Terms of Use

1. Introduction

Welcome to Vergabo, a global business-to-business (B2B) digital procurement platform operated by Ecom Systems GmbH ("Vergabo", "we", "us", or "our"). These Terms of Use ("Terms") govern your access to and use of the Vergabo website, applications, and related services (collectively, the "Platform").

Vergabo is designed to facilitate industrial procurement by enabling businesses to publish Requests for Quotations (RFQs), discover qualified suppliers, submit quotations, communicate throughout the procurement process, and manage commercial sourcing activities in a secure digital environment. The Platform supports procurement across multiple industries, markets, and jurisdictions.

Vergabo operates solely as a technology platform that connects buyers and suppliers. We do not manufacture, sell, distribute, broker, or purchase products or services offered through the Platform, nor do we act as an agent, representative, reseller, importer, exporter, or contracting party in transactions between users. Any commercial agreement resulting from the use of the Platform is concluded directly between the respective buyer and supplier.

These Terms apply to all users of the Platform, including buyers, suppliers, company representatives, administrators, visitors, and any other individuals or organizations accessing or using Vergabo. Certain services or features may be subject to additional policies, guidelines, or contractual terms, which are incorporated into these Terms by reference where applicable.

Vergabo is intended exclusively for professional and commercial use by businesses and organizations. The Platform is not intended for consumer transactions, and no consumer protection rights applicable to business-to-consumer (B2C) relationships shall apply where legally permissible.

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional policies referenced herein. If you do not agree to these Terms, you must not access or use the Platform.

These Terms constitute a legally binding agreement between you or the legal entity you represent and Ecom Systems GmbH regarding your use of the Vergabo Platform.

2. Acceptance of These Terms

By accessing, browsing, registering for, or otherwise using the Vergabo Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and all policies referenced herein, including our Privacy Policy and any additional terms applicable to specific services or features.

If you are using the Platform on behalf of a company, organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. In such cases, references to "you" or "your" refer to both the individual user and the legal entity represented.

If you do not agree to these Terms, you must not access or use the Platform.

We may update or modify these Terms from time to time to reflect changes in applicable law, regulatory requirements, Platform functionality, security practices, or our business operations. When material changes are made, we will provide notice by publishing the updated Terms on the Platform and, where required by applicable law, through additional notification methods such as email or in-platform notices.

The "Effective Date" at the beginning of these Terms indicates the latest revision. Unless otherwise required by law, updated Terms become effective upon publication. Your continued access to or use of the Platform after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree with the revised Terms, you must discontinue using the Platform.

These Terms constitute the entire agreement between you and Ecom Systems GmbH regarding your use of the Platform, except where superseded by a separate written agreement executed between you and Ecom Systems GmbH.

3. Eligibility

Vergabo is intended exclusively for business and professional use. The Platform may only be used by businesses, legal entities, governmental organizations, educational institutions, non-profit organizations acting in a professional capacity, and individuals acting on behalf of such organizations.

To use the Platform, you must:

be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is higher;
have the legal capacity to enter into binding contracts;
register and use the Platform solely for lawful business or professional purposes;
provide accurate, complete, and up-to-date registration and company information; and
comply with all applicable local, national, and international laws, regulations, sanctions, export controls, and trade restrictions relating to your use of the Platform.

If you register or use the Platform on behalf of an organization, you represent and warrant that you are duly authorized to act on behalf of that organization and to bind it to these Terms. You are responsible for ensuring that all users accessing the Platform through your organization comply with these Terms.

Vergabo is not intended for consumer use. Individuals acting primarily for personal, family, or household purposes are not permitted to use the Platform. Where permitted by applicable law, consumer protection legislation applicable to business-to-consumer relationships shall not apply to the use of the Platform.

We reserve the right to refuse registration, deny access, suspend accounts, request additional verification, or terminate access where we reasonably believe that:

a user does not satisfy the eligibility requirements;
information provided during registration is inaccurate, incomplete, misleading, or fraudulent;
the user lacks authority to represent the stated organization;
use of the Platform may violate applicable laws or regulations; or
continued access could expose Vergabo, its users, or third parties to legal, regulatory, security, or reputational risks.

You are solely responsible for ensuring that your use of the Platform is lawful in the jurisdictions where you operate.

4. User Accounts

4.1 Registration

To access certain features of the Platform, you must create a user account.

During registration, you agree to provide accurate, complete, and current information about yourself and the organization you represent. You further agree to promptly update your account information whenever it changes to ensure its continued accuracy.

Registration may require the submission of company information, business contact details, and other information reasonably requested by Vergabo to operate the Platform and maintain its integrity.

We reserve the right to reject any registration request or require additional information before activating an account.

4.2 Authentication

Vergabo may offer various authentication methods, including email-based authentication, password authentication, single sign-on (SSO), and third-party identity providers such as Google, Microsoft, or other supported authentication services.

By using third-party authentication services, you also agree to comply with the applicable terms and privacy policies of those providers. Vergabo is not responsible for the operation, availability, or security practices of third-party authentication providers.

We may implement additional authentication measures, including multi-factor authentication (MFA), where appropriate to enhance account security.

4.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for preventing unauthorized access to your account.

You agree to:

maintain appropriate security measures to protect your credentials;
not share your account with unauthorized persons;
immediately notify Vergabo of any suspected unauthorized access, security breach, or misuse of your account; and
cooperate with reasonable security investigations relating to your account.

Vergabo will never request your password by email or through unsolicited communications. While Vergabo implements commercially reasonable technical and organizational security measures, you remain responsible for safeguarding access to your devices, authentication credentials, and internal company accounts.

4.4 Accurate Information

You represent and warrant that all information submitted through your account is truthful, accurate, complete, and not misleading. This includes, without limitation: company name; registered business address; website; corporate email address; tax or registration information where requested; contact information; and any information published within company profiles, RFQs, quotations, or communications. You agree to promptly update any information that becomes inaccurate or outdated. Providing false, misleading, or fraudulent information constitutes a material breach of these Terms.

4.5 Responsibility for Account Activity

You are solely responsible for all activities conducted through your account, whether performed by you or by any person accessing the account with your authorization or credentials. This includes, but is not limited to:

publishing RFQs;
submitting quotations;
uploading documents;
exchanging messages;
modifying company information;
managing procurement projects; and
any other activity performed through your account.

If your organization authorizes multiple users to access the Platform under the same organization, your organization remains responsible for ensuring that all authorized users comply with these Terms.

4.6 Account Ownership

User accounts are personal to the registered individual but are associated with the organization represented by that individual.

Where permitted by the Platform, organization administrators may manage user permissions, invite additional users, or remove access for employees or contractors acting on behalf of the organization.

Vergabo reserves the right to determine account ownership in cases of dispute based on available evidence, including corporate registration records, verified email domains, administrative control, contractual documentation, and other relevant information.

Accounts may not be sold, assigned, transferred, leased, or otherwise made available to third parties without the prior written consent of Vergabo.

5. Company Verification

5.1 Purpose of Verification

To promote trust, transparency, and the quality of business interactions on the Platform, Vergabo may offer a company verification process for organizations using the Platform.

Verification is intended to help users identify organizations whose business information has been reviewed through Vergabo's verification procedures.

Verification is designed to improve confidence within the Platform but does not constitute a guarantee of a company's financial condition, legal standing, technical capabilities, or commercial reliability.

5.2 Verification Process

Vergabo may request documentation or information reasonably necessary to verify an organization's identity and legitimacy.

Verification may include, among other things:

company registration details;
official business address;
corporate website;
business registration certificates;
VAT or tax identification numbers;
publicly available corporate information;
authorized company representatives;
domain ownership; and
any additional information reasonably required for verification.

Vergabo reserves the right to determine the appropriate verification procedures at its sole discretion and may modify such procedures at any time.

Submission of verification documents does not guarantee that verification will be granted.

5.3 Business Information

Organizations are solely responsible for ensuring that all company information published on the Platform remains accurate, complete, current, and lawful.

Organizations must promptly update any material changes, including changes relating to:

legal name;
registered address;
ownership;
contact information;
website;
corporate status; or
other information relevant to verification.

Vergabo may periodically request users to reconfirm or update company information.

5.4 Corporate Email Verification

Vergabo may require verification of a corporate email address associated with the organization's internet domain.

Verification of a corporate email address is intended to confirm that the registering user has access to an email account associated with the represented organization.

Corporate email verification does not establish legal authority to bind the organization, ownership of the organization, financial stability, regulatory compliance, or the authenticity of any procurement activity.

5.5 Verification Status

Verified organizations may receive a verification indicator or similar designation within the Platform.

Verification status reflects only that the organization has successfully completed Vergabo's verification procedures as of the date of verification.

Verification status may be reviewed, suspended, revoked, or modified at any time if:

verification information becomes outdated;
required documentation expires;
conflicting information becomes available;
suspicious activity is detected;
the organization fails to respond to verification requests; or
Vergabo reasonably believes continued verification is no longer appropriate.

5.6 Suspension for Inaccurate Information

Vergabo may suspend or revoke verification status, restrict Platform functionality, suspend user accounts, or terminate access if we reasonably determine that:

false or misleading information has been provided;
verification documents have been falsified or altered;
corporate identity has been misrepresented;
unauthorized persons are acting on behalf of an organization; or
continued access presents legal, regulatory, security, or reputational risks.

Where appropriate, Vergabo may request corrective action before taking enforcement measures.

5.7 No Guarantee Regarding Verified Companies

Verification by Vergabo does not constitute an endorsement, certification, recommendation, guarantee, warranty, or representation regarding any organization or its products or services.

In particular, verification does not guarantee:

financial solvency;
creditworthiness;
operational capability;
technical competence;
legal compliance;
regulatory approvals;
product quality;
delivery performance;
payment reliability; or
the successful completion of any transaction.

Users remain solely responsible for conducting their own due diligence before entering into any commercial relationship or transaction with another organization on the Platform.

Vergabo assumes no responsibility or liability for any business decisions, contracts, negotiations, disputes, losses, or damages arising from reliance on an organization's verification status.

6. Platform Services

6.1 Overview of the Platform

Vergabo is a global business-to-business (B2B) digital procurement platform operated by Ecom Systems GmbH. The Platform is designed to facilitate industrial procurement by connecting organizations seeking goods or services ("Buyers") with qualified suppliers ("Suppliers") in a secure and efficient digital environment.

The Platform enables organizations to manage various stages of the procurement lifecycle through digital tools that support sourcing, communication, supplier discovery, and quotation management.

Vergabo operates exclusively as a technology platform and does not participate as a buyer, seller, distributor, broker, commercial agent, procurement consultant, or contracting party in transactions conducted through the Platform.

6.2 Platform Services

Depending on user roles, account permissions, and Platform functionality, Vergabo may provide access to services including, but not limited to:

creation, publication, and management of Requests for Quotations (RFQs);
discovery of suppliers across industries, regions, and markets;
submission and management of supplier quotations and commercial offers;
secure communication and messaging between Buyers and Suppliers;
procurement workflow management throughout the sourcing process;
company profiles and business verification features;
AI-assisted procurement tools and workflow enhancements;
notifications relating to procurement activities and account events;
document sharing and collaboration features;
multilingual platform functionality;
search, filtering, and supplier matching capabilities; and
additional services introduced from time to time.

Certain services may only be available to verified users, specific account types, or users located in particular jurisdictions.

6.3 Industrial Procurement Marketplace

Vergabo is intended exclusively for industrial and commercial procurement activities between business organizations.

The Platform supports procurement across a wide range of industrial sectors, including but not limited to manufacturing, mining, construction, energy, automation, machinery, transportation, engineering, maintenance, industrial services, and related business activities.

Vergabo is not intended for consumer transactions, retail sales, auction services, or marketplace activities directed toward private individuals.

6.4 RFQ Publication

Authorized Buyers may create, manage, publish, modify, suspend, archive, or close RFQs using the Platform.

RFQs may include, among other information:

project descriptions;
requested products or services;
technical specifications;
quantities;
drawings or supporting documentation;
delivery locations;
delivery schedules;
qualification requirements;
commercial requirements;
deadlines;
budget information where the Buyer elects to disclose such information; and
other procurement-related information.

Buyers remain solely responsible for the accuracy, legality, and completeness of all RFQ content.

6.5 Supplier Discovery

Vergabo provides search and discovery tools intended to help Buyers identify potential Suppliers based on information made available through company profiles, procurement activities, verification status, industries served, geographic presence, and other available Platform data.

Supplier discovery features are provided solely for informational purposes and do not constitute recommendations, endorsements, rankings, certifications, or guarantees regarding any Supplier.

6.6 Offer Submission

Suppliers may submit quotations, commercial proposals, pricing information, technical responses, supporting documentation, or other responses to eligible RFQs, subject to the applicable visibility settings and procurement requirements established by the Buyer.

Submission of an offer does not create any contractual relationship between the Supplier and the Buyer, nor does it obligate the Buyer to review, negotiate, accept, or award any offer.

6.7 Messaging and Communication

The Platform may provide messaging and collaboration tools that enable Buyers and Suppliers to communicate regarding procurement projects.

Users are solely responsible for all communications transmitted through the Platform and agree to use messaging features professionally, lawfully, and in accordance with these Terms.

Vergabo reserves the right to implement reasonable technical measures designed to protect Platform security, detect abuse, and ensure compliance with applicable laws.

6.8 Procurement Workflow

Vergabo provides digital workflow tools intended to assist users throughout various stages of the procurement process.

Depending on available functionality, procurement workflows may include:

RFQ creation;
supplier invitations;
quotation management;
clarification requests;
document exchange;
communication tracking;
offer comparison;
procurement status updates;
supplier selection support;
project closure; and
procurement record management.

The Platform is intended to facilitate procurement administration and does not replace users' internal procurement policies, legal review, approval processes, or contractual negotiations.

6.9 AI-Assisted Features

Vergabo may provide artificial intelligence ("AI") features designed to support procurement activities, including, for example:

document summarization;
multilingual translation;
procurement recommendations;
search optimization;
information extraction;
content suggestions;
workflow assistance; and
other AI-assisted functionality.

AI-generated content is provided solely as an informational aid.

Users remain solely responsible for independently reviewing, validating, and verifying all AI-generated outputs before relying upon them in any commercial, procurement, legal, technical, financial, or operational decision.

Vergabo makes no representation or warranty regarding the completeness, accuracy, reliability, or suitability of AI-generated content.

6.10 Company Profiles

Organizations may create and maintain company profiles containing business information, certifications, product categories, capabilities, contact information, and other commercial data.

Organizations remain solely responsible for ensuring that all published profile information is accurate, current, lawful, and does not infringe the rights of any third party.

Vergabo may display verification indicators where applicable but does not guarantee the accuracy of user-generated profile content.

6.11 Notifications

The Platform may provide notifications relating to procurement activities, account events, verification status, RFQs, offers, messaging, system updates, security events, and other Platform functionality.

Notifications may be delivered through the Platform, email, push notifications, or other supported communication channels.

Users remain responsible for monitoring their accounts and should not rely exclusively on notifications for time-sensitive procurement activities.

Vergabo does not guarantee the uninterrupted, timely, or successful delivery of any notification.

6.12 Technology Platform Only

Vergabo provides technology services that facilitate communication and procurement between independent businesses.

Unless expressly agreed in writing, Vergabo:

is not a buyer or supplier;
is not a procurement agent or broker;
is not a reseller, distributor, importer, or exporter;
does not negotiate contracts on behalf of users;
does not verify the commercial terms of transactions;
does not guarantee the availability, quality, legality, safety, or suitability of products or services;
does not guarantee that RFQs will receive offers;
does not guarantee that Suppliers will receive contracts;
does not participate in negotiations between users; and
is not a party to any contract concluded between Buyers and Suppliers.

All negotiations, due diligence, pricing discussions, contractual agreements, product deliveries, payment obligations, warranties, regulatory compliance, export control compliance, tax obligations, and dispute resolution remain solely the responsibility of the respective Buyers and Suppliers.

7. RFQs and Procurement Projects

7.1 General

Vergabo enables Buyers to create and manage Requests for Quotations ("RFQs") and procurement projects for the purpose of obtaining quotations, proposals, or other commercial responses from Suppliers. Each RFQ represents an invitation to submit offers and does not constitute a legally binding offer capable of acceptance unless expressly stated otherwise by the Buyer.

7.2 Draft RFQs

Buyers may prepare RFQs in draft form prior to publication. Draft RFQs remain visible only to authorized users within the Buyer's organization unless the Buyer expressly publishes the RFQ. Draft RFQs may be modified, duplicated, archived, or deleted by the Buyer at any time prior to publication.

7.3 Published RFQs

Once published, an RFQ becomes available in accordance with the visibility settings selected by the Buyer. Published RFQs may include technical, commercial, logistical, and qualification requirements, together with any documentation necessary for Suppliers to prepare their responses. Publication of an RFQ does not obligate the Buyer to award a contract, negotiate with any Supplier, or proceed with the procurement process.

7.4 Public and Private RFQs

Vergabo supports different visibility models, including, where available:

publicly visible RFQs;
restricted RFQs;
invitation-only RFQs;
private procurement projects; and
other visibility options supported by the Platform.

The Buyer is solely responsible for selecting the appropriate visibility settings based on its procurement objectives and confidentiality requirements.

7.5 Visibility Settings

Depending on Platform functionality, Buyers may configure visibility settings relating to:

Buyer identity;
supplier access;
company information;
budget visibility;
procurement documents;
offer visibility;
response deadlines;
project status; and
other procurement information.

Vergabo will use commercially reasonable efforts to apply the selected visibility settings but cannot guarantee that information disclosed by users outside the Platform will remain confidential.

7.6 Procurement Requirements

Buyers may define procurement requirements for each RFQ, including but not limited to:

technical specifications;
quality standards;
certifications;
regulatory requirements;
OEM or equivalent requirements;
delivery conditions;
payment terms;
commercial conditions;
evaluation criteria;
supplier qualifications;
compliance requirements; and
other project-specific information.

Suppliers remain responsible for determining whether they satisfy the stated requirements before submitting an offer.

7.7 Buyer Responsibilities

Buyers are solely responsible for:

preparing accurate RFQs;
providing sufficient procurement information;
complying with applicable procurement laws and regulations;
conducting appropriate supplier due diligence;
evaluating submitted offers;
maintaining confidentiality where applicable;
communicating fairly with Suppliers; and
making independent procurement decisions.

Vergabo does not review, verify, or approve procurement requirements established by Buyers.

7.8 Budget Information

Buyers may choose whether to disclose estimated budgets or pricing guidance within an RFQ.

Any budget information provided is solely informational unless expressly stated otherwise.

Publication of a budget does not constitute a commitment to purchase goods or services at any stated amount.

Suppliers remain responsible for determining their own pricing independently.

7.9 Modification of RFQs

Buyers may modify published RFQs, including technical specifications, documentation, deadlines, procurement requirements, or other project information, subject to Platform functionality.

Where appropriate, the Platform may notify affected Suppliers of material modifications.

Buyers remain responsible for ensuring that modifications are communicated fairly and in compliance with applicable procurement practices.

7.10 Withdrawal of RFQs

Buyers may withdraw, suspend, or cancel an RFQ at any time prior to contract award unless otherwise prohibited by applicable law or separate contractual obligations.

Withdrawal of an RFQ does not create liability for Vergabo.

Any rights or obligations between Buyers and Suppliers arising outside the Platform remain governed solely by the agreements between those parties.

7.11 Closing Procurement Projects

Buyers may close procurement projects after completion of the procurement process, expiration of deadlines, project cancellation, supplier selection, or other legitimate business reasons.

Closure of a project does not automatically create contractual rights for any Supplier.

Archived RFQs may remain available to the Buyer for record-keeping purposes in accordance with Platform functionality and applicable legal requirements.

7.12 Award Decisions

The decision whether to award a procurement project rests exclusively with the Buyer.

Vergabo does not participate in evaluating offers, selecting Suppliers, ranking quotations, negotiating commercial terms, or making award decisions.

Unless otherwise required by law, Buyers are under no obligation to accept the lowest-priced offer, negotiate with any Supplier, provide reasons for an award decision, or award a contract at all.

All procurement decisions remain solely the responsibility of the Buyer.

8. Supplier Offers

8.1 Submission of Offers

Eligible Suppliers may submit quotations, proposals, pricing information, technical responses, supporting documentation, and other materials in response to RFQs published through the Platform, subject to the requirements and deadlines established by the Buyer.

Each offer shall accurately reflect the Supplier's genuine commercial proposal and must be submitted in good faith. Suppliers are solely responsible for ensuring that all submitted information is complete, accurate, lawful, and suitable for the applicable procurement project.

Submission of an offer does not create a contractual relationship between the Supplier, the Buyer, or Vergabo.

8.2 Validity of Offers

Unless otherwise specified by the Supplier or required by the applicable RFQ, submitted offers shall remain valid for the period stated in the RFQ or, if no validity period is specified, for a commercially reasonable period determined by the Supplier.

Buyers remain responsible for reviewing offer validity before making any procurement decision.

Vergabo does not monitor, enforce, or guarantee the validity of submitted offers.

8.3 Pricing

Suppliers are solely responsible for determining and submitting their own pricing.

Pricing submitted through the Platform should accurately reflect the Supplier's proposed commercial terms and should include any assumptions, conditions, exclusions, or limitations necessary for proper evaluation.

Suppliers remain solely responsible for compliance with all applicable competition, antitrust, pricing, tax, customs, export, and trade laws.

Vergabo does not verify, negotiate, approve, or recommend pricing submitted by Suppliers.

8.4 Attachments and Supporting Documentation

Suppliers may upload technical specifications, certificates, brochures, drawings, compliance documentation, product literature, commercial documents, or other supporting materials where permitted by the Platform.

Suppliers represent and warrant that they possess all necessary rights, licenses, and permissions to upload such materials and that the uploaded content does not infringe the intellectual property or other rights of any third party.

Vergabo reserves the right to remove content that violates these Terms or applicable law.

8.5 Alternative Offers

Where permitted by the Buyer, Suppliers may submit alternative proposals, including equivalent products, alternative technical solutions, modified commercial approaches, or other value-added options.

Alternative offers must be clearly identified and must accurately describe all material differences from the requested specifications.

Acceptance or evaluation of alternative offers remains entirely at the Buyer's discretion.

8.6 Partial Offers

If permitted by the applicable RFQ, Suppliers may submit offers covering only a portion of the requested goods or services.

The Buyer retains sole discretion to accept, reject, combine, or negotiate partial offers in accordance with its procurement objectives.

Submission of a partial offer does not entitle the Supplier to participate further in the procurement process.

8.7 Withdrawal or Modification of Offers

Suppliers may withdraw or modify submitted offers before the applicable submission deadline, subject to the functionality of the Platform and the procurement rules established by the Buyer. After the submission deadline, modification or withdrawal may only be possible where permitted by the Buyer or required by applicable law. Suppliers remain responsible for ensuring that the final submitted version accurately reflects their intended commercial proposal.

8.8 Communication with Buyers

Suppliers may communicate with Buyers through the messaging and collaboration tools provided by the Platform, where available. All communications shall be conducted professionally, honestly, and in good faith. Suppliers shall not: use communications for unsolicited marketing unrelated to the procurement project; harass, intimidate, or mislead Buyers; submit false or deceptive information; circumvent applicable procurement procedures established by the Buyer; or misuse Platform communication features for unlawful purposes. All negotiations, clarifications, and commercial discussions remain solely between the Buyer and the Supplier.

8.9 Award Notifications

Where supported by the Platform, Vergabo may notify Suppliers regarding procurement status updates, including acknowledgements of submitted offers, requests for clarification, project closure, or award decisions. Such notifications are provided solely as a convenience.

Vergabo does not guarantee the accuracy, completeness, timing, or successful delivery of any notification and shall not be liable for any delays or failures in notification delivery.

8.10 No Guarantee of Selection

Submission of an offer does not guarantee that:

the offer will be reviewed;
the Supplier will receive feedback;
negotiations will occur;
additional information will be requested;
the Supplier will be shortlisted;
a contract will be awarded; or
any commercial relationship will result from the procurement process.

Buyers retain sole discretion regarding the evaluation, comparison, negotiation, acceptance, or rejection of any offer.

Vergabo does not participate in procurement decisions and assumes no responsibility for the outcome of any procurement process conducted through the Platform.

9. User Responsibilities

All users of the Platform are expected to conduct themselves in a professional, lawful, and commercially responsible manner. By using Vergabo, you agree to comply with the following obligations.

9.1 Accurate Information

You shall provide truthful, accurate, complete, and current information when registering, creating company profiles, publishing RFQs, submitting offers, communicating with other users, or otherwise using the Platform.

You shall promptly update information that becomes inaccurate or outdated.

9.2 Professional Conduct

Users shall conduct all procurement activities honestly, fairly, and professionally.

You agree to interact with other users respectfully and in good faith and to avoid conduct that could damage the integrity, reputation, or security of the Platform.

9.3 Confidentiality

Users shall respect the confidentiality of procurement information, commercial data, technical documentation, quotations, pricing information, communications, and other confidential information obtained through the Platform.

Confidential information shall not be disclosed, copied, distributed, or used for purposes unrelated to the applicable procurement activity unless authorized by the information owner or required by applicable law.

9.4 Compliance with Procurement Laws

Users remain solely responsible for ensuring that their procurement activities comply with all applicable laws and regulations, including those relating to public procurement, competition, anti-corruption, anti-bribery, sanctions, anti-money laundering, and other applicable commercial laws.

Use of the Platform does not relieve users of their legal obligations under applicable procurement legislation.

9.5 Respect for Intellectual Property

Users shall respect all intellectual property rights belonging to Vergabo and to third parties.

Users shall not upload, publish, distribute, or otherwise use materials that infringe copyrights, trademarks, patents, trade secrets, database rights, or other intellectual property rights.

Where users upload content to the Platform, they represent and warrant that they possess all necessary rights and permissions to do so.

9.6 Export Control and Sanctions Compliance

Users agree to comply with all applicable export control laws, economic sanctions, customs regulations, and international trade restrictions applicable to their activities.

Users shall not use the Platform to facilitate transactions prohibited by applicable export control or sanctions laws, including transactions involving restricted goods, prohibited end uses, or sanctioned persons, entities, or jurisdictions.

Vergabo reserves the right to restrict or terminate access where necessary to comply with applicable export control or sanctions requirements.

9.7 Account Security

Users are responsible for maintaining the security of their accounts and authentication credentials. Users shall implement appropriate internal security measures, restrict unauthorized access to their accounts, promptly report suspected security incidents, and cooperate with Vergabo in responding to security-related matters.

9.8 Responsibility for Platform Use

Each user is solely responsible for all activities performed through their account and for all procurement decisions, commercial negotiations, contractual relationships, and business transactions conducted through or arising from the use of the Platform. Nothing in these Terms transfers such responsibilities to Vergabo, whose role is limited to providing the underlying technology platform that facilitates communication and procurement activities between independent businesses.

10. Prohibited Activities

To protect the integrity, security, and reliability of the Platform, users shall not engage in any activity that is unlawful, fraudulent, deceptive, harmful, or otherwise inconsistent with these Terms. Without limitation, users agree not to:

10.1 Fraud and Misrepresentation

Create or operate fictitious or fraudulent companies; impersonate another individual or organization; submit false, misleading, or deceptive information; falsify business credentials, certifications, or verification documents; misrepresent products, services, qualifications, or commercial capabilities; or engage in any form of procurement fraud.

10.2 Fake Accounts and Identity Abuse

Users shall not:

register accounts using false identities;
create multiple accounts to circumvent Platform restrictions;
use stolen, unauthorized, or misleading business information;
register on behalf of organizations without proper authority; or
misuse verification procedures.

10.3 Spam and Unsolicited Communications

Users shall not use the Platform to:

distribute spam;
send unsolicited commercial communications unrelated to legitimate procurement activities;
conduct mass messaging campaigns;
advertise unrelated products or services;
harvest contacts for marketing purposes; or
otherwise misuse Platform communication features.

10.4 Data Scraping and Unauthorized Data Collection

Except as expressly authorized by Vergabo in writing, users shall not:

scrape, crawl, harvest, or systematically collect Platform data;
use bots or automated tools to extract information;
create competing databases using Platform content;
reproduce substantial portions of Platform data;
perform large-scale data mining; or
circumvent technical measures intended to protect Platform information.

Reasonable use of publicly available information through ordinary web browsing is not prohibited.

10.5 Malware and Security Threats

Users shall not upload, transmit, distribute, or facilitate:

malware;
viruses;
ransomware;
spyware;
Trojan horses;
malicious scripts;
harmful code;
phishing content; or
any technology intended to compromise Platform security or the systems of other users.

10.6 Unauthorized Automation

Unless expressly authorized by Vergabo, users shall not:

access the Platform through unauthorized automated means;
use bots to submit RFQs or offers;
automate user interactions;
bypass intended user interfaces;
overload Platform infrastructure through automated requests; or
interfere with normal Platform operations.

Authorized APIs or integrations provided by Vergabo may be used only in accordance with their applicable terms.

10.7 Intellectual Property Infringement

Users shall not upload, publish, distribute, or use content that infringes:

copyrights;
trademarks;
patents;
industrial designs;
database rights;
trade secrets; or
other intellectual property rights belonging to Vergabo or third parties.

Users remain solely responsible for obtaining all necessary licenses and permissions for materials submitted through the Platform.

10.8 Illegal Procurement Activities

The Platform shall not be used to facilitate transactions involving:

prohibited or illegal goods or services;
counterfeit products;
stolen property;
transactions violating export control or sanctions laws;
bribery or corruption;
money laundering;
fraudulent procurement schemes;
competition law violations; or
any activity prohibited under applicable law.

Users remain solely responsible for determining the legality of their procurement activities.

10.9 Circumvention of Platform Security

Users shall not:

attempt unauthorized access to any account or system;
bypass authentication or access controls;
probe, scan, or test Platform vulnerabilities without authorization;
interfere with Platform security measures;
reverse engineer security mechanisms;
disrupt Platform availability; or
attempt to gain unauthorized administrative privileges.

Security research may only be conducted with Vergabo's prior written authorization.

10.10 Misuse of AI Features

Where AI-assisted functionality is available, users shall not:

use AI features to generate unlawful, fraudulent, defamatory, or infringing content;
attempt to manipulate AI systems to produce harmful or deceptive outputs;
use AI-generated content to impersonate individuals or organizations;
rely on AI outputs as legal, financial, engineering, medical, or regulatory advice without independent verification; or
use AI features in violation of applicable laws or these Terms.

Users remain solely responsible for all content generated, reviewed, modified, or submitted using AI-assisted functionality.

10.11 Enforcement

Vergabo reserves the right to investigate suspected violations of this Section and may, where appropriate and consistent with applicable law:

remove or restrict access to content;
suspend or terminate user accounts;
revoke verification status;
restrict access to specific Platform features;
report unlawful conduct to competent authorities; and
pursue any other legal or contractual remedies available.

11. Intellectual Property & OEM References

11.1 Ownership of Vergabo Intellectual Property

The Platform, including its software, source code, user interface, design, graphics, logos, databases, text, documentation, AI models, workflows, functionality, and all related intellectual property rights, is owned by or licensed to Ecom Systems GmbH and is protected by applicable copyright, trademark, patent, trade secret, database, and other intellectual property laws.

Except for the limited rights expressly granted under these Terms, no ownership or intellectual property rights are transferred to users.

11.2 User-Generated Content

Users retain ownership of the intellectual property rights in the content they submit to the Platform, including, where applicable:

RFQs;
quotations;
technical specifications;
product information;
drawings;
documents;
messages;
company profiles;
images; and
other user-generated content.

By submitting content to the Platform, users represent and warrant that they possess all necessary rights, permissions, and authority to make such content available through the Platform.

11.3 Platform License

To operate and provide the Platform, users grant Vergabo a worldwide, non-exclusive, royalty-free, sublicensable (solely to service providers acting on Vergabo's behalf), and limited license to host, store, reproduce, process, transmit, display, translate, index, and otherwise use user-generated content solely as necessary to:

provide and maintain the Platform;
display content in accordance with user-selected visibility settings;
facilitate procurement activities;
improve Platform functionality;
perform security, backup, and disaster recovery operations;
comply with legal obligations; and
enforce these Terms.

This license continues only for as long as reasonably necessary for these purposes or as required by applicable law, and does not transfer ownership of the content to Vergabo.

11.4 Trademarks

"Vergabo," the Vergabo logo, and all related names, logos, product names, service names, slogans, and branding are trademarks or registered trademarks of Ecom Systems GmbH or its licensors.

Users may not use Vergabo trademarks without prior written permission, except as necessary to accurately identify the Platform in a factual manner.

Nothing in these Terms grants any license to use Vergabo trademarks beyond such limited nominative use.

11.5 Manufacturer Names and OEM References

The Platform may contain references to manufacturers, brands, product names, original equipment manufacturers (OEMs), model numbers, or other commercial identifiers supplied by users.

Such references are provided solely for the purpose of identifying products, procurement requirements, compatibility, replacement parts, maintenance requirements, or other legitimate commercial purposes.

Unless expressly stated otherwise, the inclusion of any manufacturer name or OEM reference does not imply:

sponsorship;
endorsement;
authorization;
affiliation;
partnership; or
approval by the respective rights holder.

All trademarks remain the property of their respective owners.

11.6 Compatibility References

Suppliers may identify products as compatible with, suitable for, equivalent to, or intended as replacements for OEM products where such statements are truthful, lawful, and supported by appropriate technical information.

Suppliers are solely responsible for the accuracy of compatibility claims and for ensuring that such references comply with applicable trademark, unfair competition, advertising, and other relevant laws.

Vergabo does not verify or endorse compatibility statements made by users.

11.7 Copyright

Users shall respect the copyrights of Vergabo and third parties.

Users may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, or otherwise exploit Platform content except as expressly permitted by these Terms or by applicable law.

Where users believe that content available on the Platform infringes their copyright or other intellectual property rights, they may notify Vergabo using the contact information provided in these Terms. Vergabo may investigate such claims and take appropriate action where warranted.

11.8 Feedback

If users voluntarily provide suggestions, comments, ideas, enhancement requests, feature proposals, bug reports, or other feedback relating to the Platform ("Feedback"), they grant Vergabo a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, implement, distribute, and otherwise exploit such Feedback for any lawful purpose without restriction or compensation.

Users acknowledge that Vergabo is under no obligation to implement any Feedback and that providing Feedback does not create any confidential, fiduciary, or compensation relationship between the user and Vergabo.

12. Third-Party Services

12.1 Use of Third-Party Services

The Platform may integrate with or rely upon third-party products, services, infrastructure, software, or application programming interfaces ("Third-Party Services") to provide certain functionality.

Such integrations are intended to improve the usability, security, and performance of the Platform and may change over time as technologies and business requirements evolve.

12.2 Examples of Third-Party Services

Depending on available functionality, the Platform may utilize Third-Party Services including, but not limited to:

identity and authentication providers (such as Google or Microsoft);
mapping and geolocation providers;
email delivery and notification services;
cloud hosting and infrastructure providers;
content delivery networks (CDNs);
document storage services;
analytics and monitoring tools;
payment service providers (where payment functionality is introduced);
AI service providers; and
other technology partners supporting Platform operations.

The availability of specific Third-Party Services may vary by jurisdiction, user type, or Platform version.

12.3 Third-Party Authentication

Where the Platform permits users to authenticate through third-party identity providers, including Google, Microsoft, or other supported authentication services, users acknowledge that authentication is also subject to the applicable terms, conditions, and privacy policies of the respective provider.

Vergabo does not control and is not responsible for the availability, security, or operation of third-party authentication services.

12.4 Maps and Location Services

The Platform may use third-party mapping or geolocation services to display company locations, delivery addresses, procurement regions, or other geographic information.

Location information is provided for convenience only. Vergabo does not guarantee the accuracy, completeness, or availability of mapping information supplied by third-party providers.

12.5 Email and Notification Services

Platform emails, verification messages, security alerts, procurement notifications, and other communications may be delivered using third-party email service providers.

Delivery times may vary depending on the recipient's email provider, spam filtering, network conditions, or other factors beyond Vergabo's control.

Vergabo does not guarantee successful or timely delivery of electronic communications.

12.6 Payment Services

If the Platform introduces paid subscriptions, premium services, or other payment functionality, payment processing may be provided by independent third-party payment service providers.

Any payment transaction shall also be governed by the applicable terms, conditions, and privacy policies of the respective payment provider.

Vergabo does not store complete payment card information unless expressly stated and only to the extent permitted by applicable law and industry standards.

12.7 Cloud Infrastructure

The Platform is hosted using third-party cloud infrastructure and related technology services.

Although Vergabo selects providers using commercially reasonable care, we cannot guarantee uninterrupted availability of third-party infrastructure or prevent outages caused by circumstances beyond our reasonable control.

Temporary service interruptions resulting from third-party infrastructure failures do not constitute a breach of these Terms.

12.8 Third-Party Terms

Third-Party Services are owned and operated by their respective providers.

Your use of any Third-Party Service may be subject to additional terms of service, license agreements, privacy policies, or other contractual conditions established by the relevant provider.

These Terms govern only the relationship between you and Ecom Systems GmbH with respect to the Vergabo Platform. Vergabo is not responsible for the content, policies, availability, security, or performance of Third-Party Services and disclaims liability to the fullest extent permitted by applicable law.

13. AI-Assisted Features

13.1 Overview

Vergabo may provide artificial intelligence ("AI") features designed to support users during procurement activities and improve the efficiency of the Platform.

AI functionality is intended solely as an assistive technology and is not a substitute for professional judgment, technical expertise, or independent commercial decision-making.

13.2 AI Functionality

Depending on Platform functionality, AI-assisted features may include:

automated summaries of RFQs, quotations, or procurement documents;
multilingual translation of procurement content and communications;
procurement recommendations;
supplier or RFQ matching suggestions;
AI-assisted search and information retrieval;
extraction and organization of procurement data;
document analysis;
drafting assistance for procurement-related content;
workflow recommendations; and
other AI-supported functionality introduced from time to time.

The availability of AI features may vary by user type, subscription plan, or jurisdiction.

13.3 User Responsibility

Users remain solely responsible for reviewing, validating, editing, approving, and verifying all AI-generated outputs before relying upon them.

AI-assisted functionality is provided as a productivity aid only and does not replace independent professional, commercial, legal, engineering, financial, technical, regulatory, or procurement review.

Users are solely responsible for any decisions made based on AI-generated content.

13.4 AI Disclaimer

AI-generated content may contain inaccuracies, omissions, ambiguities, outdated information, or other errors. Users must independently review and verify all AI-generated content before relying upon it for any commercial, procurement, technical, engineering, financial, legal, regulatory, or operational purpose.

Vergabo makes no representation or warranty that AI-generated content is accurate, complete, reliable, suitable for a particular purpose, or free from errors.

To the fullest extent permitted by applicable law, Vergabo disclaims all liability arising from reliance upon AI-generated content.

13.5 Continuous Improvement

Vergabo may improve, modify, replace, suspend, or discontinue AI functionality at any time without prior notice.

AI systems may evolve over time, and outputs may differ based on changes in underlying models, available data, user input, or other technical factors.

14. Confidential Information

14.1 Definition

For the purposes of these Terms, Confidential Information means any non-public information disclosed through or in connection with the Platform that a reasonable business person would understand to be confidential or proprietary, regardless of whether it is identified as confidential.

Confidential Information may include, without limitation:

Requests for Quotations (RFQs);
quotations and commercial offers;
pricing information;
cost calculations;
technical specifications;
drawings;
engineering documentation;
manufacturing information;
supplier proposals;
procurement strategies;
sourcing plans;
business strategies;
commercial negotiations;
product roadmaps;
customer information;
supplier information;
business processes;
trade secrets; and
other confidential commercial or technical information.

Confidential Information does not include information that:

is publicly available through no breach of these Terms;
was lawfully known to the receiving party before disclosure;
is independently developed without reference to the disclosed information; or
is lawfully obtained from a third party without confidentiality obligations.

14.2 Confidentiality Obligations

Users agree to protect the Confidential Information of other users using at least the same degree of care they apply to their own confidential information, and in no event less than a reasonable standard of care.

Users shall not disclose, publish, distribute, reproduce, copy, or otherwise make available Confidential Information except as expressly permitted by these Terms or by the owner of such information.

14.3 Permitted Use

Confidential Information obtained through the Platform may be used solely for legitimate procurement, quotation, supplier evaluation, contract negotiation, and other purposes directly related to the applicable procurement project.

Users shall not use Confidential Information for unrelated commercial activities, competitive intelligence, reverse engineering, unsolicited marketing, or any other unauthorized purpose.

14.4 Authorized Disclosure

Confidential Information may be disclosed only:

with the prior authorization of the information owner;
to employees, advisers, auditors, or contractors who have a legitimate business need to know and who are bound by appropriate confidentiality obligations;
where disclosure is required by applicable law, regulation, court order, or governmental authority; or
as otherwise expressly permitted under these Terms.

Where legally permitted, a user required to disclose Confidential Information shall use reasonable efforts to notify the affected party in advance to allow that party to seek appropriate protective measures.

14.5 Responsibility of Users

Users remain solely responsible for determining which information they choose to disclose through the Platform.

While Vergabo implements commercially reasonable technical and organizational measures to protect Platform data, no electronic system can guarantee absolute confidentiality or security.

Accordingly, users should avoid disclosing highly sensitive trade secrets or other confidential information unless they have independently determined that such disclosure is appropriate and adequately protected.

14.6 Survival

The confidentiality obligations set forth in this Section shall survive the termination or expiration of these Terms for as long as the applicable information remains confidential or for any longer period required by applicable law or separate contractual obligations between the parties.

15. Privacy & Data Protection

15.1 Privacy

Vergabo is committed to protecting the privacy and personal data of its users. We process personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), applicable national data protection legislation, and other relevant privacy laws.

Our collection, use, storage, disclosure, and protection of personal data are described in our Privacy Policy, which forms an integral part of these Terms.

15.2 Data Processing

Vergabo processes personal data only to the extent necessary to:

provide and operate the Platform;
authenticate users;
manage user accounts and company profiles;
facilitate procurement activities;
enable communication between users;
provide customer support;
improve Platform functionality;
detect fraud and security threats;
comply with legal obligations; and
enforce these Terms.

Depending on the circumstances, Vergabo may act as an independent controller or, where applicable, as a processor in accordance with applicable data protection laws.

15.3 Cookies and Similar Technologies

The Platform may use cookies and similar technologies to:

enable essential Platform functionality;
authenticate users;
maintain user sessions;
remember user preferences;
improve security;
analyze Platform performance; and
provide optional features where permitted.

Where required by applicable law, Vergabo will obtain user consent before placing non-essential cookies. Additional information regarding cookies is available in our Cookie Policy.

15.4 Security

Vergabo implements commercially reasonable technical and organizational measures designed to protect personal data and Platform information against unauthorized access, accidental loss, misuse, alteration, disclosure, or destruction.

Such measures may include access controls, encryption, monitoring, backup procedures, authentication mechanisms, and other industry-standard security practices.

However, no internet-based service or electronic storage system can guarantee absolute security. Users remain responsible for protecting their own accounts, credentials, and devices.

15.5 User Rights

Where applicable under data protection law, users may have the right to:

access their personal data;
request correction of inaccurate information;
request deletion of personal data;
request restriction of processing;
object to certain processing activities;
request data portability;
withdraw consent where processing is based on consent; and
lodge a complaint with a competent supervisory authority.

The exercise of these rights may be subject to applicable legal limitations and verification requirements.

15.6 International Data Transfers

Vergabo may process or store personal data in countries outside the user's country of residence where necessary to provide the Platform.

Where personal data is transferred outside the European Economic Area ("EEA") or another jurisdiction requiring appropriate safeguards, Vergabo will implement suitable transfer mechanisms in accordance with applicable data protection laws, including, where appropriate, Standard Contractual Clauses, adequacy decisions, or other legally recognized safeguards.

15.7 Privacy Policy

The Privacy Policy forms an integral part of these Terms and should be read together with them. In the event of any conflict relating specifically to the processing of personal data, the Privacy Policy shall prevail to the extent required by applicable data protection law.

16. Platform Availability & Service Changes

16.1 Platform Availability

Vergabo uses commercially reasonable efforts to provide reliable access to the Platform. However, the Platform is provided on an "as available" and "as is" basis.

Access to the Platform may occasionally be interrupted due to scheduled maintenance, security updates, technical issues, third-party service interruptions, network failures, force majeure events, or other circumstances beyond Vergabo's reasonable control.

16.2 Service Improvements

Vergabo continuously develops and improves the Platform.

Accordingly, we may from time to time:

introduce new features;
improve existing functionality;
enhance security;
optimize performance;
modify user interfaces;
introduce new technologies;
update AI-assisted features; and
improve procurement workflows.

Such improvements may occur without prior notice where reasonably necessary.

16.3 Maintenance

Vergabo may perform scheduled or emergency maintenance to maintain Platform security, stability, performance, or compliance.

Where reasonably practicable, planned maintenance likely to materially affect Platform availability will be communicated in advance through appropriate channels.

Emergency maintenance may be performed without prior notice where necessary to protect users or the Platform.

16.4 Changes to Functionality

Vergabo reserves the right to modify, replace, limit, or remove Platform features, workflows, integrations, user interfaces, APIs, subscription plans, or other functionality at any time.

Such changes may be made for technical, commercial, legal, regulatory, or security reasons.

Unless otherwise expressly agreed in writing, users are not entitled to the continued availability of any specific feature or functionality.

16.5 Discontinuation of Features

Vergabo may discontinue specific services, features, integrations, or product offerings where commercially or technically appropriate.

Where reasonably practicable, users will be provided with advance notice of material discontinuations that may significantly affect their use of the Platform.

16.6 No Uptime Guarantee

Unless expressly agreed in a separate written service level agreement ("SLA") executed by Ecom Systems GmbH, Vergabo does not guarantee uninterrupted availability, continuous operation, error-free performance, or any minimum uptime percentage.

Temporary interruptions, maintenance windows, feature changes, or service modifications shall not, by themselves, constitute a breach of these Terms.

17. Suspension and Termination

17.1 Suspension by Vergabo

Vergabo may suspend or restrict access to the Platform, temporarily or permanently, where we reasonably determine that such action is necessary to protect the Platform, other users, or comply with applicable law.

Grounds for suspension may include, without limitation:

violations of these Terms;
fraudulent or deceptive conduct;
unlawful activities;
suspected criminal activity;
security incidents or unauthorized access;
misuse of Platform functionality;
infringement of intellectual property rights;
submission of false or misleading company information;
failure to complete required verification procedures;
sanctions or export control concerns;
excessive abuse of Platform resources; or
conduct that may expose Vergabo or its users to legal, regulatory, financial, or reputational risk.

Where appropriate, Vergabo may provide the user with an opportunity to remedy the issue before suspension.

17.2 Termination by Vergabo

Vergabo may terminate a user's account and access to the Platform if:

the grounds for suspension are not remedied within a reasonable period;
the violation is material or repeated;
continued access presents unacceptable legal, regulatory, security, or operational risks; or
termination is required by applicable law or a binding order of a competent authority.

Termination may include removal of verification status, restriction of access to Platform content, and closure of associated user accounts.

17.3 Voluntary Account Closure

Users may close their accounts at any time through the functionality provided by the Platform or by contacting Vergabo support.

Closure of an account does not automatically delete all associated data. Vergabo may retain certain information where necessary to:

comply with legal or regulatory obligations;
maintain accounting or tax records;
resolve disputes;
investigate fraud or security incidents;
enforce these Terms; or
protect the legitimate interests of Vergabo or third parties.

The processing and retention of personal data following account closure are governed by the Privacy Policy and applicable law.

17.4 Effect of Termination

Upon termination or closure of an account:

the user's right to access and use the Platform ceases;
licenses granted under these Terms terminate, except where expressly stated otherwise;
ongoing procurement activities may become inaccessible, subject to applicable law and Platform functionality; and
Vergabo may remove or archive user content in accordance with these Terms, the Privacy Policy, and applicable legal requirements.

Termination does not affect any rights or obligations that accrued before the effective date of termination.

17.5 Survival

The provisions of these Terms that by their nature are intended to survive termination, including those relating to intellectual property, confidentiality, limitation of liability, indemnification, dispute resolution, and applicable law, shall remain in effect after termination or expiration of these Terms.

18. Disclaimer & Limitation of Liability

18.1 Disclaimer

The Platform is provided on an "as is", "as available", and "with all faults" basis to the fullest extent permitted by applicable law.

Except as expressly stated in these Terms, Ecom Systems GmbH makes no representations or warranties, whether express, implied, statutory, or otherwise, regarding the Platform or its use.

To the fullest extent permitted by law, Vergabo expressly disclaims all implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, and uninterrupted operation.

18.2 No Guarantee of Procurement Results

Vergabo is a technology platform that facilitates communication between independent Buyers and Suppliers.

Accordingly, Vergabo does not guarantee that:

any RFQ will receive one or more offers;
any Supplier will be invited to participate in a procurement process;
any offer will be reviewed or evaluated;
any Buyer will negotiate with a Supplier;
any Supplier will receive a contract or purchase order;
any procurement project will result in a commercial transaction; or
any commercial relationship will be established through the Platform.

All procurement outcomes remain solely dependent on the decisions of the participating users.

18.3 No Warranty Regarding User Content

Vergabo does not verify, endorse, or guarantee the accuracy, completeness, legality, reliability, quality, authenticity, or suitability of information submitted by users.

This includes, without limitation:

company profiles;
RFQs;
quotations;
pricing information;
technical documentation;
certifications;
product descriptions;
compatibility statements;
communications;
AI-assisted content approved or published by users; and
any other user-generated content.

Users remain solely responsible for independently verifying all information before relying upon it.

18.4 No Responsibility for Transactions

Vergabo is not a party to any agreement, purchase order, quotation, framework agreement, contract, or other commercial arrangement entered into between users.

Accordingly, Vergabo assumes no responsibility or liability for:

contract negotiations;
pricing;
payment obligations;
product quality;
technical compliance;
manufacturing defects;
delivery performance;
warranties;
product recalls;
export compliance;
customs matters;
tax obligations;
contractual disputes; or
any other obligations arising between Buyers and Suppliers.

All contractual relationships exist exclusively between the respective users.

18.5 Procurement Decisions

Buyers remain solely responsible for:

selecting Suppliers;
evaluating quotations;
conducting due diligence;
verifying supplier qualifications;
making award decisions;
negotiating contracts; and
managing procurement risks.

Vergabo does not participate in procurement evaluations or commercial decision-making and shall not be liable for procurement decisions made by users.

18.6 Service Availability

Although Vergabo uses commercially reasonable efforts to provide reliable services, we do not warrant that the Platform will:

operate without interruption;
be continuously available;
be error-free;
be free of vulnerabilities;
satisfy all user requirements; or
remain compatible with every device, browser, or third-party service.

Temporary interruptions may occur due to maintenance, upgrades, security measures, third-party service failures, internet outages, force majeure events, or other circumstances beyond our reasonable control.

18.7 Limitation of Liability

To the fullest extent permitted by applicable law, Ecom Systems GmbH, its affiliates, directors, officers, employees, shareholders, contractors, licensors, and service providers shall not be liable for any:

indirect damages;
incidental damages;
consequential damages;
special damages;
exemplary damages;
punitive damages;
loss of profits;
loss of revenue;
loss of business opportunities;
loss of goodwill;
loss of anticipated savings;
business interruption;
loss of data;
corruption of data; or
procurement of substitute goods or services,

arising out of or relating to the use of, inability to use, or reliance upon the Platform, regardless of the legal theory asserted and even if advised of the possibility of such damages.

18.8 Liability Cap

To the fullest extent permitted by applicable law, the aggregate liability of Ecom Systems GmbH arising out of or relating to these Terms or the use of the Platform shall not exceed:

the total fees actually paid by the affected user to Vergabo during the twelve (12) months immediately preceding the event giving rise to the claim; or
EUR 100, if no fees have been paid for use of the Platform.

This limitation applies collectively to all claims arising from the same or related events.

18.9 Exceptions

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for:

intentional misconduct (wilful misconduct);
gross negligence where exclusion is prohibited;
fraudulent misrepresentation;
death or personal injury caused by negligence where mandatory law applies; or
any other liability that cannot lawfully be excluded or limited.

19. Indemnification

You agree to defend, indemnify, and hold harmless Ecom Systems GmbH, its affiliates, directors, officers, employees, contractors, licensors, and service providers from and against any claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

your RFQs, procurement projects, or procurement activities;
your quotations, commercial offers, or supplier proposals;
content, documents, drawings, specifications, or other materials uploaded by you;
infringement or alleged infringement of intellectual property or other third-party rights;
breach of applicable laws or regulations;
violations of export control, sanctions, customs, competition, or anti-corruption laws;
your misuse of the Platform;
your breach of these Terms; or
disputes arising between you and another user.

Vergabo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully in the defense of such claims.

20. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them or the use of the Platform shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or to the use of the Platform.

To the extent permitted by applicable law, the courts having jurisdiction at the registered seat of Ecom Systems GmbH shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms or the use of the Platform.

The Platform is intended exclusively for business users acting in the course of their trade, business, or profession. Accordingly, mandatory consumer protection provisions applicable to consumer contracts shall not apply, except where mandatory law provides otherwise.

Nothing in these Terms prevents either party from seeking interim or injunctive relief before any competent court where necessary to protect intellectual property rights, confidential information, or other legitimate legal interests.

21. Changes to These Terms

Vergabo reserves the right to amend, modify, or update these Terms from time to time to reflect changes in applicable law, regulatory requirements, Platform functionality, security practices, business operations, or other legitimate business needs.

Where material changes are made, Vergabo will provide notice through appropriate means, which may include:

publication of the updated Terms on the Platform;
in-platform notifications;
email notifications to registered users; or
other reasonable communication methods.

Each version of these Terms will indicate its effective date.

Unless otherwise required by applicable law, revised Terms become effective upon publication or on the effective date specified in the updated version.

Your continued access to or use of the Platform after the effective date of revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must discontinue using the Platform and, where applicable, close your account.

22. Contact Information

If you have any questions regarding these Terms, the Platform, or your legal relationship with Vergabo, please contact us using the appropriate contact details below.

Platform Operator

Ecom Systems GmbH