This Supplier Terms and Conditions Agreement (the “Agreement”) defines the legally binding terms governing the access and use of the website servmarketplace.com and the mobile application “Serv Marketplace” (collectively referred to as the “Platform”), owned and operated by SERV MARKETPLACE GROUP. LTD., a company incorporated under the laws of Trinidad and Tobago, with its registered office situated at 84 Abercromby Street, Port of Spain, Trinidad (hereinafter referred to as “Serv”). This Agreement applies to any individual, organization or establishment engaged in the business of selling, supplying, and distributing goods, including but not limited to fresh produce, dry goods, and commercial operational supplies, that registers an account on the Platform (hereinafter referred to as the “Supplier”).
BY REGISTERING AN ACCOUNT, THE SUPPLIER EXPRESSLY ACKNOWLEDGES, AGREES TO, AND ACCEPTS ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.
1.1 “Goods” means the Supplier’s goods listed on the Platform and available to order in accordance with this Agreement.
1.2 “Representative” means a person employed or retained by the Supplier and expressly authorized by the Supplier to access and use the Platform on its behalf.
2.1 Serv acts as a technological marketplace and middleman connecting commercial buyers with verified third-party suppliers and distributors across Trinidad and Tobago. It operates the Platform so as to facilitate connection, browsing and order placement between commercial buyers and third-party suppliers in the course of their respective businesses.
2.2 The Supplier retains the sole discretion to either accept or deny any order placed by a buyer via the Platform. Serv is not a party to any commercial transaction, contract, purchase order or agreement entered into between the Supplier and any buyer using the Platform. This means that Serv will have no liability for any orders accepted by the Supplier, its personnel and other individual users (whether Representatives or otherwise).
2.3 The Supplier shall fully assume the risks of conducting any transactions on the Platform and all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the Goods.
2.4 Serv shall have no obligation to resolve any disputes between the Supplier and buyers and any such disputes shall be strictly a matter between the Supplier and the relevant buyer.
2.5 Serv does not endorse, verify or otherwise certify the Goods and does not make any representation or warranty regarding the credit worthiness or reliability of any buyer. Serv shall not
be responsible for the quality, accuracy, timeliness, reliability or authenticity of any information provided by the Supplier to a buyer or from a buyer to the Supplier and does not endorse, verify or otherwise certify the contents of any comments, communications material or information submitted, uploaded or shared via the Platform by third-party users.
3.1 If the Supplier wishes to access and use the Platform it will be required to create a Serv account and password and to provide information or material about their entity, business and goods as part of the registration process. Serv may reject the Supplier’s application for registration for any reason.
3.2 Once the Supplier’s application for registration is approved by Serv, the Supplier will have a non-exclusive non-transferable right and licence, without the right to grant sub-licences, to use and permit Representatives to access and use the Platform for business purposes only including to manage its communication with buyers, to manage orders for the Goods and to upload the Supplier’s Material (as hereinafter defined) in order to offer Goods to buyers on the Platform.
3.3 The Supplier shall keep the Serv account details and password confidential, secure and safely stored and shall not disclose them to any person other than Representatives who need to have access to the Platform and who are aware of the Supplier’s obligations to keep those details secure.
3.4 During the registration process and thereafter during the Supplier’s use of the Platform, the Supplier may (whether by itself with the approval of Serv or through Serv) publish on the Platform images, photographs, brand features, pricing and other information relating to the Goods (the “Supplier’s Material”). Any Supplier’s Material may be used by Serv for the purposes of providing the services herein or improving or developing the Platform. Serv retains the right, in its sole discretion, to remove the Supplier’s Material or any chat between the Supplier and a buyer or any part thereof from the Platform.
3.5 The Supplier shall be responsible for all activities that occur under its Serv account (whether such activities are authorized or not) including without limitation the posting of the Supplier’s Material.
3.6 The Supplier accepts and agrees that Serv shall have administrator access to all parts of the Platform and may track the Supplier’s use of the Platform for the purposes of Serv’s obligations under this Agreement and may use, store, retain and otherwise process the details of any and all orders submitted by buyers or otherwise received and accepted via the Platform.
3.7 Serv remains the owner of the Platform and all intellectual property rights to and in the Platform, save for the Supplier’s Material or any content sent or submitted by users, remain vested in and owned by Serv and nothing in this Agreement shall give the Supplier any rights in respect of any such intellectual property rights or of the goodwill associated therewith. The Supplier acknowledges that it does not acquire any ownership rights by downloading the Platform other than the right to use the Platform in accordance with this Agreement.
3.8 Nothing in this Agreement shall constitute any representation or warranty by Serv that the exercise by the Supplier of rights granted hereunder will not infringe the rights of any person.
4.1 Serv retains absolute, unilateral, and unrestricted discretion to remove a Supplier from the Platform, or delete, deactivate, or deny access to a Supplier’s account at any time, for any reason or no reason whatsoever, without prior notice, and without incurring any liability, penalty, or financial obligation to the Supplier.
4.2 Serv may at any time terminate this Agreement with immediate effect for any reason or no reason whatsoever by giving the Supplier written notice to its registered email address and the provisions of clause 4.4 below shall apply on any such termination.
4.3 The Supplier may terminate this Agreement at any time with immediate effect by written notice to Serv, and the provisions of clause 4.4 below shall apply on any such termination. The Supplier may export its account and order data from the Platform before termination.
4.4 On termination, all rights granted to the Supplier under this Agreement and the Supplier’s right to use the Platform shall immediately cease, the Supplier’s account will be immediately closed and the Supplier’s profile will be deleted. If, within thirty (30) days after Serv exercises its rights under clause 4.1 or 5.11 or after the termination of this Agreement under clause 4.2 or 4.3, the Supplier makes a written request to Serv, Serv shall, within ten (10) business days (as defined in clause 10.5) of receipt of the request, provide the Supplier with such information relating to its account and orders held by Serv (including its orders, order items and products) as the Supplier may reasonably request, in CSV format, save where Serv is prohibited by law from doing so.
4.5 Any provision of this Agreement which is expressly or by implication intended to continue in force and effect after termination shall continue in force and effect notwithstanding such termination, including without limitation, clauses 1, 4.4, 5.2 to 5.10, 5.12, 6.3, 8, 9, 10 and 11.
5.1 The buyer does not pay Serv for the Goods ordered on the Platform. All financial transactions, credit terms, and invoicing for the Goods are handled directly between the buyer and the Supplier. Serv completely disclaims any responsibility or liability for collecting payments, non-payment, bad debts, or delayed payments by buyers to the Supplier.
5.2 In consideration for the provision of the Platform, the Supplier shall pay Serv a monthly platform commission fee of 3% of the Supplier's Gross Monthly Sales executed via the Platform, plus VAT on that commission fee where applicable, subject to clauses 5.4 to 5.8 below. “Gross Monthly Sales” shall be calculated based on the aggregate VAT exclusive value of all orders accepted by the Supplier on the Platform during the relevant calendar month irrespective of whether the Supplier ultimately collects payment from the buyer. For this purpose, the value of an order is the price of the Goods recorded on that order on the Platform, after applying any customer-specific price, group price, bulk or volume price, promotion or other discount entered on the Platform, whether by the Supplier or by Serv at the Supplier’s request. No account shall be
taken of any discount, rebate, credit or other reduction given or agreed otherwise than on the Platform (including any reduction appearing only on the Supplier’s own invoice), or of the amount the buyer ultimately pays the Supplier.
5.3 At the end of each calendar month calculated from the date the Supplier's account is activated, Serv will issue an electronic invoice to the Supplier for the total commission fees due for that month. The Supplier shall have forty-five (45) calendar days from the date of the invoice (the “Due Date”) to pay the full invoiced amount to Serv without deduction or set-off. Any payments not received by the Due Date shall accrue interest at the rate of 6% per annum.
5.4 No commission is payable on any Goods in an accepted order which are cancelled, whether the order is cancelled in whole or in part and whether at the buyer’s request or by the Supplier (“Cancelled Goods”), provided that (a) the cancellation is requested or notified (as the case may be) through the Platform’s messaging function and the Supplier records it on the Platform by changing the status of the order to “cancelled” or, where only part of the order is cancelled, by amending the order accordingly; and (b) Serv is satisfied that the Cancelled Goods were genuinely cancelled after reviewing the messages between the Supplier and the buyer to verify the cancellation. Serv’s decision under this clause 5.4 shall be final.
5.5 Where any of the following events (each a “Delivery Event”) occurs in relation to an accepted order and is notified and confirmed in accordance with clauses 5.6 and 5.7 below, namely:
no commission is payable on the following goods (the “Affected Goods”): in the case of a Failed Delivery, all of the Goods in the order; and in the case of a Return or a Damaged or Short Delivery, the Goods returned, damaged or not delivered.
5.6 The Supplier shall give written notice to Serv of a Delivery Event within seventy-two (72) hours of the attempted delivery in the case of a Failed Delivery, within seven (7) days of delivery or forty-eight (48) hours of the return (whichever is later) in the case of a Return, or within seven (7) days of delivery in the case of a Damaged or Short Delivery, setting out:
5.7 On receipt of a notice under clause 5.6, Serv will contact the buyer to confirm the contents of the notice. If the buyer’s account is consistent with the Supplier’s notice, Serv will remove the commission on the Affected Goods. If the accounts differ, Serv will investigate and decide whether, and to what extent, the commission is to be removed. Serv’s decision under this clause 5.7 shall be communicated to the Supplier by written notice sent within twenty-one (21) days of its receipt of the Supplier’s notice and shall be final.
5.8 Where Serv decides that commission is not payable on Affected Goods, then:
5.9 For the avoidance of doubt, Serv does not handle, and shall have no responsibility for, any payment, refund or credit between the Supplier and the buyer.
5.10 All payments to Serv must be made exclusively via bank transfer or cheque. Where payment is made by cheque, the Supplier assumes full responsibility for ensuring the physical delivery of the cheque to Serv's registered address at 84 Abercromby Street, Port of Spain on or before the Due Date.
5.11 Without prejudice to clauses 4.1 and 5.3 above and to any other legal remedies which it might have, if the Supplier fails to pay any invoice in full by the Due Date, Serv reserves the absolute right to instantly suspend, restrict, or deactivate the Supplier’s access to the Platform.
5.12 The Supplier shall not be relieved of its obligations to pay the commission fees as set out in this clause 5 by reason that Serv or the Supplier has terminated this Agreement as provided for herein or Serv has exercised its rights under clause 4.1 above.
6.1 The Supplier is solely responsible for:
6.2 The Supplier acknowledges and agrees that under no circumstances shall Serv be liable for the risk of loss, damage, theft, contamination, spoilage, or destruction of the Goods which shall remain entirely with the Supplier or buyer as the case may be.
6.3 The Supplier shall not (and shall procure that its Representatives shall not):
Nothing in this clause 6.3 prevents the Supplier from exporting its own account and order data from the Platform, including for use in its own systems.
7.1 Serv does not warrant:
8.1 The Platform is provided on an as is and as available basis and the Supplier’s use of the Platform is at its sole risk. Serv cannot and does not guarantee the uninterrupted, timely, secure or error free operability of, or access to, the Platform and disclaims any representation or warranty. All implied warranties of any kind are also hereby excluded and Serv accepts no liability for any loss or damage of any kind incurred as a result of the Supplier or anyone else relying on the content or output of the Platform.
8.2 Serv cannot and does not guarantee that the Platform or its content will be free from viruses. It is the Supplier’s responsibility to carry out appropriate security measures to satisfy its requirements as to the safety and reliability of the Platform and all of its contents.
9.1 Serv shall not be liable:
9.2 The Supplier agrees to defend, indemnify, and hold completely harmless Serv, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses arising out of or in connection with:
9.3 Subject to clauses 9.1 and 9.2 above, the total aggregate liability of Serv, its directors, employees and agents in contract, tort, strict liability, equity or for breach of statutory duty or otherwise shall not exceed $2,500.00 Trinidad and Tobago Dollars in aggregate. These limitations and exclusions of liability shall apply to the maximum extent permitted by law.
10.1 This Agreement and all disputes arising out of it shall be governed by, interpreted, and construed in accordance with the laws of the Republic of Trinidad and Tobago. The parties hereby submit to the exclusive jurisdiction of the Courts of Trinidad and Tobago.
10.2 This Agreement constitutes the entire contract between the parties concerning its subject matter. Serv reserves the right to amend this Agreement at any time. Any amendments will be published digitally via the Platform or sent to the Supplier’s registered email address (each a “Publication”) and will take effect:
The Supplier’s acceptance of any order placed by a buyer after an amendment takes effect constitutes binding acceptance of the amended terms then in force.
10.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
10.4 The Supplier may not transfer, subcontract, assign or deal in any other manner with, in whole or in part, any of its rights or obligations under this Agreement.
10.5 Save as otherwise provided in this Agreement (including clause 10.2), any notice or other communication to be given under this Agreement shall be in writing and sent by email: (a) in the case of the Supplier, to its registered email address; and (b) in the case of Serv, to admin@servmarketplace.com or such other email address as Serv may notify to the Supplier. A notice sent by email shall be deemed received at the time of transmission if sent before 4:00 p.m. on a business day (being a day other than a Saturday, Sunday or public holiday in Trinidad and Tobago), and otherwise at 9:00 a.m. on the next business day, unless the sender receives notification that the email has not been delivered. The Supplier shall keep its registered email address up to date.
BY REGISTERING AN ACCOUNT, THE SUPPLIER EXPRESSLY ACKNOWLEDGES, AGREES TO, AND ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS PRIVACY POLICY AND CONSENTS TO SERV’S COLLECTION PROCESS USE STORAGE AND SHARING OF ITS PERSONAL INFORMATION IN ACCORDANCE WITH AND FOR THE PURPOSES SET OUT IN THE CLAUSES HEREINBELOW CONTAINED.
11.1 For the purposes of this clause the expression “the Supplier” shall include the Supplier’s Representative and the expression “personal information” shall have the meaning ascribed to it by the Data Protection Act Chapter 22:04.
11.2 The Platform is not intended for persons under 18 years of age and no one under that age may provide any information to or on the Platform. Serv will delete any personal information collected or received from a person under 18 years of age if Serv discovers that it has collected or received such information.
11.3 Serv may process the Supplier’s personal information if the Supplier applies to use or uses the Platform or the services provided through it. The Supplier’s personal information may be obtained from the Supplier or elsewhere including information in the public domain.
11.4 Serv will collect, process, use, store and share the Supplier’s personal information for the following purposes:
11.5 In relation to chat and order information, Serv will not disclose to third-parties that are not part of the chat, any orders or chats that take place between users of the Platform in a way which would allow a user to be identified. No user will be able to see what another user that is not part of the chat orders in a way that would link it to that user.
11.6 Serv may share information relating to users and orders they place provided that such information does not identify an individual user with other users of the Platform and Serv’s business partners.
11.7 All information provided by the Supplier, is processed on the Platform’s servers and Serv will use its reasonable endeavors to implement appropriate technical and organizational measures to protect the Supplier’s personal information. Serv advises the Supplier, however, that no method of electronic transmission or storage is entirely secure.
11.8 Serv’s website uses cookies to enhance the Supplier’s browsing experience and collect anonymous analytics data. The Supplier may disable cookies through the browser settings.
