1. PREMISES AND COMPANY INFORMATION
TRAKTI LTD is a company registered in England (company registration number 10460041), registered at 124 City Road, London, EC1V 2NX, England, United Kingdom. Trakti is a registered trademark (trademark registration number 011915808). We are registered as a Data Controller at the UK Information Commissioner’s Office under number ZA385141.
2. PURPOSE AND DESCRIPTION OF THE SERVICE
Trakti is an online service that allows users to manage any kind of commercial negotiation and contractual agreement, provided through a cloud-based platform. Trakti provides with the key instruments required to configure, activate, promote, negotiate, and sign any type of deal in a safe and controlled environment.
The services offered by Trakti are:
- Creation / importing and modelling of contract and review templates: import your contract templates from .doc files and model them in Trakti to add input fields, calculations, signatures, external data sources like Know Your Customer /Anti Money Laundering fields to generate your templates to be submitted and approved by your legal team and to be used by all team members in self service mode;
- Creation of Internal Work groups: create project or business function work groups within the organization in which the members of the team can exchange messages, files and links and, where necessary, associate their negotiations thus making them visible to all work group team members;
- Creation of Deals: select bilateral or multilateral negotiation processes by choosing from the wide range of interaction procedures offered by the platform (RFX, Auctions, Tenders, Seal bid tenders, Onboarding and many others processes), associate your custom templates and configure the privacy level, select the headed paper, activate the payment gateways and configure all the parameters and signatures based on your specific needs;
- Authorization of Deals and Offers: ask permission or give authorization to a deal before the negotiation is published and external people are directly invited to participate and to submit an offer. The deal can also be advertised on the company page on Trakti and/or on the corporate site and via third parties services (such as Facebook, Twitter or LinkedIn). Ask authorization and/or approve an offer before it is sent to the counterparty;
- Deal and Contract negotiation: possibility to view and compare offers during all phases of negotiation and to make counter-proposals before proceeding with the choice of the winner or requests for revision;
- Evaluation, finalization and signing of the contract: analyse offers via our automatically generated comparison grid that simplify the evaluation of offers and help you selecting the right counterpart for your deal. Ask colleagues, reviewers, legal, their feedback, customised ratings and offer reviews and use that information to rank offers and request changes to the participants. Our rating system let you receive feedback and attachments from your colleagues and create a comparison table that let you easily select the best offer among the one received. Once identified the best offer and request authorization to proceed the parties can finalize the agreement and the responsible person can proceed with the signing and finalization of the agreement/contract. The platform supports different signature collection approaches (download sing and upload or electronic signature) and automatically collects signatures from participants. Trakti will keep track of all messages sent and received and the history of all the deals you or your company are involved. When finalizing an agreement it will be possible to download the agreement or contracts in PDF format.
- Notarization and contract automation in the blockchain*: increase the level of security and auditability of your deals by making sure your activities and contracts are always certified and trusted. We not only provide our own timestamp to your contract but we are using a public Blockchain to make all your contracts digital time stamped in Ethereum. We not only allows notarization (ie the registration and time stamping of the contract within a network of distributed nodes) but we also offer the full self execution and automation of the contract within a end to end process thanks to the execution of the “Smart Contract” connected to the contractual template;
- Audit and display of the chronology: increase your internal compliance and traceability of all processes connected to contract negotiation and management. Trakti end to end flow you’ll be able, not only to monitor and track changes in your offers and counter offers, but you’ll also be able to monitor the sequence of approvals, reviews and authorizations received. All those activities will be sequenced with all the interaction you have with counterparts, in a secure and fully auditable audit trail.
- Integration: connect your legacy system or third party software to Trakti. We offer open APIs to easily integrate our platform with third party services facilitating the sharing of all information and data with your preferred systems.
*Available only for Corporate plans
The aforementioned services are provided by Trakti according to the subscription types listed under the Pricing webpage.
The following terms shall be interpreted according to the following definitions:
web platform that allows members to create their own online profile and create and manage business negotiations through the tools provided by the website. The term Trakti, in this Agreement, also refers to the Company owning the website (and all the rights on the website) and relevant controlled companies, parent companies, consociated, affiliated, managers, employees, collaborators, as well as possible successors or rightful claimants.
subjects registered to Trakti by following and completing the registration procedure available on the registration form webpage. The registration, at the end of the aforementioned procedure, requires this Agreement to be accepted in full.
page opened on behalf of a company or legal entity (e.g. foundation, association, public or private entity).
Administrator or Owner of a corporate profile:
a member that, as legal representative or with an equivalent role, creates a corporate profile for a company, entity, foundation, or association. The legal representative can appoint other users as administrators, according to the type of subscription chosen. The appointment as corporate profile administrator grants the user with the authority of making proposals or responding to negotiations on behalf of the company, entity, foundation, association.
registered subject who opens one or more negotiations. Once the negotiation is entered into the platform, the proposer must also enter any specifications and/or rules of the single negotiation.
members who take part in one or more negotiations. The participation in a single negotiation is subject to the acceptance of the specific conditions set by the proposer for the single negotiation.
the participant who, according to the proposer, made the best offer.
a user who accesses the website without registration.
Members and/or Visitors who access the website.
can be obtained by completing the registration process. By registering, the User becomes a Trakti Member and can benefit of the Services reserved to Members according to the Agreement. The publication of Contents on the Website is reserved to Members only, on their personal (personal profile) or corporate page, and it is under their own exclusive responsibility. By registering, Members undertake to fully guarantee, indemnify, and hold harmless Trakti against any and all responsibilities and/or claims by third parties concerned or related to, even occasionally, the publication of Contents on the Website and/or to the use of Services provided.
Registration cancellation procedure:
the procedure through which a Member obtains the cancellation of their registration to Trakti. The cancellation involves the loss of Membership and therefore the possibility of accessing the Services reserved to registered Members. The cancellation also implies the closure of the profile of the User and/or Corporate who obtained the cancellation of the Membership but not the removal of information regarding previously completed transactions. The cancellation procedure can be started only if the user does not have any on-going negotiation (this can be verified on my deals page).
all the activities and services offered to the Users through the Website, as described in art.2. The Services offered through the Website, can change over time, either with the introduction of new Services, not currently available, or the removal and/or modification, even substantially, of existing Services at Trakti’s own discretion, without notice.
the contents published on the Website, including but not limited to, text, links, news, images, photos, videos, data and information and, in general, everything Members may publish on the Website (including comments and feedback). The publication of Contents on the Website is the result of a free voluntary decision of the Member, who creates and/or shares the Content, through the Website under their own exclusive responsibility.
4. AGREEMENT BETWEEN TRAKTI AND USERS, CHANGES AND INTEGRATIONS
The use of any present or future Service offered by Trakti shall occur under the exclusive responsibility of the Users who access the website; they undertake to comply with the present Agreement and any future changes and/or integration.
The access or the use of the Website, as well as the registration to Trakti require the User to accept and observe this Agreement in all its parts; the user undertakes to read its content in full and to comply with it. The access to the Website and the use of Services are subject to the acceptance of the ToU and their observation, including future changes and integrations.
The User acknowledges that Trakti can modify and integrate the present Agreement at any time and undertakes to review the published Agreement, including possible changes and updates, any time they access the website and to observe it, implicitly accepting, through the use of Website, all changes and updates that may have been made to the Agreement.
If the User does not intend to accept the terms and conditions of this Agreement or its future changes or updates, they shall immediately stop using the Website, as long as they do not have any on-going negotiations.
6. USER WARRANTIES AND REPRESENTATIONS
The User warrants and represents the following, undertaking to provide only genuine information, under their own exclusive responsibility:
- to be at least 18 years of age;
- to act in full compliance with any applicable law or regulations, even future ones;
- not to use Contents for illegal or discriminatory purposes;
- not to have any charges for sexual and/or IT and/or other offences related or connected to the use of our Services;
- not to use the Contents for business purposes that have not been previously authorised in writing by Trakti;
- not to be a Trakti competitor and not to operate on behalf of actual or potential Trakti competitors;
- not to jeopardise in any way the safety of Trakti and its Users.
By completing the Registration Procedure, Members warrant and represent, in addition to the above, always under their own exclusive responsibility:
- to comply with the Registration Procedure;
- to provide only genuine information which is complete and real;
- to provide all the required data and information;
- to keep their data up to date;
- not to publish on the Website Contents whose disclosure is forbidden or constitutes an offence according to the applicable laws, even future ones;
- to always act in full compliance with the applicable regulations;
- not to disclose Contents whose disclosure implies a violation to the existing laws or damage to the rights of third parties;
- not to violate in any way the industrial property and/or intellectual property rights of third parties;
- not to violate, even partially, secrecy or confidentiality rights or agreements or, any confidentiality bond in general.
Members also represent to have entered genuine and correct data and to be the legal representative or the person designated by the Entity or Company pursuant to the deed of registration of the Corporate Profile. Entering false information, using the Service for illicit activities and/or in conflict with the Conditions accepted at the time of registration to Trakti shall be prosecuted in accordance with the law. It is also expressly and peremptorily forbidden to publish on Trakti’s pages any offensive content, that may promote or celebrate in any way or form racism, fanaticism, hate or physical violence of any kind against people or groups of people, any kind of discrimination, any kind of harassing content or that may promote in any way or form harassment of other people, contents finalised to sexual or violent exploitation of people, images or themes concerning nudity, excessive violence or offensive language, as well as adult-only links, or links to illicit or inappropriate contents, contents that request or are thought to request personal data in contrast with the existing laws, contents that publicly disclose information that may jeopardise the privacy or safety of other parties, contents that constitute or promote information that the User knows being false or deceitful, or that promote illicit activities or offensive, threatening, obscene, libellous or slanderous behaviours; contents that constitute or promote illegal or non-authorised copies of other people’s work protected by copyright, such as pirated software or links to such files, information on how eluding copyright protection devices installed by the manufacturer, pirated audio files or link to such files, contents that imply the submission of unwanted mail, chain letters or unrequested group messages, instant messages, spim or spam, contents containing limited access or password protected pages, or hidden pages or images (not connected from or to other accessible pages); contents that may favour or promote criminal activities or behaviours or that provide information regarding illicit activities including, only as an example and not limited to, illegal manufacturing or purchase of weapons, violation of the privacy of people, or creation or provision of computer viruses; contents that request or are thought to request to other Users passwords or personal data for commercial or illicit purposes, images or videos portraying another person published without the consent of the interested party, contents that promote propaganda and/or symbols of organisations made illegal by the English law or the existing laws of the User’s country of residence.
7. PUBLICATION OF CONTENTS BY THE MEMBERS
The publication of Contents on the Website (text, images, links, feedback, comments and events) is subject to a voluntary decision of the Member, who shall be the sole and exclusive responsible for any consequence that may rise from the publication of the Content/s on the Website and undertakes to fully guarantee, indemnify and hold harmless Trakti against any and all consequences and/or claims that may concern and/or be connected with the Contents and/or their publication on the website. Through the platform provided by Trakti users can:
- Make proposals. The user can choose among three types of negotiation, according to the desired level of privacy:
- Public. All registered users can view the content of the proposal in full and can participate without restriction.
- Restricted. Anyone can view the content of the proposal and ask to participate in the negotiation, but only the users who ask and obtain permission from the proposer can participate in the negotiation and make offers.
- Private. The contents of the proposal are not public and only users invited by the proposer can participate.
- Participating in negotiations. The user makes a technical and/or economical offer to the proposal opened by another Member.
The Member holds harmless Trakti against any responsibility concerning the carrying out of the negotiations.
The publication of contents on the Website cannot involve in any way the legal, juridical or any other kind of responsibility from Trakti which, as stated, shall not be held responsible for the published Contents as well as their publication.
Trakti reserves the authority (without undertaking any obligation in that respect) to monitor and review all or part of the Contents published on the Website and to remove, delete, erase, completely or partially, at any time, any Content published on the Website that may be deemed inappropriate, according to Trakti’s own and indisputable judgment, as well as to erase and/or delete personal profiles, or to prevent access to the Website at its own discretion; the user who published such Content/s and/or is the addressee of the aforementioned decisions and/or measures, shall not have any right to raise any kind of objection or claim on the matter.
The Users are aware and informed that the Contents published on the Website can be viewed by other Members as previously described. The User acknowledges that Trakti reserves the right to use all present and/or future available technologies and/or applications that may increase the diffusion of the Website and its Contents, giving their consent in that respect. The User also acknowledges that the Website and its Contents can be browsed and indexed by search engines, also for what concerns User Personal and Corporate profiles and gives their consent to the above.
8. RELATIONS BETWEEN TRAKTI AND THE USERS
The parties involved in the negotiations are the proposer, the participant, and Trakti. Trakti’s role is limited to the provision of the virtual and hosting space of the website in order to allow an easy and safe completion of negotiations, evaluation of the offers, the possible creation, and submission of a contract, as well as its preservation and the possible carrying out of the relevant payments.
Although Trakti provides a virtual environment for the definition of the deals / negotiations and the assessment of the offers made by applicants, each proposer acknowledges that such judgment falls under their own exclusive responsibility.
The user undertakes not to stipulate contracts conflicting with the Conditions of use. Each contract provision conflicting with the User Agreement is void.
9. CONTRACTUAL RELATIONSHIPS
Each User acknowledges that the contracting parties in this document are independent professionals. Therefore, none of the provisions of this User Agreement is suitable for creating a partnership, joint venture, agency, or any other kind of relationship between Trakti and the users.
From the stipulation of a contract following a negotiation closed on Trakti, contractual obligations occur only between the proposers and the selected participants. Trakti shall not be held responsible for any dispute arising from the aforementioned contractual relationships.
10. SERVICE PAYMENT AND AUTOMATIC RENEW
The plans Lite, Essential, Pro, Advanced and Corporate are provided to the user upon payment of a monthly rate (see Pricing table). When subscribe to the service, the user must agree to subscribe for 12 months at the selected rate, (subscription can be cancelled early if monthly is selected). After the payment, Trakti will immediately activate the selected plan, allowing the user to immediately access all features available for that plan. After the finalisation of the payment, you will receive a formal invoice by email. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority. In case the company’s VAT number is not provided, or is not applicable, you will receive a receipt from the system. If any problem occurs in the invoicing process you can contact payment(at)trakti.com.
In the case that the user wishes to terminate the service before the end of the annual deadline, Trakti will not refund the unused monthly instalments. At the end of the 12 months, the service is automatically renewed with the same type of service and the same rate initially signed. At any time, the user has the possibility to delete the auto-renewal by selecting the option Unsubscribe in the section called Subscription on the profile settings or by sending an email at payment(at)trakti.com, through the official address of the account in question, with the subject Not renew or, when applicable.
11. PAYMENTS AMONG USERS
The use of the Trakti platform is free of charge, while the publication and management of deals is governed by the subscription profile, payments between users, processed by third party services, can be subject to the payment of a commission. When Members use a service subject to a payment, they can check and accept the rates, in accordance with Trakti’s Rates, which are subject to occasional changes.
The payment will be made through Services provided and managed by third parties.
The Members domiciled in Member States of the EU (including Italy) could be required to pay VAT. If the payment method fails or the payment terms expire, Trakti reserves the right to resort to other procedures in order to recover the amounts due (including charging through other payment methods, including resorting to credit recovery companies and legal consultants).
Trakti does not take any responsibility for any possible error, omission, interruption, cancellation, fault, delay in the functioning or provision of the Website and/or Services, anomalies on the line, theft, destruction, unauthorised access or alteration of communications of Users or Members, identity theft and any other illicit conduct perpetrated by Users or third parties either online or in any other situation. Trakti, in particular, is not responsible for problems or technical failures to networks or telephone lines, online systems, servers or providers, devices and equipment, software, malfunctions of email clients or media players caused by technical issues or congestion problems on Internet traffic or on Trakti services. Trakti cannot guarantee, and refrains from guaranteeing, specific results from the use of Trakti Services, as well as the regularity and continuity of Services. Trakti shall not be, in any case, held responsible towards Users and/or third parties for any kind of direct or indirect damage of any nature, even exemplary or punitive damages, including but not limited to lack of profit damages and/or any other claim, concerning or connected, or even occasioned by the use of our Services for any purpose.
At the time of registration, the User will be required to choose a password. The responsibility of keeping the password secret is entirely borne by the Member, who undertakes to keep it in a safe and secret place and not to disclose it to third parties. Members undertake to never use the account, user name, email address or password of other Members and not to disclose their own password to third parties. Members also undertake to immediately inform Trakti in case they suspect unauthorised access to their account and/or password occurred. The Member is entirely responsible for the use of their account. The User who wishes to register acknowledges that Trakti reserves to undertake, at any time, procedures for the authentication and/or verification of data and information provided by any Member at the time of registration, in compliance with the applicable regulations, also in terms of privacy, giving herein their consent to authentication and verification procedures that might be implemented, without prejudice to the fact that the carrying out of these procedures represents for Trakti an authority and not a commitment, a guarantee or an obligation, in that respect, on Trakti’s side. Trakti has the authority to revoke the registration of the user at any time, without notice, and without having to provide any information on the matter. The User whose registration may be revoked shall not have any claim against Trakti, for any reason. Besides, Trakti reserves the authority (without undertaking any obligation or responsibility on the matter), at its own discretion, to decline, reject to publish or remove single negotiations, proposals or offers published by the User or to refuse, limit, suspend or cease the access to the entirety or of part of the Trakti Services or to the Website, at any time, for any reason or without reason, with or without notice or explanation, without any type of claim or demand to be raised against it. Trakti also reserves the right, at its own exclusive discretion, to reassign or rename the User profile URL. Trakti expressly reserves the right to remove the User profile and/or limit, suspend, or cease User’s access to all or part of Trakti Services in case it verifies, at its own exclusive discretion, that such User violated the applicable regulations and/or the present Agreement and/or any right of third parties or that such User constitutes a threat for Trakti, its employees, its business partners, Users and/or the public in general.
14. APPLICABLE LAW AND COMPETENT COURT
This Agreement, relationships, Services and in general everything governed by the present Agreement, shall be subjected to the exclusive application of the English Law.
All disputes arising under these terms and conditions will be subject to the exclusive jurisdiction of the English courts
* * *
By registering to our service, the User declares to have thoroughly read, acknowledged and approved all the provisions of the ToU, and declares to accept in particular the following articles:
- art. 4 (Agreement between Trakti and users, changes and integrations);
- art. 6 (User warranties and representations);
- art. 7 (User responsibilities);
- art. 7 (Publication of contents by the members);
- art. 8 (Relations between Trakti and the members);
- art. 9 (Contractual relationships);
- art. 10 (Service payment and automatic renew);
- art. 11 (Payments among users);
- art. 12 (Waiver);
- art. 13 (Security);
- art. 14 (Applicable law and competent court).