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Supplier and Customer Engagement Standards & Agreement

Effective Date:Feb 18th 2024

ProPay.ai is a digital purchasing platform connecting businesses with suppliers. This agreement outlines the standards and terms governing all suppliers and customers (“Users”) engaging with ProPay.ai’s platform and services. By accessing or using the ProPay.ai platform, all Users agree to be bound by these terms.

1. Definitions
  • ProPay.ai: Refers to ProPay Worldwide Inc, the operator of the ProPay.ai digital purchasing platform and Consolidator/One Vendor Model.
  • Suppliers: Individuals or organizations providing goods or services to ProPay.ai or its customers through the ProPay.ai platform.
  • Customers: Individuals or organizations purchasing goods or services through the ProPay.ai platform.
  • Users: Collectively refers to both Suppliers and Customers.
  • Confidential Information: Includes, but is not limited to, proprietary data, trade secrets, financial information, customer lists, pricing, and any other non-public information disclosed by ProPay.ai or its Users.
  • Purchasing Data: Data related to purchases made through the ProPay.ai platform.
  • Supplier Data: Data related to suppliers using the ProPay.ai platform.
  • Purchase Orders: Orders for goods or services placed through the ProPay.ai platform.
  • Invoice Data: Data related to invoices submitted through the ProPay.ai platform.
  • User and Usage Data: Data related to user activity on the ProPay.ai platform.
  • Location Data: Data related to the location of users or transactions on the ProPay.ai platform.
2. Scope of Agreement

These Business Practice Standards apply to individuals/organizations who provide direct and indirect materials and services, independent contractors, distributors, suppliers, customers, and other intermediaries, herein referred to as “Suppliers” and “Customers.”

3. ProPay.ai’s Responsibilities

The ProPay.ai Global Purchasing organization is responsible for negotiating and contracting for goods and services for its own entities and its customers. ProPay.ai procurement responsibilities include delivering goods and services worldwide. Improvements come from leveraging volumes, standardizing products to reduce costs, partnering with suppliers to optimize performance, and applying advanced warehousing and distribution techniques to gain efficiencies.

4. Accuracy of Business Records

Records and reports must be accurate, honest, and objective. Financial records must be accurate in all material respects. Do not hide, fail to record, or make false entries. All financial books and records must conform to generally accepted accounting principles.

5. Confidential Information

Confidential information is to be limited to that required to fulfill contracted performance requirements. Suppliers must keep all confidential information secure unless ProPay.ai consents to disclosure or the information becomes public through no fault of the supplier.

6. Data Ownership and Usage

All data provided by Suppliers and Customers, including Purchasing Data, Supplier Data, Purchase Orders, Invoice Data, User and Usage Data, and Location Data, is the sole property of ProPay.ai. This data will be used for analytics, consumption analysis, user behavior analysis, product recommendations, and other business purposes.

7. Service and Product Quality Standards

ProPay.ai expects Suppliers to maintain the highest quality standards, including:

  • On-Time Delivery: Delivery must meet lead times agreed upon in individual orders or PO terms.
  • Nonconforming Products: Suppliers must not deliver products that fail to meet specified requirements.
  • Service Levels: Must be upheld as agreed upon in engagements with ProPay.ai.
  • Product Changes: Suppliers must report product changes immediately upon knowledge and before delivery.
  • Regulatory Compliance: All goods must comply with ROHS and REACH regulations.
8. Payment Terms and Standards

ProPay.ai follows a strict “NO PO, NO PAY” policy. All Suppliers must accept POs via the ProPay.ai platform, and all invoices must be submitted through ProPay.ai for a 3-way match to avoid payment delays. ProPay.ai does not accept pre-payment engagement terms.

9. Compliance with Laws

Suppliers and Customers must comply with all applicable laws, including:

  • Data protection laws (e.g., GDPR, CCPA).
  • Anti-corruption laws (e.g., FCPA, UK Bribery Act).
  • Trade compliance laws.
  • Employment laws.
  • Environmental, health, and safety regulations.
10. Employment Practices Guidelines

ProPay.ai values workplace diversity and expects Suppliers to honor fair employment commitments.

11. Illegal Drugs or Alcohol

Suppliers must perform work for ProPay.ai free from the influence of illegal drugs or alcohol. Possession or sale of illegal substances on ProPay.ai property is strictly prohibited.

12. Minimum Hiring Age/Child Labour

Suppliers cannot use forced or indentured child labor. Regular full-time employees must be at least 18 years old. Any employment of individuals under 18 must be disclosed to and approved by ProPay.ai.

13. Fair Employment Opportunity

Suppliers must comply with all employment laws and anti-discrimination statutes.

14. Workplace Harassment

ProPay.ai does not tolerate harassment, intimidation, or hostility. Suppliers must behave professionally when working with ProPay.ai.

15. Environment, Health & Safety

Suppliers must comply with all environmental, health, and safety laws and work in a way that ensures safety for themselves and others.

16. Gifts & Entertainment

Gifts and entertainment are unnecessary for conducting business with ProPay.ai and may create conflicts of interest. Acceptable exchanges include modest gifts or entertainment that promote business relationships. Prohibited practices include:

  • Gifts intended to influence decision-making.
  • Offering gifts during an ongoing purchasing process (RFI, RFP, RFQ).
  • Offering currency as a gift.
  • Providing entertainment where the Supplier is not present.
17. Prohibition of Bribes, Kickbacks, and Corrupt Practices

ProPay.ai prohibits bribery and corrupt business practices. Employees, agents, or representatives must not offer or accept bribes or unlawful payments to influence decisions.

18. Fair Competition and Antitrust

ProPay.ai supports free and competitive enterprise. Suppliers and representatives must comply with all applicable fair competition and antitrust laws.

19. Intellectual Property

ProPay.ai retains all rights to its platform, including intellectual property. Users receive a limited, non-exclusive, revocable license to use the platform in accordance with these terms.

20. Limitation of Liability

To the maximum extent permitted by applicable law, ProPay.ai shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use of or inability to use the platform; (b) any unauthorized access to or use of our servers and/or any personal information stored therein.

21. Indemnification

By accepting this Purchase Order (PO), Supplier Company agrees to the following terms regarding liability: Supplier confirms that ProPay.ai and all associated entities, directors, employees, along with ProPay.ai direct and indirect customers, are released from any and all liability claims. This release includes claims arising from any mishap or mishandling of equipment, including but not limited to personnel injury liability claims. This clause is governed by the rules and regulations of the Local laws and judiciary of New York State, USA.

Users agree to indemnify and hold harmless ProPay.ai, its affiliates, officers, agents, Customers, and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms, your violation of any law, or your violation of the rights of a third party.

22. Termination

ProPay.ai may terminate or suspend access to the platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

23. Governing Law and Dispute Resolution

These terms shall be governed by and construed in accordance with the laws of New York, USA. Any dispute arising out of or relating to these terms shall be resolved through binding arbitration in accordance with the rules of New York, USA.

24. Changes to this Agreement

ProPay.ai reserves the right to modify or replace these terms at any time. We will provide notice of any changes by posting the new terms on the ProPay.ai platform. Your continued use of the platform after any such changes constitutes your acceptance of the new terms.

25. Contact Information

If you need additional information or guidance on these standards, or wish to report a potential violation, you may contact the Purchasing email at info@propay.ai

26. Acceptance of ProPay.ai Business Practice Standards

It is hereby required that all Suppliers working with ProPay.ai directly or indirectly digitally accept the above Business Practice Standards by accepting the terms mentioned in this form.

NOTE: Please note that completing this form does not, in and of itself, approve, qualify, or guarantee business with ProPay.ai or its subsidiaries and entities.

Accepting Company and Contact Information Captured – Acceptance of this agreement via PO doesn’t require any physical signature of Supplier and it will be automatically assumed that the terms are accepted by Supplier.

By using the ProPay.ai platform, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

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