Effective Date: January 1, 2025

These Comprehensive Terms and Conditions (“Terms”) govern the relationship between Procurement Square LLC (“Procurement Square,” “we,” “us,” or “our”) and any individual or entity (“Client,” “Vendor,” or “User,” “you”) accessing or using our website, products, or services, including but not limited to:

1. Website Usage
2. Vendor Partnerships
3. Order Fulfillment
4. Government RFQ Bidding
5. Any Additional Agreements or Services offered by Procurement Square.

By engaging with us or utilizing our services in any capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Company Information

Procurement Square LLC is a Florida Limited Liability Company, registered at:

7901 4th St N STE 300
St. Petersburg, FL 33702

Acceptance and Scope of Terms

1. Legal Agreement: These Terms, along with our Privacy Policy and any additional agreements referenced herein, form a legally binding agreement between you and Procurement Square.
2. Updates & Amendments: We may modify these Terms at any time. When we do, we will update the Effective Date at the top. Your continued use of our website or services after any changes indicates your acceptance of the revised Terms.
3. Supplemental Contracts:
   If you enter into a separate, signed contract with Procurement Square, that contract will prevail if there is a direct conflict with these Terms.

Overview of Our Services

Procurement Square specializes in responding to Request for Quotations (RFQs) from government (federal and state) agencies. We serve as the primary contractor when fulfilling awarded contracts, maintaining sole responsibility for all government-facing obligations and communications.

Our role may include:

• Identifying relevant government procurement opportunities.
• Submitting bids on behalf of or in partnership with Vendors.
• Serving as the exclusive liaison with government agencies throughout the contract lifecycle.
• Coordinating all aspects of order fulfillment and delivery once a contract is awarded.

No Guarantee of Award: While we strive to submit competitive quotes, we do not guarantee that any RFQ response will result in a contract award.

Website Usage

1. Content Ownership: All content on our website, including text, graphics, and software, is the property of Procurement Square or our licensors and is protected by intellectual property laws.
2. Prohibited Uses: You agree not to use our website for any unlawful or unauthorized purpose, including but not limited to transmitting any malicious code or unsolicited advertising.
3. Account Security: If you create an account, you are responsible for maintaining the confidentiality of your login information and for all activities that occur under your account.

Vendor Relationship Terms

1. Vendor Registration: Vendors must provide accurate business information and relevant certifications. Approval is at Procurement Square’s sole discretion.
2. Compliance & Ethics: All Vendors must comply with applicable laws, regulations, and ethical standards, especially those governing public sector procurement.
3. Quality Assurance: Vendors are responsible for meeting product specifications, quality standards, and deadlines outlined in any purchase order or subcontract agreement.
4. Exclusive Government Interface: Vendors shall not contact or negotiate directly with government agencies regarding awarded contracts unless explicitly authorized in writing by Procurement Square.
5. Subcontracting: Vendors shall not subcontract or assign any obligations without prior written consent from Procurement Square.
6. Termination of Vendor Status: Procurement Square reserves the right to terminate a vendor relationship if performance or compliance issues arise, or if such termination is deemed necessary to fulfill our obligations to the government.

RFQ Bidding & Government Contracts

1. RFQ Identification: Procurement Square may identify opportunities and invite Vendors to provide quotes for submission. Vendors must supply accurate pricing, product details, and any required documentation.
2. Submission Process: Procurement Square compiles the information and submits the bid in our name as the primary contractor. We remain responsible for all communications with the government.
3. Award & Contract Execution: If awarded, Procurement Square will be notified as the contractor of record. Specific contractual terms (e.g., delivery dates, payments) will be outlined in a separate agreement or purchase order between Procurement Square and the Vendor.
4. Government Responsibilities: Procurement Square maintains ultimate responsibility for fulfilling all government-facing obligations, including compliance, delivery, and communication.
5. Vendor Responsibilities: Vendors must promptly and accurately provide all goods, services, and documentation required to fulfill the awarded contract. Failure to meet these obligations may result in termination or legal action.

Orders, Fulfillment, and Delivery

1. Order Confirmation: Upon contract award, Procurement Square will issue purchase orders or subcontracts to Vendors detailing product quantities, specifications, and delivery timelines.
2. Shipping & Delivery: While Vendors may be responsible for physically shipping products, Procurement Square remains accountable to the government agency. Vendors must adhere to agreed-upon timelines and quality standards.
3. Inspection & Acceptance: Procurement Square coordinates with the government agency for inspection and acceptance. Any defects or non-compliance must be addressed immediately.
4. Force Majeure: Neither Procurement Square nor the Vendor shall be liable for delays caused by circumstances beyond reasonable control, including acts of God, labor disputes, or government actions.

Payment Terms

1. Pricing: All prices quoted are in U.S. dollars, unless otherwise stated, and are subject to final confirmation by the awarding agency.
2. Invoices & Payment: Payment schedules will be outlined in the contract or purchase order. Procurement Square may act as a payment intermediary, ensuring Vendors are compensated once funds are received from the government.
3. No Direct Payments from Government: The government will not pay Vendors directly unless otherwise specified. All financial transactions flow through Procurement Square, reflecting our status as the primary contractor.
4. Late Payments & Disputes: Procurement Square is not liable for late payments from government agencies. Vendors must address any payment disputes or delays with Procurement Square in writing.

Warranties & Disclaimers

1. Vendor Warranties: Each Vendor warrants that the goods or services provided shall conform to the specified requirements and be free from material defects.
2. Procurement Square Disclaimer: We make no express or implied warranties regarding the outcome of any RFQ or the performance of third-party Vendors. Any implied warranties of merchantability or fitness for a particular purpose are expressly disclaimed to the fullest extent permitted by law.

Limitation of Liability

To the fullest extent permitted by law, Procurement Square and its officers, directors, employees, agents, or affiliates shall not be liable for any indirect, incidental, special, or consequential damages arising out of or related to the use or inability to use our Services, including lost profits, even if advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend, and hold harmless Procurement Square, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of our Services;
• Any breach of these Terms;
• Your violation of any applicable law or regulation;
• Any failure to comply with government contract requirements.

Termination

We may terminate or suspend your access to our Services, or your vendor status, without notice if we believe you have violated these Terms, any applicable law, or for other legitimate business reasons. In the event of termination, you remain responsible for fulfilling all outstanding obligations under any awarded contract or purchase order.

Confidentiality

All non-public information exchanged between the parties as part of the procurement process shall be treated as confidential and shall not be disclosed to any third party without prior written consent, except as required by law or court order. This includes details of government contracts, product pricing, and proprietary Vendor information.

Dispute Resolution & Governing Law

1. Governing Law: These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles.
2. Venue: Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Pinellas County, Florida.
3. Attorneys’ Fees: In the event of litigation, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

Miscellaneous

1. Entire Agreement: These Terms constitute the entire agreement between you and Procurement Square regarding the subject matter herein.
2. Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
3. No Waiver: Failure by Procurement Square to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.
4. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights or obligations at our discretion.

Contact Information

If you have any questions or concerns regarding these Terms or our Services, please contact us at:

Procurement Square LLC
7901 4th St N STE 300
St. Petersburg, FL 33702

Email: legal@procurementsquare.us

By using our website, becoming a Vendor, or engaging in any business with Procurement Square, you acknowledge that you have read and understood these Terms, and agree to be legally bound by them.