Vendors Terms of Use Agreement
1. Terms of Use
You must read and accept these Terms of Use in order to complete your registration
with the NC E-Procurement Service. After reading the Terms of Use, indicate your
acceptance of the terms by checking the appropriate box below and signing where
indicated.
1. ACCEPTANCE OF TERMS Welcome to The North Carolina E-Procurement Service
(Service). This Service is provided to you, the Supplier, subject to the following Terms
of Use (TOU), which may be updated from time to time without notice to you. The
Service is operated by the Department of Administration, the Office of Information
Technology Services, the Office of the State Controller (the Operations Agencies), and
the Third Party Agent (TPA). The operations agencies and the TPA collectively form the
(Operations Group).
When presented with the TOU at vendor registration, you will be given an opportunity
to click "I Accept", which means you agree to the terms set out herein. You can review
the most current version of this document at any time by clicking on the TOU link at
the bottom of every page. In addition, when using the Service, you shall be subject to
any posted guidelines or rules applicable to such services. All such guidelines or rules
are hereby incorporated by reference into this agreement. If you click "I decline", your
information will be retained and updated within the North Carolina Accounting System;
however, you are not a registered Supplier on the Service and, therefore, you will not
be allowed to receive Purchase Orders through the Service.
2. DESCRIPTION OF SERVICE The Service provides suppliers to governmental entities
within the State of North Carolina who have chosen to participate in the Service the
ability to register as a Supplier, modify company information, and respond to electronic
requests for quote if so indicated by the supplier during registration. Unless explicitly
stated otherwise, any new features which augment or enhance the current Service shall
be subject to the TOU. You understand and agree that the Service is provided "AS-IS"
and that the State and the Operations Group assume no responsibility for the misdelivery
or failure of purchase orders or responses to requests for quotes.
You are responsible for obtaining access to the Service through the E-Procurement
Service Vendor Registration process and that access may involve third party fees (such
as Internet service provider or airtime charges). You are responsible for those fees. In
order to use the system, you must have access to necessary equipment. Registrants
who do not have the equipment necessary for Internet access may contact Customer
Service (1-888-211-7440, option 2) to obtain a list of available access locations.
3. FEE If you are a supplier who wishes to do business with the State and register for the
Service, you will be required to pay a transaction fee of 1.75% (.0175) for each
purchase order (excluding sales taxes) issued and/or processed through the Service
that you fulfill. Fees will be invoiced monthly based on a) purchase activity for the prior
month, and/or b) purchases for which the supplier has received payment. The
transaction fee shall not be stated or included as a separate item in an offer, contract
or invoice.
Payment of the transaction fee by the Supplier/Vendor is due to the account designated
by the State within thirty (30) days after receipt of the invoice for the transaction fee.
Payment due shall be for all portions of the invoice not in dispute. If payment of the
transaction fee is not received by the State within this payment period, it shall be
considered a material breach of these terms.
4. YOUR OBLIGATIONS In consideration of your use of the Service, you agree to: (i)
provide true, accurate, current and complete information about yourself as prompted
by the Service's registration form (such information being the "Registration Data") and
2
(ii) maintain and promptly update the Registration Data to keep it true, accurate,
current and complete. If you provide any information that is untrue, inaccurate, not
current or incomplete, or the Operations Group has reasonable grounds to suspect that
such information is untrue, inaccurate, not current or incomplete, the Operations Group
has the right to suspend or terminate your account and refuse any and all current or
future use of the Service, or any portion thereof. You will receive a password and
account designation upon completing the Service's registration process. You are
responsible for maintaining the confidentiality of the password and account, and are
fully responsible for all activities that occur under your password or account. You agree
to (i) immediately notify Customer Service of any unauthorized use of your password or
account, or of any other breach of security, and (ii) ensure that you exit from your
account at the end of each session. You are entirely responsible for all content that you
upload, post, email, transmit or otherwise make available to the State through the
Service. Payment by some agencies may be made by procurement card and it shall be
accepted by you for payment if you accept that card (Visa, MasterCard, etc.) from other
customers. If payment is made by procurement card, then payment may be processed
immediately by you. The State and the Operations Group shall not be liable for any loss
or damage arising from your failure to comply with this Section.
5. CUSTOMER SUPPORT The TPA shall provide customer service to you sufficient for
questions involving use of the Service and for inquiries relating to the operation and
hosting of the Service during the hours of 7:30 AM Eastern Standard Time and 5:00PM
Eastern Standard Time. The following support services will be included: (i) a customer
service telephone number (1-888-211-7440, option 2); (ii) a customer service email
address (epservice@its.nc.gov); and (iii) an online training feature to instruct you on
conducting procurement through the Service (http://eprocurement.ncgov.com).
6. THE NORTH CAROLINA PUBLIC RECORDS ACT Any information provided to the
Service is subject to the conditions set forth in the North Carolina Public Records Act,
Chapter 132 of the North Carolina General Statutes. The North Carolina Public Records
Act Ch. 132 of the North Carolina General Statutes may be accessed under the Statutes
portion of the General Assembly Home Page at: http://www.ncga.state.nc.us/.
7. E-PROCUREMENT SERVICE PRIVACY POLICY Registration Data and certain other
information about you are subject to our Privacy Policy. For more information, see our
full privacy policy at the bottom of the E-Procurement website
(http://eprocurement.ncgov.com).
8. QUESTIONS, DISPUTES AND EXTENSIONS Pursuant to the North Carolina
Electronic Procurement Terms and Conditions, questions and disputes relating to the
accuracy of your transaction fee invoice or requests for an extension to the invoice due
date shall be submittedvia email or fax or by a verbal request to a NC E-Procurement @
Your Service Help Desk representative. Questions, disputes and/or extensions
regarding your transaction fee invoice shall be submitted within 30 days of the date of
the invoice. Your request shall include the Invoice number, PO number, dollar amount
billed, and any other information to support your question or dispute. Amounts
disputed shall be due within 30 days after the Service has closed the dispute. If you
are filing for an extension to the invoice date (extensions are limited to 30 days), you
shall include the Invoice number and the reason for your extension request.
9. MODIFICATIONS TO SERVICE The Operations Group reserves the right at any time
to modify the Service with or without notice. You agree that the Operations Group or its
TPA shall not be liable to you or to any third party for any modification or suspension of
the Service.
10. TERM AND TERMINATION Once you have accepted the TOU, an agreement has been
created between you and the Operations Agencies for use of the Service. You are
3
bound by the terms of the TOU which you accepted at vendor registration, until such
time as you terminate your agreement with the Operations Agencies by submitting a
written request via email, fax or through our on-line system and receive confirmation
from the Operations Agencies. You agree that the Operations Agencies, at their sole
discretion, may terminate your password, account (or any part thereof) or use of the
Service, and remove and discard any content within the Service, for any reason,
including, without limitation, for lack of use or if the Operations Agencies believe that
you have violated or acted inconsistently with the TOU. You agree that any termination
of your access to the Service under any provision of this TOU may be effected without
prior notice, and acknowledge and agree that the Operations Agencies may
immediately deactivate or delete your account and all related information and files in
your account and/or bar any further access to such files or the Service. Further, you
agree that the Operations Agencies or its TPA shall not be liable to you or any thirdparty
for any termination of your access to the Service.
11. OUTAGE POLICY The Operations Group's highest priority is to ensure that the Service
is available. However, we may experience website outages where the Service cannot be
accessed. The Operations Group will use reasonable efforts to make the Service
available, except for downtime for scheduled and unscheduled maintenance, and will
promptly investigate any technical problems that you report to us.
12. INDEMNITY You the Supplier, at no additional cost to the State, agree to indemnify,
defend, and hold the State, its officers, employees, and agents (including the TPA)
involved, directly or indirectly, in the delivery and operation of the Service, harmless
from any and all liabilities and expenses, including, without limitation, attorney's fees,
expenses, costs, judgments, settlements, contract losses, or other costs arising out of
or relating to (i) Supplier's misuse or modification of the Service, the State sites or the
State Developed Deliverables; (ii) the Supplier's distribution, marketing or use for the
benefit of parties other than Supplier of the Service, the State sites or the State
Developed Deliverables; (iii) Product information, direction, specification or materials
provided by Supplier; (iv) Supplier's transactions with Buyers, including its fulfillment,
or failure to fulfill Products; and (v) Supplier's breach of any of its representations,
warranties, promises or obligations under this agreement. The foregoing indemnity is
conditioned upon: prompt written notice by the State of any claim, action or demand
for which indemnity is claimed.
13. DISCLAIMER OF WARRANTIES You expressly understand and agree that:
a. Your use of the Service is at your sole risk. The Service is provided on an "as
is" and "as available" basis. The State expressly disclaims all warranties of any
kind.
b. The State makes no warranty that (1) the Service will meet your requirements;
or (2) the Service will be uninterrupted, timely, or error-free.
c. Any material downloaded or otherwise obtained through the use of the Service
is done at your own discretion and risk and you shall be solely responsible for
any damage to your computer system or loss of data that results from the
download of any such material.
d. No advice or information, whether oral or written, obtained by you from the
Service shall create any warranty not expressly stated in the TOU.
14. LIMITATION OF LIABILITY You expressly understand and agree that the State,
including its officers, employees, and agents (including the TPA) involved, directly or
indirectly, in the delivery and operation of the Service, shall not be liable for any direct,
indirect, incidental, special, consequential or exemplary damages, including but not
4
limited to, damages for loss of profits, goodwill, use, data or other intangible losses
(even if the State has been advised of the possibility of such damages), resulting from:
(i) the use or the inability to use the Service; (ii) unauthorized access to or alteration of
your transmissions or data; (iii) statements or conduct of any third party on the
Service; or (iv) any other matter relating to the Service.
15. APPLICABLE LAW By visiting the North Carolina E-Procurement Service, you agree
that the laws of the State of North Carolina, without regard to principles of conflict of
laws, will govern these Terms of Use and any dispute of any sort that might arise
between you and the State or its third party agents.
