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Supplier Terms and Conditions

Supplier Terms and Conditions

(https://www.puzzle.events)

Last updated: May 15, 2019

The following document (“Supplier Terms and Conditions” or “Terms”) describes the terms under which PuzzEvents OÜ (“Puzzle Events”, “we”, “us” or “our”) provides it’s services on the Puzzle Events Platform at https://puzzle.events and https://business.puzzle.events as well as at all the other sub-domains (the “Platform”), to legal entities which provide event services for any type of the event (the “Supplier”).

By accessing the Puzzle Events Platform and setting up the Supplier Account on the Platform, you (the “Supplier” or any of your representatives) agree to comply with and to be bound by this Supplier Terms and Conditions. If you didn’t understand or don’t agree with any part of these Terms, you accept that you do not have right to access and/or use the Platform. Only legal entities can use the Platform as Suppliers, thus, you must warrant that you have the authority to bind your company or other legal entity you legally represent to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

These Terms are to be considered inseparable part of any Supplier agreement signed by you or your representatives either physically or electronically. These Terms contain information about legal rights, remedies and obligations of both parties (you and Puzzle Events) according to applicable laws and regulations.
The Puzzle Events services comprise of two parts:

  • Puzzle Events Public Platform (“Public Platform”),
  • Puzzle Events for Business Platform (“Business Platform”)

Use of any of these services constitutes use of the Platform.

  • Public Platform: Public Platform provides marketing services and it’s open for public use according to Puzzle Events Terms and Conditions to any person who uses the Platform (the “User”). Marketing services may include, but are not limited to, listing placement on the Platform, online marketing campaigns (email marketing, social media posts etc.) on official Puzzle.Events channels as well as any channel or online media of 3rd party companies which are partnered with Puzzle.Events, events (live or online), printed materials, as well as provision of analytics data, consultation services and pay-per-click (PPC) and pay-per-view (PPV) marketing campaigns. Furthermore, marketing services can be provided occasionally in other forms of representation of Suppliers as the Puzzle Events finds appropriate at given moment.
    In addition, Public platform allows Suppliers to create their listings for hire of venues or to book any event service they can provide. Any User can contact any Supplier directly through the platform for any enquiry regarding any listing on the Platform and booking of any service. Any User who makes and enquiry or booking of any event service through the Platform is considered to be the Buyer (the “Buyer”). Public platform is intended to raise Buyers awareness of available Suppliers and their services.
  • Business Platform: Business Platform provides event services finding and booking services offered by Suppliers exclusively to professional event organizers which are registered on the Platform and have been confirmed by Puzzle Events to be valid legal entity (the “Professional Buyer”), including, but not limited to: Professional Conference Organisers, Destination Management Companies, Incentive Houses, or Travel Agencies (“Agencies”); National or International Associations (“Associations”); Companies organising any event for their own needs, including activities of their Corporate Event Planners and Employee development professionals (“Corporate Buyers”); Social, Military, Education, Religious and Fraternal event planners (“SMERF Buyers”); Marketing Services Companies (“Marketing Company”). All bookings Professional Buyers make on the Platform are exclusively done directly with Suppliers. The Business Platform is intended to facilitate Professional Buyers and Suppliers in the process of booking events services and venues.

By using the Platform as a Supplier, you acknowledge and agree that you have read and understood “Supplier Terms and Conditions” as well as “General Terms and Conditions” (available at https://puzzle.events/terms-and-conditions/), and agree to be bound by these terms (weather accepted online via the Platform or signed, physically or electronically).

You understand and agree that Puzzle Events is not a party to any agreement entered into between any Supplier and any User, nor is Puzzle Events acting as an agent or in partnership with any Supplier, Buyer or Professional Buyer.

Puzzle Events disclaims any and all liability, to the maximum extent permitted by law, regarding the conduct of any User of the Platform (including Suppliers, Buyers, Professional Buyers and all other users of the Services), the content of any Listing or agreement made between Users. You acknowledge and agree that Puzzle Events has no control over the conduct of Users, the content of any and all Listings, and does not make any warranty or representation to any User as to the condition, legality or suitability of any Listing, Supplier, Buyer or Professional Buyer. Use of the Platform, as well as any enquiries or bookings made, is done solely at your risk.

1. Interpretation

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1.1 The Platform is operated by PuzzEvents OÜ (“We”). We are registered in Estonia under company number 14741585 and have our registered office at Sepapaja 6, Tallinn 15551, Estonia (hereinafter, “Puzzle Events”).

1.2 Definitions in Supplier Terms and Conditions:

  • Account (Supplier Account): means an account created by registered User (or by the Puzzle Events on behalf of the User) on the Platform with purpose of creating and managing a Supplier listing on Public or Business Platform, according to requirements set by these Terms.
  • Business Day: working days of the week, Monday to Friday. Saturday, Sunday and national public holidays are not considered a Business Days.
  • Buyer: a Person or a Company registered on the Public Platform who sends an Enquiry to any Supplier, through the Public Platform, regarding the services advertised on the Suppliers’ Public Listing
  • Cancelled Booking: means a Confirmed Booking for services which is cancelled through the Platform in accordance with the agreement between a Supplier and a Professional Buyer for an Event.
  • Commission: commission which is charged to Suppliers by Puzzle Events for the services Professional Buyers booked on the Platform. Commission depends on the Pricing Plan selected by the Supplier at the moment when service was booked.
  • Commissionable Booking: means all Confirmed Bookings where Professional Buyer is due to pay money to a Supplier, and for which Puzzle Events will charge commission to a Supplier.
  • Completed Booking: means a Confirmed Booking for services which a Supplier delivered in accordance with the agreement made with a Professional Buyer for an Event that took place on the initially agreed or rescheduled Event Date.
  • Confirmed Booking: means booking of services through the Platform in which a Professional Buyer agrees with a Supplier to book and use services offered by a Supplier in its Proposal for an Event, accepting the prices and conditions set in a Proposal.
  • Enquiry: any Enquiry made by Buyer on the Public Platform including any of the following:
    • a Buyer contacts a Supplier through the Public Platform by submitting their details and/or enquiry using a Listing contact form on the Public Platform;
    • a member of the Puzzle Events Team suggests a Supplier to a Buyer;
    • a Buyer makes a telephone call to Puzzle Events regarding a Listing and is transferred directly to a Supplier;
  • Event Date(s): period of time (consecutive dates) during which an Event is taking place in accordance with a Confirmed Booking, starting from Event Start Date and ending on Event End Date (for the one day events this dates are same).
  • Event Start Date: a day on which an Event begins. This date is the date on which a Professional Buyer starts using at least one service booked within a Confirmed Booking, and includes days needed for set up too.
  • Event End Date: a day on which an Event ends. This date is the date on which all services booked within a Confirmed Booking have been provided to a Professional Buyer in a manner agreed and all activities in regards to an Event have been finished (including days needed for de-rigging).
  • Event Services: any service, including but not limited to venue hire, accommodation booking, catering services, equipment hire etc, advertised through Puzzle Events (including the Platform and all other channels) by a Supplier who may be financially compensated for the use of by a Professional Buyer for an Event.
  • Event: means an Event organised by Professional Buyer for which a Supplier is providing Event Services and being financially compensated.
  • Intellectual Property Rights: means all patents, copyright and other related rights, trademarks, utility models, rights in get-up and trade dress, service marks, business and domain names and good will. In additions, Puzzle Events keeps right to enforce these rights by a court via a lawsuit, including but not limited to cases of passing off, disloyal competition, breach of confidentiality and other cases of breach or violation of all registered or unregistered intellectual property rights.
  • Listing: means a Public Listing or a Business Listing:
    • Public Listing: means a web page on the Public Platform connected with the Account which includes a description of Supplier, its facilities and Event services offered. Public listing is publicly available and provides functionality for a User Enquiries.
    • Business Listing: means a web page and Supplier profile on the Business Platform connected with the Account which includes a description of Supplier, its facilities and Event services offered, as well as Event Services booking functionality. Business listing is not available publicly, and can be accessed only by Puzzle Events Team and Professional Buyers. Business Listing enables Suppliers to advertise their Event Services and offer them for booking to Professional Buyers on the Business Platform.
  • Marketing Services: any marketing activity (online or offline) carried out by Puzzle Events for the reason of additional promotion of any User, Buyer, Professional Buyer or Supplier.
  • Person: means any natural person or unincorporated body (whether or not having separate legal personality).
  • Platform: means the online platform located at the main domains https://puzzle.events and https://business.puzzle.events as well as at all the other sub-domains
  • Pricing Plan: means a plan stated on the Platform, which is chosen and agreed between Puzzle Events and a Supplier, that defines membership fees and commission percentage to be charged by Puzzle Events, for the set period.
  • Proposal: means all elements of an official offer for all Event Services offered through the Platform by a Supplier to a Professional Buyer, as a reply to the RFP received on Business Platform. This includes prices, Event Services specifications, Event Service conditions, cancellation policies etc.
  • Professional Buyer: a legal entity that registered a Buyer Account on the Business Platform which is booking and using the Event Services offered through the Platform in accordance with the applicable law, and which are provided by the Suppliers for the purpose of an event.
  • Puzzle Events Team: any member of staff including any employee, manager or representative of PuzzEvents OÜ, or any third party with whom PuzzEvents OÜ has an agreement for working on its behalf on the Platform in any way.
  • Recurring Event: means an series of same Event, using services of same Supplier, with multiple Event Dates within period of one year, which are result of the single RFP and which re-occurs with the same Supplier. For example:
    • Training series with five one day training sessions, with each session being held on different month at the same venue, in the same year is considered a Recurring Event.
    • A team-building, a conference and a board-directors meeting, all being held in the different times or/and in different venues, is not considered a Recurring Event.
  • Request for proposal (RFP): means a RFP for all Event Services for an Event, generated and delivered by the Platform to the Suppliers’ Account. This RFP is generated based on information provided and the requirements set by a Professional Buyer.
  • Services: means all the services provided by Puzzle Events and/or the Platform to Suppliers, Buyers and Professional Buyers, including all forms of service provision – online or any other form.
  • Supplier (“You”): means a legal entity which legally provides Event Service(s) to a Professional Buyer or Buyer for any type of the event in accordance with the applicable law, and which registered and created a Supplier Account on the Platform (both Public and/or Business platform).

2. Enquiries, Requests for Proposals (RFPs) and Bookings

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2.1. By setting up the Supplier Account and by using the Platform, you agree to receive Enquiries and Requests for proposal (RFPs). This includes accepting any Enquiries or RFPs from any Buyer or Professional Buyer by either:

2.1.1. Responding with the additional information regarding the Enquiry received through Public Platform

2.1.2. Enter the bidding process for posted Event by submitting your proposal to RFP received from Professional Buyer through Business Platform

2.2. Puzzle Events may review any and all Enquiries and RFPs, as well as replies and proposals at any time

2.3. Puzzle Events has no liability of any kind for any dealing between Supplier and other Users or Buyers on the Public Platform regarding any Enquiry.

2.4. You can reply to any Enquiry made through Public Platform by any User or Buyer without any obligation in regard of providing any services or information.

2.5. All RFPs you receive through Business Platform are valid for maximum of 14 days. Professional Buyer who posted the Event can close the event for bidding at any time within this time frame. Once this period expires or Professional Buyer closes it for bidding, you will not be able to submit a proposal for that RFP.

2.6. You can submit only one (1) proposal for each RFP (proposal may include offer for 1 or more services within the same RFP). Submitted proposals can’t be modified.

2.7. You are obliged to state all rates in the proposal for any RFP with VAT included. Any damage that arises from failing to do so is to be borne by Supplier at its sole expense.

2.8. By submitting proposal for any RFP you guarantee that you are able, and that you have the necessary skills, equipment and facilities to provide in full all services offered within the proposal and in the manner proposed. You also guarantee that all information you provided is genuine and that you are registered for providing the offered services according to the governing law of your country.

2.9. By submitting proposal for any RFP you understand and accept that you are obligated to provide all offered services for the stated fee if your proposal is accepted by the Professional Buyer, and thus becomes Confirmed Booking. You can’t change rates for any service included in Confirmed Booking.

2.10. You understand and accept that by entering the bidding process for the Posted Event on the Platform, you are dealing with the Professional Buyer directly, and that Puzzle Events has no liability of any kind to either the Supplier or the Professional Buyer in relation to any agreements or contractual dealings between two parties.

2.11. Puzzle Events reserves the right to contact either the Supplier or the Professional Buyer at any time regarding status of any Enquiry or RFP, feedback or any contracts related to a Confirmed Booking from either party.

3. Obligations of the Supplier

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3.1. By using the Platform, the Supplier agrees to act at all material times in good faith towards Puzzle Events.

3.2. The Supplier shall provide Puzzle Events, in a timely manner, any information about the Supplier that Puzzle Events reasonably requires for carrying out its duties.

3.3. The Supplier agrees to maintain up to date contact details in connection with the Account.

3.4. The Supplier agrees to provide Puzzle Events with prompt evidence of changes to any Confirmed Booking (e.g. annex of the agreement for the Event stating the change) agreed between the Supplier and the Professional Buyer no later than 7 days from the date on which the changes are agreed.

3.5. In the case that the Supplier fails to provide evidence of any agreed change to a Confirmed Booking in a timely manner, Puzzle Events reserves the right to charge the commissions on the basis of the Confirmed Booking.

3.6. The Supplier guide prices are used to advertise the Supplier more accurately. These prices must not be higher than any prices otherwise quoted or advertised to prospective Professional Buyers in regular course of Suppliers business.

3.7. Prices quoted in the proposal sent by the Supplier to the Professional Buyers may not include Puzzle Events Commission as an additional fee.

3.8. The accuracy and maintenance of all content (text, images etc.) in connection with the Supplier’s Account are sole responsibility of the Supplier. In order to ensure the completeness of the content available on the Platform, Puzzle Events may create content on behalf of the Supplier using information readily available from the public domain, or using the information supplied by Supplier with the written request from the authorized representative of the Supplier.

3.9. The Supplier must ensure that all content connected to its Account, all its Listings and Proposals, is not offensive in any way, obscene, hateful or inflammatory, protected by any rights or trademarks or deceiving, malicious or technologically harmful, and that it does not promote violence, sexually explicit material, any form of discrimination or illegal activity (Forbidden Content). The Supplier will be liable for any violation of intellectual property, privacy rights or any applicable laws and regulations. The Supplier agrees to indemnify Puzzle Events against any loss or damage.

3.10. Puzzle Events reserves the right to remove any content from Listings which is found or reasonably suspected to be Forbidden Content. The Supplier accepts that Puzzle Events does not intend to check the content uploaded to the Platform, but will remove any Forbidden Content if it becomes aware of any such allegations or any such content in any other way, and notify the Supplier on the actions taken.

3.11. The Supplier can only make Listing and advertise an Event Services for which it has legal right and needed capacity to provide to the Professional Buyer by itself. Making Listings and advertising an Event Services owned or offered by any third party is strictly forbidden and will result with the immediate deactivation of an Account.

3.12. The Supplier is under no obligation to accept RFP or to send the Proposal.

3.13. The Supplier understands and accepts that all RFPs received through the Platform are considered confidential, and thus agrees not to share any details or refer any RFP or any part of it to any third entity.

4. Pricing Plans and Payments

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4.1 Supplier understands and agrees that selecting a Pricing Plan is a mandatory requirement of the Account setup. All Pricing Plans have minimum duration of 12 months. Supplier selects the Pricing Plan on the beginning of each 12 month agreement period.

4.2 When renewing the agreement, Supplier can choose to continue using the same Pricing Plan for next 12 months or change to any other Pricing Plan.

4.3 Supplier can upgrade or downgrade their Pricing Plan at any time for a new period of 12 months starting from the date of the change of the Pricing Plan.

4.4 There are no additional costs in case of Supplier upgrading or downgrading the Pricing Plan, except for paying the Membership fees, if any, according to the new Pricing Plan chosen.

4.5 In case of any change (upgrade or downgrade) of the selected Pricing Plan, Supplier is not entitled to any refund, full nor partial, of the Membership fees paid for the previous period.

4.6 Supplier agrees to pay the Commission (according to the selected Pricing Plan) to Puzzle Events for facilitating the creation of each Request for proposal (RFPs) to the Supplier through the Business Platform which lead to the Confirmed Booking. Commission percentage depends on the Pricing Plan active at the time the Confirmed Booking is made.

4.7 In special situations (including but not limited to nonprofit organisations, disaster relief & humanitarian NGOs, etc.), Puzzle Events reserves the right to sign agreement with Supplier for special membership fee and rate of commission different than the regular Pricing Plans at its absolute discretion.

4.8 Puzzle Events is entitled to receive commission from the moment when Professional Buyer confirms the booking for the event service for which Supplier previously sent the RFP.

4.9 Supplier is liable to pay the Commission (according to the Pricing Plan selected) to Puzzle Events for all Commissionable Bookings. This includes the following:

4.9.1 For a Completed Booking, Supplier is liable to pay the Commission of the total amount due by the Professional Buyer to Supplier (exclusive of VAT); and

4.9.2 For a Cancelled Booking when booking is cancelled by Professional Buyer, Supplier is liable to pay the Commission of the non-refundable amount (set by Supplier in the proposal confirmed by the Professional Buyer) due by the Professional Buyer to Supplier (exclusive of VAT); and

4.9.3 For a Cancelled Booking when booking is cancelled by Supplier, Supplier is liable to pay the Commission of the total amount due by the Professional Buyer to Supplier (exclusive of VAT).

4.10 In case of the Recurring Event, Supplier is liable to pay the Commission of the total amount due by the Professional Buyer to Supplier (exclusive of VAT) for the first 5 occurrences within the same year. All other occurrences within the same year are Commission free.

4.11 Puzzle Events will issue an invoice for Commissions Supplier is due to pay to Puzzle Events for all Commissionable Bookings on the monthly basis. Puzzle Events will issue the invoice on the first day of each month, for all Commissionable Bookings with Event End Date within previous month.

4.12 All payments will be charged with added VAT at the rate in force on the date of issue of an invoice by Puzzle Events.

4.13 The due date for all invoices will be 14 days from the date of issue of an invoice by Puzzle Events.

4.14 Supplier’s liability for the payment of commission or invoice payment terms are not subject to, nor conditional upon, the Supplier previously receiving payment (whether invoiced or not) or not receiving the payment at all from the Professional Buyer for services provided in respect of the Commissionable Booking.

4.15 Puzzle Events reserves the right to offer alternative payment terms in special situation at its absolute discretion.

4.16 In case of invoice being overdue for more than 14 days your Supplier Account will be automatically deactivated, which means you will not be able to receive any RFPs or Enquiries and you listing will not be visible, until the invoice is paid. If you need any assistance or information regarding the billing, please contact us directly through our Support & Help Center.

4.17 In case of invoice being overdue for more than 30 days, Puzzle Events reserves the right to pass these debts to a 3rd party debt collection services or to initiate judicial proceedings.

4.18 Puzzle Events reserves the right to charge late payment penalties at the highest amount permitted by applicable law.

4.19 Supplier’s obligation to pay any outstanding debt and/or Commission for all outstanding Commissionable Bookings will not be affected by the termination of the Supplier’s Account (no matter the reason) and will remain in force including the Commission for those Commissionable Bookings with the Event End Date later than the date on which the Account is terminated.

5. Our Contact Information

Back to the topIf there are any questions regarding this Terms & Conditions, you may contact us through our Support & Help Center or via e-mail support@puzzle.events