General conditions of access and use – Supplier Space operated by Ivalua

This document defines the general conditions of access and use (the “Conditions”) of Hydro-Québec’s Supplier Space (the “Application”).

Permission to access and use the Application will be granted only to persons and businesses or their employees (individually a “User” and collectively the “Users”) who have agreed to comply with these General Conditions unconditionally.

Ivalua, Hydro-Québec, its subsidiaries and affiliates (the “Operator”) reserve the right to amend these General Conditions at any time without prior notice. By using the Application, the User unconditionally accepts these General Conditions as well as any amendment thereof.

Subject

The Application is a data management software package designed by Ivalua. It is a platform for the exchange of information between Hydro-Québec and the Users.

Subject to these General Conditions, Users may use the Application to update their information, access tender calls, submit proposals, receive requests for proposals or perform any other function made available by the Application.

System requirements

The User must ensure that the IT system it is using for the Application is up to date and equipped with a browser that is compatible with the Application. The User may verify the compatibility of its browser by referring to the browser’s help or information feature.

The Application was designed to work with the most recent browsers. Therefore, if, for any reason, the User’s system is not configured in accordance with usual standards (for example, secure settings or groups), the User must contact its system administrator to inquire about the compatibility of the system in question.

Accessibility

The Application can be accessed online at: https://fournisseurs.hydroquebec.com

The Operator may, at its entire discretion and without being required to provide any justification, impose access restrictions concerning some of the services offered through the Application.

The User is responsible for all costs related to the access and use of the Application, and in particular, subscription to an Internet service provider. The User agrees to pay all costs and charges concerning services it uses that are offered through the Application.   

Availability of the Application

The Operator may interrupt or suspend access to the Application at any time without prior notice, either temporarily or permanently, if the User does not respect these Conditions, regardless of the reason, or in order to update, delete or modify its contents.

The Operator cannot be held liable for any damage resulting from the interruption or suspension of access it has granted to the User. The Operator reserves the right to improve or modify the services described in the Application at its discretion, at any time and without prior notice.

Similarly, the Operator may stop  The User agrees, in accordance with these Conditions, not to dispute any service interruption, if applicable, and not to claim any compensation for any resulting harm.

Confidentiality and security

User authentication is carried out through technical means put into place by Hydro-Québec.

The User undertakes to implement the necessary measures to ensure that its username and password remain confidential. Use of a User’s personal username and password will be considered proof that the User has used the Application.

Hydro-Québec will under no circumstances be held liable for abusive or fraudulent use of a User’s username and password by a third party.

The User undertakes to notify the Operator immediately in the event that the User’s username, password or information from the Application is lost or stolen.

The username and password of any User that is using the Application in an abnormal manner can be deactivate, at any time, without being entitled to any recourse.

The User further undertakes to refrain from doing anything that may cause technical failures of any type whatsoever that may interrupt or has the potential to interrupt the Application or its environment (in particular, the hyperlinks and services offered). In this regard, the User specifically undertakes to transmit documents and files that are virus-free and to refrain from inserting hyperlinks in the Application’s RFP documents until it has obtained the Operator’s approval. The User also undertakes to respect the rights of third parties, and to refrain from any actions that may damage the Operator’s reputation.

User data

The Operator cannot guarantee the confidentiality or authenticity of all the information the User transmits or receives by Internet. The Operator will under no circumstances be liable for any damage that the User may sustain, whether directly or indirectly, following its transmission of confidential information to the Operator by Internet or email, or at the Operator’s request.

The User is fully responsible for protecting its IT system and data against any risk of abusive use, disclosure, intrusion, contamination, accidental loss, modification or alteration by a virus, or service suspension or interruption caused by malware.

The User certifies that the information and data entered in the Application are true, up to date, complete and accurate, were obtained legally, are not subject to third-party ownership rights and that the User is authorized to communicate such information and data. In the event of an infringement of the rights of a third party, the User undertakes to defend and compensate the Operator with respect to any action brought by such third party, as well as with respect to any resulting claim, proceeding, demand or conviction. Personal information supplied by the User, and in particular its name, email address and telephone number, are used solely for the purposes of processing requests sent to the Operator and are never sold or leased to third parties.

The User is entitled to request access to the information it has conveyed to the Operator while it was using the Application, and to verify, update and correct such information, with the understanding that the modification of certain information could be restricted or prohibited in the case of a request for proposals. Notwithstanding the foregoing, the Operator reserves the right to suspend or cancel the services offered to the User if the User should delete or remove, in any manner whatsoever, any information that is essential to the proper use of the Application. 

The User authorizes the Operator to make available certain information concerning the User, such as its name, if such information has been made public or shared with a competent authority in accordance with the regulations in force.

Intellectual property

The intellectual property rights concerning the Application, including the text, graphics, photographs, images, audio files, illustrations, distinctive symbols, as well as names, logos, trademarks and patents, are and will remain the property of Ivalua, whose head office is located at 69, rue de Paris, Orsay, FRANCE. However, the intellectual property rights, including, in particular, copyrights and trademarks concerning notices, documents and other notices published on Hydro-Québec’s website or published by Hydro-Québec in the Application, belong to Hydro-Québec. Except in response to a call for tenders, the reproduction (in whole or in part), adaptation, publication, communication or sale of the contents of these documents, in any manner whatsoever, is prohibited without the prior written consent of Hydro-Québec. Once Hydro-Québec has provided its authorization in this respect, any paper or electronic copy of the data must include a copyright notice indicating that it belongs to Ivalua and/or Hydro-Québec and bear the word “CONFIDENTIAL.” The User is not authorized to modify, transfer, sell, communicate or publish the contents, nor is it allowed to grant a sublicence with respect to the contents or use them in any other manner whatsoever.

The Operator grants the User a non-exclusive and non-transferrable right to use the Application for the period during which the User holds an account with the Operator.   

In the event of illegal use (and in particular in the event of counterfeit) of the Application, in whole or in part, the Operator may immediately suspend the User’s access to the Application without prejudice to any other remedy the Operator may have by law or pursuant to these Conditions.

Limitation of liability

The User accesses the Application and uses the contents at its own risk. The Operator provides no warranty and makes no declarations as to the completeness or accuracy of the data contained in the Application; the data may contain technical or typographical errors. The contents of the Application are made available to the User AS IS, IN THE ABSENCE OF ANY EXPRESS OR IMPLIED WARRANTY OF ANY NATURE WHATSOEVER.

The Operator may not be held liable for any errors, omissions, viruses or malware resulting from any use of the Application by the User that is not in compliance with these Conditions, with the Operator’s instructions and recommendations or with the purposes of the Application. Subject to the applicable laws and regulations, the Operator will not be held liable for any damage, whether direct or indirect, and in particular for loss of profit, data or intangible assets that may arise from the access or inability to access the Application, its use by the User or, more generally, from any event connected to the Application. Similarly, the Operator is not liable for:

• technical problems concerning the Application or related service interruptions;
• failure or malfunction of the Internet during the transmission of data, messages or documents;
• any use of the Application that is not in compliance with these Conditions, with the Operator’s instructions and recommendations or with the purposes of the Application.

The User undertakes to defend the Operator and indemnify it in respect of any third-party liability, action, demand, claim or proceedings, for any reason whatsoever, concerning the information contained in the Application. 

The Operator’s overall contractual or extra-contractual liability in connection with the Application is limited to the total amount paid by the User.

End of use of the Application

The Operator may suspend or terminate the right to use the Application in accordance with the provisions of these Conditions or for any other reasonable grounds.

The User may, at any time, end its use of the Application by communicating with the Operator. 

Language

These Conditions have been drafted in both English and French. In the event of a discrepancy between the two versions, the French version will take precedence.

Applicable laws and competent authorities

These Conditions, the Application and the contents of the Application are governed by the laws of the province of Québec. The Parties acknowledge the jurisdiction of the courts of the province of Québec.

Miscellaneous provisions

If a provision of these Conditions is declared invalid or unenforceable, it will be replaced by a valid provision having a comparable legal effect, and the other provisions will continue to have full force and effect.

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