to provide a common platform to mediate Procurement Auctions and bring together the Contractor and the Bidder. Through the Website, the Contractor can create Procurement Auctions and Bidders can make offers to such Procurement Auctions.
3.2. The Services are provided in English and can be used through BzCall’s Website.
3.3. The Users of the Services are the Contractor and the Bidder.
3.4. The Services do not include the conclusion of Procurement Contracts and no separate Procurement Contract will be generated via the Services. Conclusion of such contracts is carried out independently between the Contractor and the Bidder, however Contractors can add such contracts to the Procurement Auction created.
3.5. BzCall is not liable for the conclusion or the execution of the Procurement Auctions nor does BzCall participate in the procurement transactions conducted between the Clients on the Website. BzCall does not act as an agent, broker, representative, commission agent, etc. of the Client unless separately agreed otherwise.
4. CREATING A PROCUREMENT AUCTION
4.1. The Contractor creates a Procurement Auction on the Website.
4.2. The Contractor can invite Bidders to participate in the Procurement Auction. The Bidders invited must have business history with the Contractor or be known to the Contractor. The Contractor must confirm while creating the Procurement Auction that he/she/it knows the Bidders invited.
4.3. The Contractor specifies the conditions of the Procurement Auction, such as the duration of the Procurement Auction (including the end time of the Procurement Auction and the possibility of extending the possibility to make Bids) and whether the Procurement Auction is public or closed and chooses whether name of Contractor, Bidders or Contractor and Bidders shall not be disclosed (i.e. if they are anonymized).
4.4. Public Procurement Auction is open for all the Bidders to participate. Only Bidders who have received an invitation to participate in the Procurement Auction from the Contractor can partake in a closed Procurement Auction. After the Procurement Auction is created, it is not possible to submit additional invitations.
4.5. The Contractor can withdraw from or amend the Procurement Auction until the first Bid has been made, after that it is not possible to amend or withdraw from the Procurement Auction.
5. PARTICIPATING IN THE PROCUREMENT AUCTIONS AND END OF THE PROCUREMENT AUCTION
5.1. The Bidder can ask for specifying questions about the Procurement Auction. Such questions will be disclosed to other Bidders after the Contractor has answered them.
5.2. Bids made are disclosed to other Bidders. If Bidders are not disclosed, the Bids will be disclosed, however the names of the Bidders are anonymized.
5.3. The Bidder cannot withdraw from his/her/its Bid made, unless the Bidder is a natural person User, who is considered a consumer, in which case the Bidder can withdraw from the offer within 14 (fourteen) calendar days.
5.4. The lowest Bid will be determined by the Website. The Contractor has the right, but not obligation to conclude a Procurement Contract within 7 (seven) calendar days. The Bidder has the obligation to offer its services or products at the value and on the conditions with which the Procurement Auction was won.
5.5. The Bidder is obligated to offer its services or sell its products at the value the Bid was won.
6. GENERAL RIGHTS AND OBLIGATIONS OF PARTIES
6.1. The Client and User must:
6.1.1. use the Services in accordance with the General Terms and the Privacy Notice and any applicable legislation;
6.1.2. provide correct personal and contact information when signing up as a User and when using the Services, including a correct and full legal name, a valid e-mail address, as well as update such data as soon as possible;
6.1.3. ensure that the data entered by the Client (including description of the Procurement Auction, photos, files, programs, e-mails etc.) while using the Website are:
6.1.3.1 not misleading, inaccurate and/or wrongful;
6.1.3.2. do not include Procurement Auctions for prohibited items or services;
6.1.3.3. do not interfere with the proprietary and non-proprietary rights (including intellectual property rights) of third parties;
6.1.3.4. are in accordance with the applicable legislation, as well as laws and regulations (including legislation governing consumer protection, competition and export/import of goods);
6.1.3.5. do not interfere with good morals;
6.1.3.6. do not contain viruses and other computer programs or files that interrupt, damage or otherwise interfere the normal use of the Website and/or that could be stored to the Client’s computer as a result of using the Website, as well as interrupt, damage or otherwise interfere with the normal functioning of the Website;
6.1.3.7. are not linked to or contain information of a competitive website unless a special agreement with BzCall exists.
6.1.4. use the Services for their intended purpose only;
6.1.5. not use the Website for fraud or other illegal transactions;
6.1.6. refrain from submitting demands against BzCall except in demands arising from the Contract;
6.1.7. refrain from encouraging any transactions outside of the Website in case of active Procurement Auctions, including publishing personal data in the Procurement Auction description (including questions-answers), unless if such data is disclosed to examine the Procurement Auction. BzCall may interpret such disclosure as an intention to make a transaction outside the Website.
6.2. The Client or the User must not:
6.2.1. take actions that would artificially decrease the price of the Procurement Auction, for example by submitting bids by himself/herself, as well as not use related persons, such as relatives or acquaintances to decrease the price;
6.2.2. compile databases or lists of the Clients or Users of the Website for any purpose.
6.3. The Client and the User confirms with each transaction that he/she/it performs on the Website that he/she/it:
6.3.1. has the legal capacity to perform such actions;
6.3.2. duly performs all Client obligations specified in the General Terms;
6.3.3. is aware that all the contracts entered between the Bidder and the Contractor are entered into between the Bidder and the Contractor separately and that the Bidder and the Contractor are fully responsible for the fulfilment of such contracts;
6.3.4. is aware that entering into Procurement Contracts entails a legally binding obligation between the Bidder and the Contractor and that failure to fulfil such obligations results in a breach of the obligation and brings about the liability for caused damage;
6.3.5. is aware that the declaration and payment of any taxes (including income tax, VAT and social tax) on entered transactions arising from the use of the Services lie upon the Client;
6.3.6. is aware and agrees that BzCall has the right to process the personal data of the Client and/or User according to the applicable legislation and the Privacy Notice;
6.3.7. has examined and accepts the valid Price List.
6.4. BzCall has the right to:
6.4.1. monitor any activities on its Website at any time, including the right to monitor the activities of Users;
6.4.2. investigate all of the alleged breaches of the Contract using all the legal remedies;
6.4.3. with the intent to improve the use of the Services, re-arrange data within the Website, without altering the content of the Procurement Auctions or the Bids.
7. FEES AND PAYMENT
7.1. Creating an Account to use the Services is free of charge.
7.2. The Contractor will pay for the use of the Services in case of a successful Procurement Auction. In case of an unsuccessful Procurement Auction an invoice will not be created for the use of the Services.
7.3. The Procurement Auction is considered as successful, if the Procurement Auction has received at least one Bid. Whether the Bidder who won the Procurement Auction provides services to the Contractor does not affect the payment of the fee to BzCall.
7.4. In case of a successful Procurement Auction, the Contractor is obliged to remunerate BzCall for Using the Services in accordance with the Price List available at the Website BzCall.com. The Website automatically generates an invoice in accordance with the valid Price List, which will be sent to the Contractor. The Contractor has 7 (seven) days to pay for the use of the Services either by payment card or bank transfer.
7.5. Upon delay with the payment, BzCall notifies the Contractor of the delay. If the debt remains unpaid, BzCall has the right to surrender debt claims that have arisen towards the Contractor, or hand them over to third parties for collection and to forward information related to the debt claim to companies authorised by BzCall (e.g. debt collection and credit information companies). Upon BzCall’s request, the Contractor is obliged to compensate the costs that have been incurred by the collection of the debt to BzCall and/or third parties.
7.6. Where an invoice is not paid on time, BzCall may demand a penalty for late payment from a Client on the amount not paid: 1) from the consumer in the amount of three times the interest rate set out in the law; and 2) from a legal person in the amount of 0.15% per day.
8. INTELLCTUAL PROPERTY RIGHTS
8.1. The intellectual property rights (including copyrights and any related rights, database rights, and trademark rights) in and to the Website and the Services (including text, design, software, etc.) shall remain with BzCall and/or its licensors. Nothing in the General Terms should be read as transferring or licensing to the Client or the User or to any third party any such intellectual property rights, unless expressly stated herein.
8.2. The Client and the User have the limited and non-exclusive right to use the Website and the Services for their intended purpose. Among other things, the Client and the User may not copy, modify, distribute, or publish any part of the Website and/or the Services.
8.3. By uploading any content to the Website (including the Materials), the Client and/or the User confirm that they have the right to upload such content to the Website and they do not violate any third party’s intellectual property rights in doing so. The Client and/or the User shall remain fully liable for and indemnify BzCall against any claims made regarding such uploaded content. The intellectual property rights in and to such uploaded content shall remain with the Client and/or the User and/or their licensors. The Client and/or the User shall, however, grant to BzCall a worldwide, transferable, and sub-licensable non-exclusive license to use, copy, modify, distribute, make publicly available, translate, and compile collections and databases of such content without any further consent, notice and/or compensation to anyone in order to provide the Website and the Services. The license is valid as of the moment of uploading such content on the Website until deletion thereof from the Website and any backups.
8.4. The Client and the User understand and agree that the intellectual property rights in and to such uploaded content shall remain with the Client and/or the User and/or their licensors who uploaded it and they may not use such content without the Client’s and/or the User’s prior consent, subject to their terms. The Client and the User may, however, download the Materials made available on the Website by the Contractor for the limited purpose of using the Services. The Client and the User may not use such Materials for any business purposes, including to resell, disclose, distribute, publish, make available to third parties, or otherwise use or exploit such Materials.
8.5. Breach of this Section 8 shall be considered a material breach of the Contract, in which case BzCall may use the legal remedies stipulated in Section 10 below, as well as demand from the Client a contractual penalty in the amount of EUR 5,000 per each breach, as well as any damages exceeding the contractual penalty. The Contractor has the right to use legal remedies against the Bidder, should the Bidder breach any of the intellectual property rights after downloading the Materials provided to the Website with the Procurement Auction.
8.6. This Section 8 shall survive the termination of the Contract, regardless of the reason thereof.
9. PERSONAL DATA
9.1. BzCall processes the User’s personal data as described in BzCall’s Privacy Notice.
9.2. If the Bidder receives an invitation from an existing User to participate in a procurement, then for the purposes of sending the Bidder the invitation, we are acting as that Contractor’s data processor as we merely provide the Contractor user a technical solution for sending the invitation. The Contractor user should be considered as the data controller and is responsible for the legality of sending the Bidder the invitation.
9.3. Please note that if the Contractor collects and/or processes any further information about the Bidder(s) participating in the procurement (or in case of legal persons – their representatives), whether before or after concluding the Procurement Contract, the Contractor is responsible for such processing as a data controller and their privacy notice applies.
10. LEGAL REMEDIES OF BZCALL
10.1. If the Client or the User breaches the Contract or any applicable legislation, BzCall has the right to temporarily:
10.1.1. restrict the User’s access to the Services and/or the Account;
10.1.2. amend or delete the information and the content provided by the Client on the Website;
10.1.3. block the Account.
10.2. If the Client or the User repeatedly and/or materially breaches the Contract and/or any applicable legislation, BzCall has the right to:
10.2.1. terminate the Contract and delete and/or close the Account;
10.2.2. delete or close the Procurement Auction.
10.3. In addition to the legal remedies above, BzCall has the right to use any other legal remedies under the applicable law, including, but not limited to, claim for damages.
11. MODIFICATION OF TERMS
11.1. BzCall reserves the right at its sole discretion, to alter, modify, add, or remove (in this Section together – amend) parts of the General Terms at any point of time due to the development of the Website and the Services and their improvement or to create additional or better opportunities for Customers to use the Services or the need to specify circumstances related to the provision and use of Services. BzCall will notify the Clients at least one (1) month in advance of amendments to the General Terms via e-mail.
11.2. The Client has the right to cancel the use of the Services if he/she/it does not accept such changes.
11.3. BzCall reserves the right at its sole discretion to modify the Price List, the modified Price List will apply to the Procurement Auctions created after the Price List is modified. BzCall will notify the Clients at least one (1) week in advance of amendments to the Price List.
11.4. Continuing to use the Services after the amended General Terms or the Price List become effective, constitutes a binding acceptance of the Client of such changes.
12. LIMITATION OF LIABILITY
12.1. Considering the limitations of liability stipulated herein, the parties can use all available legal remedies in case of breach of Contract by the other party.
12.2. BzCall’s liability is towards the Client only. BzCall is not liable for causing any damages to any third parties in relation to providing the Services.
12.3. BzCall is not liable for the temporary interruption to the use of the Services on the Website due to maintenance or due to any other technical reasons, including but not limited to the interruption, stoppage, suspension of or inaccessibility of the Services.
12.4. BzCall is not responsible for program errors, viruses, Trojans, etc. distributed or transmitted through the Website or using the Services.
12.5. BzCall is not liable for the non-functioning of Services or other violations caused by a circumstance reasonably beyond BzCall’s control, including, but not limited to, natural disaster, storm, fire, earthquake, explosion, flood, war, civil disturbance, rebellion, terrorism, lock-out or other job action, embargo, crime, weather and climate conditions, failure or inability of a third person to fulfil its obligations, power outage, any confiscation by a government or a government agency, their actual or potential measure.
12.6. BzCall is not liable for any of the disputes arisen between the Clients or Users in accordance with the execution of the Procurement Contract or the conclusion of the Procurement Contract.
12.7. The Client shall compensate any expenses, losses, claims, pecuniary claims, and costs (including legal costs) directly or indirectly resulting from an infringement committed by the Client to BzCall, BzCall’s partners, or subcontractors of BzCall to provide the Services.
13. TERM AND TERMINATION OF THE CONTRACT
13.1. The Contract between the Client and BzCall shall be deemed to be concluded when the Client creates an Account on the Website, thereby agreeing to the General Terms and the Privacy Notice.
13.2. The Contract will be terminated when: 1) the Client’s Account is deleted on whatsoever basis; or 2) BzCall or Client terminates the Contract; or 3) on any other ground arising from the law.
14. APPLICABLE LAW AND DISPUTE RESOLUTION
14.1. The Contract is governed by the laws of the Republic of Estonia.
14.2. Should a dispute arise, the parties will do their utmost to solve such disputes by mutual negotiations. Should the parties fail to reach to an agreement during such negotiations, the Client, who is considered a consumer, may take the matter to the Consumer Disputes Committee, ODR environment at http://ec.europa.eu/odr or Harju County Court (unless the natural person User has the right to turn to a court of residence).
14.3. If the respective User or Client is a legal entity or a private person operating in its economic or professional activities, or a person who after commencing the use of the Platform has settled in a foreign state or whose place of business, residence or location at the time of filing an action is unknown, the competent institution for settling the dispute shall be Harju County Court.
14.4. A natural person Client, who is considered a consumer, will benefit from any mandatory provisions of the law of the country in which he/she is a resident. Nothing in the Contract, including this Section 14, affects the rights of a natural person as a consumer to rely on such mandatory provisions of local law.
15. COMMUNICATION
15.1. After a successful Procurement Auction, contacts such as the e-mail addresses of the Contractor and the Bidder who made the lowest Bid will be automatically shared with the parties through BzCall’s Website, through which the Contractor and the Bidder could create a direct connection.
15.2. The notices sent to the User’s email address connected to the User Account shall be considered as received on the next working day as of sending.
16. COMPLAINTS RESOLUTION UNDER ONLINE INTERMEDIATION SERVICES REGULATION
16.1. The Client has the right to lodge complaints to BzCall for resolution free of charge via the internal complaint handling system (hereinafter referred to as the “System”) of BzCall.
16.2. The System shall allow the Client to lodge complaints regarding any of the following issues:
16.2.1. alleged non-compliance by BzCall with any obligations laid down in law which affects the Client lodging the complainant;
16.2.2. technological issues in the services of BzCall which relate to the provision of online intermediation services, and which affect the complainant;
16.2.3. measures taken by, or behaviour of, BzCall which relate directly to the provision of the online intermediation services, and which affect the complaint.
16.3. All Complaints lodged under this chapter shall be forwarded to BzCall via e-mail to the following e-mail address: admin@bzcall.eu.
17. OTHER CONDITIONS
17.1. The original language of these General Terms is English. BzCall may make available other translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
17.2. The General Terms and the Privacy Notice shall remain available to the Client at any time on the Website.
Valid from: 24.04.2023
