Buyer Terms and Conditions Agreement

This Buyer Terms and Conditions Agreement (the "Agreement") defines the legally binding terms governing the access and use of the website servmarketplace.com and the mobile application "Serv Marketplace" (collectively referred to as the "Platform"), owned and operated by SERV MARKETPLACE GROUP. LTD., a company incorporated under the laws of Trinidad and Tobago, with its registered office situated at 84 Abercromby Street, Port of Spain, Trinidad (hereinafter referred to as "Serv"). This Agreement applies to any individual, organization or establishment acting in the course of a business carried on by it that registers an account on the Platform (hereinafter referred to as the "Buyer").

BY REGISTERING AN ACCOUNT, THE BUYER EXPRESSLY ACKNOWLEDGES, AGREES TO, AND ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.

1. Definitions

1.1 "Goods" means a supplier's goods listed on the Platform and ordered by the Buyer in accordance with these terms.

1.2 "Representative" means a person employed or retained by the Buyer and expressly authorized by the Buyer to access and use the Platform on its behalf.

2. Serv

2.1 The Buyer expressly acknowledges and agrees that Serv acts as a technological marketplace and middleman connecting commercial buyers with verified third-party suppliers and distributors across Trinidad and Tobago. Serv operates the Platform so as to facilitate connection, browsing and order placement between commercial buyers and third-party suppliers in the course of their respective businesses.

2.2 When the Buyer places an order on the Platform the Supplier retains the sole discretion to either accept or deny the order. Serv is not a party to any commercial transaction, contract, purchase order or agreement entered into between the supplier and the Buyer using the Platform. This means that Serv will have no liability for any orders placed by the Buyer, its personnel and other individual users (whether Representatives or otherwise) whether accepted by the supplier or not.

2.3 The Buyer shall fully assume the risks of conducting any transactions on the Platform and all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the Goods.

2.4 Serv shall have no obligation to resolve any disputes between a supplier and the Buyer, and any such disputes shall be strictly a matter between the relevant supplier and the Buyer.

2.5 Serv does not endorse, verify or otherwise certify the Goods or any goods available for order on the Platform and does not make any representation or warranty regarding the quality, accuracy, timeliness, reliability or authenticity of any information provided by a supplier to the Buyer or from the Buyer to a supplier. Serv does not endorse verify or otherwise certify the contents of any comments, communications material or information submitted, uploaded or shared via the Platform by third-party users. The Buyer acknowledges that any images of goods shown on the Platform may not represent the actual goods sold by the relevant supplier, are for illustrative purposive only and may vary in appearance.

3. Registration and Licence

3.1 If the Buyer wishes to access and use the Platform it will be required to provide information or material about their entity and business as part of the registration process. Serv may reject the Buyer's application for registration for any reason.

3.2 Once the Buyer's application for registration is approved by Serv, the Buyer will have a non-exclusive non-transferable right and licence, without the right to grant-sublicences, to use and permit Representatives to access and use the Platform for business purposes only including to manage its communication with suppliers and to manage orders for the Goods.

3.3 During registration, the Buyer will create a Serv account and password which allows it to access the Platform.

3.4 The Buyer shall keep the Serv account details and password confidential, secure and safely stored and shall not disclose them to any person other than Representatives who need to have access to the Platform and who are aware of the Buyer's obligations to keep those details secure.

3.5 The Buyer shall be responsible for all activities that occur under its Serv account (whether such activities are authorized or not).

3.6 The Buyer accepts and agrees that Serv shall have administrator access to all parts of the Platform and may track the Buyer's use of the Platform for the purposes of Serv's obligations under this Agreement and may use, store, retain and otherwise process the details of any and all orders submitted by the Buyer or otherwise received and accepted via the Platform.

3.7 Serv remains the owner of the Platform and all intellectual property rights to and in the Platform, save for any content sent or submitted by users, remain vested in and owned by Serv and nothing in these terms and conditions shall give the Buyer any rights in respect of any such intellectual property rights or of the goodwill associated therewith. The Buyer acknowledges that it does not acquire any ownership rights by downloading the Platform other than the right to use the Platform in accordance with these terms and conditions.

3.8 Nothing in these terms and conditions shall constitute any representation or warranty by Serv that the exercise by the Buyer of rights granted hereunder will not infringe the rights of any person.

4. Termination Rights

4.1 Serv retains absolute, unilateral, and unrestricted discretion to remove a Buyer from the Platform, or delete, deactivate, or deny access to a Buyer's account at any time, for any reason or no reason whatsoever, without prior notice, and without incurring any liability, penalty, or financial obligation to the Buyer.

4.2 Serv may at any time terminate these terms and conditions with immediate effect for any reason or no reason whatsoever by giving the Buyer written notice to its registered email address.

4.3 The Buyer may give Serv thirty (30) days' notice in writing of its wish to terminate these terms and conditions and the provisions of clause 4.4 below shall apply on any such termination.

4.4 On termination, all rights granted to the Buyer under these terms and conditions and the Buyer's right to use the Platform shall immediately cease and the Buyer's account will be immediately closed. Serv will have no obligation to maintain any data, information or content stored in the Buyer's account or on the Platform.

4.5 Any provision of these terms and conditions which is expressly or by implication intended to continue in force and effect after termination shall continue in force and effect notwithstanding such termination, including without limitation, clauses 1, 4.4, 5.3, 7, 8, 9 and 10.

5. Buyer Responsibilities

5.1 The Buyer is solely responsible for:

• the Buyer's obligations in relation to any commercial transaction, contract, purchase order or agreement entered into between the Buyer and any supplier using the Platform including, without limitation, timely payment for the Goods in accordance with the terms agreed between the Buyer and the supplier;
• all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the Goods;
• the Buyer's content uploaded to and/or contained in any chat between the Buyer and a supplier on the Platform

5.2 The Buyer acknowledges and agrees that under no circumstances shall Serv be liable for the risk of loss, damage, theft, contamination, spoilage, or destruction of the Goods which shall remain entirely with the supplier or the Buyer as the case may be.

5.3 The Buyer shall not (and shall procure that its Representatives shall not):

• duplicate, copy, republish, exploit, redistribute or re-transmit the Platform;
• attempt to or actually reverse engineer, decompile, disassemble, decipher or create derivative works based on the whole or any part of the Platform or otherwise attempt to derive the source code for the Platform or any related technology;
• store the Platform other than for its own use, or use by its personnel, as permitted by these terms and conditions and as may occur incidentally in the normal course of use of the Platform;
• store the Platform on a server or other storage device connected to a network or create a database by systematically downloading and storing any data from the Platform;
• remove or change any content of the Platform or attempt to circumvent security or technical measures used to provide the Platform or interfere with the proper working and functioning of the Platform or any servers on which it is hosted;
• systematically extract and/or re-utilize parts of the Platform and, in particular, use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the Platform;
• intentionally or negligently upload data or content that is false, defamatory or misleading or transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others;
• provide false or misleading information during the registration process in order to access and use the Platform;
• use the Platform in a way that might damage the name, reputation or goodwill of Serv or any of its affiliates;
• in relation to the Platform, fail to pay for the Goods in accordance with the terms agreed between the supplier and the Buyer;
• distribute viruses or any other technologies that may harm Serv or the interests or property of users of the Platform;
• engage in unlawful activities, breach any applicable laws, use the Platform in any manner inconsistent with these terms and conditions or engage in any activities that would otherwise create any liability for Serv and its affiliates;
• use or access the Platform to build a similar service or application or engage in activities which are identical or similar to the Platform; or
• infringe Serv's intellectual property rights or infringe any intellectual property rights that belong to third parties affected by the Buyer's use of the Platform.

6. Disclaimer of Warranties

6.1 Serv does not warrant:

• that the Platform will meet the Buyer's specific requirements or that it will be fit for a particular purpose; or
• the availability of the Platform (including all functions and features) or that any errors in the Platform will be corrected.

7. Functionality

7.1 The Platform is provided on an as is and as available basis and the Buyer's use of the Platform is at its sole risk. Serv cannot and does not guarantee the uninterrupted, timely, secure or error free operability of, or access to, the Platform and disclaims any representation or warranty. All implied warranties of any kind are also hereby excluded and Serv accepts no liability for any loss or damage of any kind incurred as a result of the Buyer or anyone else relying on the content or output of the Platform.

7.2 Serv cannot and does not guarantee that the Platform or its content will be free from viruses. It is the Buyer's responsibility to carry out appropriate security measures to satisfy its requirements as to the safety and reliability of the Platform and all of its contents.

8. Indemnification & Limitation of Liability

8.1 Serv shall not be liable:

• for any losses or damage that may arise as a result of or in connection with claims from buyers or other third parties from their use of the Goods obtained through the Platform;
• to the Buyer for any loss or damage arising out of or related to these terms and conditions or the use and/or performance or nonperformance of the Platform including but not limited to loss of profits, revenue, data or goodwill;
• to the Buyer for any non or late delivery of the Goods or for any defective, contaminated or non-compliant Goods;
• To the Buyer for any loss or damages as a result of any unauthorized access or use of the Buyer's account and password details;
• for terminating, suspending or taking any other action with respect to the Buyer's account or access to the Platform for any reason; and
• unauthorized access to or alteration of the Buyer's data.

8.2 The Buyer agrees to defend, indemnify, and hold completely harmless Serv, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or in connection with:

• the Goods ordered through the use of the Platform including but not limited to any product liability claims and any defective, contaminated, or non-compliant Goods;
• any subsequent activity relating to such Goods including but not limited to foodborne illnesses and violations of public health standards;
• any third-party intellectual property infringement claims;
• the Buyer's breach of any applicable laws of Trinidad and Tobago; and
• the Buyer's breach of contract with any supplier in relation to the Goods ordered through the use of the Platform including but not limited to the failure to pay for the Goods in accordance with the terms agreed between the supplier and the Buyer.

8.3 Subject to clause 8.1 and 8.2 above, the total aggregate liability of Serv its directors, employees and agents in contract, tort, strict liability, equity or for breach of statutory duty or otherwise shall not exceed $2,500.00 Trinidad and Tobago Dollars in aggregate. These limitations and exclusions of liability shall apply to the maximum extent permitted by law.

9. General Provisions

9.1 This Agreement and all disputes arising out of it shall be governed by, interpreted, and construed in accordance with the laws of the Republic of Trinidad and Tobago. The parties hereby submit to the exclusive jurisdiction of the Courts of Trinidad and Tobago.

9.2 This Agreement constitutes the entire contract between the parties concerning its subject matter. Serv reserves the right to amend these Terms and Conditions at any time. Any amendments will be published digitally via the Platform or sent to the Buyer's registered email address. Continued use of the Platform by the Buyer after notification through the placement of any orders constitutes binding acceptance of the amended terms.

9.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

9.4 The Buyer may not transfer, subcontract, assign or deal in any other manner with, in whole or in part, any of its rights or obligations under these terms and conditions.

10. Privacy Policy

BY REGISTERING AN ACCOUNT, THE BUYER EXPRESSLY ACKNOWLEDGES, AGREES TO, AND ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS PRIVACY POLICY AND CONSENTS TO SERV'S COLLECTION PROCESS USE STORAGE AND SHARING OF ITS PERSONAL INFORMATION IN ACCORDANCE WITH AND FOR THE PURPOSES SET OUT IN THE CLAUSES HEREINBELOW CONTAINED.

10.1 For the purposes of this clause the expression "the Buyer" shall include the Buyer's Representative and the expression "personal information" shall have the meaning ascribed to it by the Data Protection Act Chapter 22:04.

10.2 The Platform is not intended for persons under 18 years of age and no one under that age may provide any information to or on the Platform. Serv will delete any personal information collected or received from a person under 18 years of age if Serv discovers that it has collected or received such information.

10.3 Serv may process the Buyer's personal information if the Buyer applies to use or uses the Platform or the services provided through it. The Buyer's personal information may be obtained from the Buyer or elsewhere including information in the public domain.

10.4 Serv will collect, process, use, store and share the Buyer's personal information for the following purposes:

• to provide access to the Platform and to facilitate the creation of the Buyer's account on the Platform including by allowing Serv to verify the Buyer's identity;
• to manage and administer the Platform and the Buyer's account with Serv and to improve the Platform's functionality and user experience;
• to identify the Buyer as a user on the Platform and to maintain a record of the Buyer's transactions and interactions through it;
• to enable Serv to carry out its obligations arising from these terms and conditions and/or from any contract entered into between the Buyer and Serv;
• to enable the Buyer to place and receive orders from suppliers;
• to communicate with the Buyer including but not limited to informing the Buyer of changes to the Platform and to these terms and conditions;
• to check any transactions carried out by the Buyer;
• to prepare and issue invoices and to fulfill Serv's legal and administrative obligations;
• to comply with any disclosure required by law, a court or tribunal of competent jurisdiction or any competent regulatory statutory body;
• to disclose to Serv's partners, associates, agents and subcontractors for the purposes of operating the Platform or performing any contract which Serv might enter into in relation to the Platform;
• to disclose to third-parties to enforce these terms and conditions;
• to deal with enquiries and complaints;
• for internal operations including troubleshooting, data analysis, testing, research and survey;
• to allow the Buyer to explore suppliers on the Platform;
• to assist in direct marketing; and
• to disclose to our auditors, legal and other professional advisers or service providers for any of the above purposes.

10.5 In relation to chat and order information, Serv will not disclose to third-parties that are not part of the chat, any orders or chats that take place between users of the Platform in a way which would allow a user to be identified. No user will be able to see what another user that is not part of the chat orders in a way that would link it to that user.

10.6 Serv may share information relating to users and orders they place provided that such information does not identify an individual user with other users of the Platform and Serv's business partners.

10.7 All information provided by the Buyer, is processed on the Platform's servers and Serv will use its reasonable endeavors to implement appropriate technical and organizational measures to protect the Buyer's personal information. Serv advises the Buyer, however, that no method of electronic transmission or storage is entirely secure.

10.8 Serv's website uses cookies to enhance the Buyer's browsing experience and collect anonymous analytics data. The Buyer may disable cookies through the browser settings.