General Membership Conditions
Scope, aim and legitimacy of access:
1.1 Vortal, Comércio Electrónico, Consultadoria e Multimédia, SA (Vortal, Electronic Commerce, Consultancy and Multimédia, Ltd) is an electronic platform business management company with access via the Internet, targeting business individuals, companies and other public limited companies (namely public, private and other entities), which supplies integrated business services which are the property of VORTAL, which is also the holder of all intellectual property rights over these platforms.
1.2 Integrated company services means solutions provided by these platforms to the CLIENT, through which the CLIENT can accommodate and publish pages or create its site, publicize itself using banners, buttons and other means, insert its logo or by other means acquire publicity coverage, consult the information available, namely about works and projects underway, share information and act as a buyer, seller and service provider/supplier on the electronic platform, but not including:
a. The possibility of VORTAL being part of any commercial contract or transaction established between the CLIENT and third parties or users, even if the latter may also be VORTAL clients.
b. The Internet Access circuit, including access types, forms and equipment.
c. The possession or any right or obligation over any goods or services that may be the objecto of a commercial transaction on the electronic platform by the CLIENT.
1.3 The CLIENT must indicate in the contract a privileged contact person with VORTAL, who represents the CLIENT for the purposes of this contract and who is also responsible for dealing with administrative, technical and financial matters related to the use of the platform, management of users and the authorization of issuing digital certificates to the same. In order to confirm the data referred to, the CLIENT should send VORTAL the following information:
a. Copy of user’s Identity Card (BI)/Passport;
b. Proxy/Power of attorney in the name of the person who will be the CLIENT representative/user for the purposes of this contract;
c. Copy of the commercial registry incorporation certificate (or equivalent document that proves that the business has been set up);
1.4 In the absence of confirmation of data from the aforementioned representative in the previous point, the privileged contact person with VORTAL may be considered – the first registered user.
1.5. The legitimate access to company integrated services made available on the electronic platform, presupposes the use of a user name (identification) and an access password, attributed exclusively by VORTAL to the representative referred to in the previous number.
1.6 In order to access information referring to public contracts it is necessary to complement authentication with a digital certificate.
1.7 Access is attributed to the CLIENT as soon as their details and subscribed services are confirmed, after VORTAL having received the present contract with conditions, duly signed and stamped by the CLIENT, in other words, via the person or persons with the binding powers.
1.8 For the temporary control of acts which under the terms of the Public Contracts Code should be practised within a set time limit, the platform will proceed with applying temporary stamps issued by a certification entity which supplies chronological validation services.
Rights and Obligations:
2.1 Mean obligations from VORTAL towards the CLIENT such as:
a. Supplying information that is deemed necessary relative to technical conditions and requirements, suitable for access to the service or subscribed services.
b. Maintain, during normal working hours, by telephone or e–mail an open CLIENT help line.
c. Provide the necessary technological conditions so that the CLIENT, connecting to the electronic platform can automatically and freely consult, buy, sell and use subscribed services in their present contract.
d. Adopt a policy of communication secrecy, controlling access to electronic platform services to do with identification and authentication procedures.
e. Adopt security measures against the destruction, loss, alteration, accidental or non-authorized access or dissemination.
f. Maintain information available on the electronic platform on Information Security Regulations approved and practiced by VORTAL.
g. Provide digital certificates on request for the exclusive use of platforms.
2.2 Set out the obligations from the CLIENT towards VORTAL:
a. Comply with and make representatives/users comply with using the electronic platform within the scope of agreed or subscribed services, according to the instructions, technical procedures and limitations communicated by VORTAL;
b. Keep the CLIENT’S list of users/representatives that use the electronic platform correct and updated, and promptly block access in the case where the relationship between the CLIENT and any of its representatives and users of the electronic platform terminates.
c. Not to send or transmit illegal, defamatory or false information via the electronic platform.
d. Use access to services or information contained on the electronic platform by observing the published terms and conditions of use and in respect of the law, namely intellectual property and personality rights as well as principles of public order, good customs and good business practices;
e. Do not use any technology that permits access, or attempted access, via the electronic platform, to channels, sections, communiqués or codified documents protected by username and password, digital certificate or other secret codes;
f. Not to put at risk network security, namely by sending or transmitting viruses, worms or other bugs;
g. Not to divulge the contents, conditions, technical procedures or documentation delivered by Vortal, directly or indirectly related to the services provision agreement;
h. Do not reproduce consulted or accessed information, in whatever form or for whatever reason, without authorization, expressed permission or without reference to the electronic platform, neither commercialize it in any form or for any reason whatsoever.
i. Maintain the secrecy and intransmisability of the username and password , private key or other secret codes and ensure that they are not communicated, copied or divulged by whatever means possible;
j. Communicate, within a maximum time limit of 24 hours, any illegal infraction that has come to your attention, the loss, transmission or any violation of your username, password, private key, any other secret code or any data that has been committed not to be divulged;
l. Freely supply without any onus and in conformity with legal norms or other possible applicable regulations, the content of adverts (banners, buttons or other), brands, logos, or other publicity published and which are the sole and total responsibility of the CLIENT, VORTAL reserving the right to immediately remove any such content from its electronic platform, namely by court decision or equivalent decision taken by any competent entity to that effect;
2.3 Access to the buyers and suppliers league tables on the electronic platform is an exclusive right of client companies that make information available about their respective business turnover carried out on the electronic platform.
Responsibility:
3.1 VORTAL will make every effort, namely from using means, inclusively technological and persons, to ensure that no breach or defect in compliance occurs in any of the services that is undertaken, and shall not be liable:
a. For the contents of information transmitted via the electronic platform, given that it does not select or change information which is subject to transmission and its issuer or addressee and does not have actual knowledge of any information transmitted, neither is there any general obligation incumbent on it to undertake surveillance or invigilate the contents transmitted.
b. For loss, damages, undue use, and/or abuse from third parties to the contents of adverts (banners, buttons or other things), brands, logos and other publicity and personal pages published on the electronic platform.
c. For any loss of information due to accidental or other causes, because of the CLIENT or third parties.
d. Because of litigation between the CLIENT and third parties, other clients or users, be they sellers, buyers or others, since VORTAL does not provide any information that it holds to be used to resolve any kind of legal dispute, for whoever or whatever kind, except in the case of a court decision or equivalent taken by a body that is competent to that effect.
e. For acts practiced by third parties, be they other clients, users or others, or for any complaints related to products or services delivered, rendered or transacted between buyers and suppliers or others.
f. For any damages caused from using the electronic platform, namely those related to possible interruptions, non-solicited communication, viruses, bugs, errors, technical faults or other limitations.
g. For any failures in communication security.
3.2 With the exception of an Act of God, the CLIENT is considered responsible, depending on the case(s):
3.2.1 To VORTAL:
a. For meeting obligations resulting directly or indirectly from this contract.
b. Specifically, for the timely and total compliance of agreed financial obligations, under the penalty of, in the case of non-compliance, payment of interest at the current applicable rate and the immediate termination of services provided by VORTAL.
c. For the acts of its representatives or assistants.
3.2.2 To the buyer (when the client takes on the position of seller or services supplier):
a. For meeting all technical, quality, commercial, financial and other terms and conditions, stipulated in the contract or imposed legally on any seller or services supplier in the same conditions thereof.
b. For meeting all legal and contractual requirements and regulations or those stipulated in codes of conduct, accepted and applicable to contracts that it is party to and signed via the electronic platform and, in particular, for meeting the obligation to keep information updated as to the situation regarding the delivery and the expected date for the conclusion of service.
c. For ensuring and accepting responsibility for the veracity and authenticity of all purchases or deliveries made by its representatives or assistants, via the electronic platform.
d. For accepting the technological mechanisms made available by VORTAL such as the measure for proving the authorship and integrity of information transacted on the same.
3.2.3 To the seller (when the CLIENT takes on the position of buyer):
a. For compliance that had been contractually stipulated or legally imposed on any buyer or beneficiary of supplied services under the same terms.
b. For ensuring and accepting responsibility for the veracity and authenticity of all contract awards and adjudications and deliveries made by its representatives or assistants, via the electronic platform.
c. For accepting the technological mechanisms made available by VORTAL as a measure for proving the authorship and integrity of information transacted on the same.
Price and Payments:
4.1 With the exception of any promotion, the CLIENT must abide by the price that was expressly stated in this contract for the provision of subscribed service(s).
4.2 Vortal reserves the right to annually update its prices in accordance with the Consumer Price Index and/or due to an alteration in business turnover or acquisitions from the CLIENT, or alter the scale of prices affecting the CLIENT.
4.3 Business turnover is to be defined in accordance with the values under the heading ‘Operational Revenues’, resulting from the sum of the headings ‘Service Provision’, ‘Sale of Goods’, ‘Variation in Production’, ‘Company Own Work’, ‘Operating Subsidies’ and ‘Other Operational Revenues’, and that relating to the sub-total (B) from the Company Income Statements and Results, relating to the most recent Annual Accounts Report, under the terms and timeframes laid down by the law. The volume of acquisitions is to be defined by the sum under the heading ‘Acquisition of Goods and Services’ relating to the budget executed in the most recent tax year, at the effective date.
4.4 To address overheads related to accommodation services, access and maintenance of the client information archive, in the future, and with prior minimum warning of 60 days in relation to the contract renewal date, Vortal reserves the right to charge an additional surcharge, whose value will be a fraction of the fixed charge for the service to Request or Present Proposals, the CLIENT being able to accept or reject the payment of the additional surcharge, it being the case that, in the case of rejection, the present contract is viewed as terminated by the CLIENT.
4.5 The scope for subscription of services defined in this contract is restricted to the obtaining of proposals or consultations from companies that are commercially registered on Portuguese territory. VORTAL, by issuing a prior warning of 60 days, reserves the right to set an additional service charge for increasing information on obtaining proposals or consultations from companies registered commercially outside of Portuguese territory, the client being able to accept or reject this additional service.
4.6 All payments should be made in Euros, unless otherwise agreed in writing between both Parties, when another currency may be stipulated, it being, in this case, mandatory to indicate the currency in question and the exchange rates for Euros.
4.7 When invoicing, VAT at the current legal rate in force will be added to the price, the amounts invoiced having to be paid through the Direct Debit System, as stipulated by Regulation 1/2002 and subsequent Bank of Portugal regulations, except in the case of another method of payment agreed with the client, namely payment being made within a maximum limit of 30 days counting from the date the invoice was issued.
4.8 Vortal reserves the right to electronically send invoices with reference to subscribed services to the e-mail indicated for the receipt of invoices, on the front of the contract. In the absence of this it will be sent to the user’s e-mail defined in Point 1.3. The CLIENT should be availed of the technical means to enable it to receive such invoices, consulting the TECHNICAL REQUIREMENTS alluded to in Point 9 below. In case the Client intends to change their e-mail to which invoices should be sent, or receive invoices by another method, this request should be made in writing to Vortal.
4.9 Conditions for PRIVATE PURCHASING CLIENTS
a. The cost price for the annual subscription to the Request Proposals service includes a fixed component which is defined according to the turnover of CLIENT business and is in accordance with the current price list.
b. In the case where the CLIENT intends to use the electronic platform for construction projects where it acts in partnership with other companies under the ACE regime (Complimentary Group of Companies), an additional amount will be invoiced in accordance with the price list in force for this service, to cover setup, implementation and local training costs. This amount is a one-off payment to be invoiced for each ACE. The CLIENT should inform Vortal in writing about percentage details to do with its shareholding participation in the referred ACE, so that Vortal, SA can activate the mechanisms attributed to the CLIENT for adjudications registered on the electronic platform by the ACE
c. In the eventuality that the CLIENT decides to request additional consultancy services from Vortal, these will be invoiced to the CLIENT in accordance with the current price list in force.
Duration and Alteration:
5.1 The services supply contract is valid for a period of 365 days, starting from the date the contract is signed and is automatically renewable for an equal period unless otherwise stated in writing by any of the Parties with a minimum notice of 15 days before the due renewal date.
5.2 Any alteration in the general or particular conditions should be communicated by VORTAL by a prior warning of 60 days and in writing, it being up to the same to make expressed reference to the clauses that have been revoked or altered and the date from which the new clause comes into force as an integral part of the services supply agreement, the CLIENT having the right to accept or reject the new general conditions, it being that in the case of rejection, the present contract is terminated by the will of the CLIENT.
5.3 If needs be or for any special reason, VORTAL may alter the conditions for access to the procedures and/or requirements related to the computer system, as well as the contents of the agreed services, utilities and other content or documentation. The referred to alterations, should they ocurr, will be communicated beforehand to the CLIENT by suitable means to that effect (letter, fax or e-mail), without the need for any other special means or form.
Non-compliance, resolution and termination:
6.1 The non-compliance of any of the CLIENT’S obligations described in the present agreement permits VORTAL to unilaterally wind-up the contract with immediate effect counting from the date that the resolution of the contract is communicated.
6.2 VORTAL reserves the right, without any kind of penalty, to cancel or suspend the supplying of subscribed services for non-compliance with obligations originating from the agreement, on the part of the CLIENT or for reasons of a technical nature, if, in any cases, the non-compliance is well founded and there are grounds for such.
6.3 In case of termination, for whatever the cause, including the contract being wound-up over non-compliance, the CLIENT is obliged to immediately stop using the agreed services and fully and punctually fulfil what it had been duty bound to fulfil to VORTAL and third parties, sellers, buyers or others.
Company and personal data:
7. Personal data which is collected and destined for use in the management of the contract established with the CLIENTE.
a. The CLIENT promises to maintain data updated and VORTAL promises to fully comply with obligations that fall to it under the terms of the law in force with respect to personal data protection measures and rights thereof of the bearers.
b. The CLIENTE authorizes VORTAL to use as a commercial reference data relative to works in progress, transactional turnover, total monies, goods or services, brands or products marketed or transacted, as well as its adhesion to agreed or subscribed services.
Particular Conditions and Annexes:
8.1 Data expressed on the form relative to a type or method of service(s) provision of subscribed company/companies integration, scope, specific conditions, process, methods of payment or promotion, services of added value, granting advertising space (banners, buttons or other) including dimensions, type, location on the electronic platform, period of time, number of copies, construction of pages, highlights and features, or other data directly or indirectly related, constitute private information and/or particular conditions and integrally make up the provision of services agreement.
8.2 In the case there are additional conditions stipulated in the Annexes, namely, between other parties, those relative to direct debit from a bank account, are equally valid and effective, prevailing, in case of contradiction, on the clauses in the agreement that contradict, providing they are duly dated and signed by both parties.
Technical Requirements:
9. Vortal provides a list of technical requirements and configurations which its electronic platform users should have and meet.
Jurisdiction:
10. In order to resolve any kind of litigation emerging from the interpretation or execution of the services provision agreement, the parties appoint the District of Lisbon’s Judicial Court to resolve it with the exclusion of all other.
