By visiting the website www.wherex.com (the "Site") and/or using the services offered by the company ("wherEX") described in section 2 below (the "Services"), the "User" accepts the following Terms and Conditions (the "T&C").
By the sole fact of visiting the Site, it is understood that the User acknowledges that he/she has read and agrees to the T&Cs in their entirety. Due to their mandatory and binding nature, any User who does not accept these T&Cs in their entirety must refrain from using the Site and/or the Services.
By accepting these T&C, the User declares to have been informed in a clear, comprehensible and unequivocal manner of the same, and that he/she has had the possibility to store and print them.
The T&C are without prejudice to the special terms, conditions and requirements relating to the Services that the User contracts with us, which shall form part of a separate agreement (the "Agreement") to be entered into between the respective Customer and wherEX, prior to the use thereof. In the event of any conflict between the T&Cs and those set forth in the Agreement, the latter shall prevail.
Our services (collectively, the "Service" or the "Services") include those made available by wherEX to users through the Site.
In general, wherEX provides the User with a service consisting in facilitating a portal, a system and an electronic platform for intermediation (collectively, the "Platform"), exchange, purchase and sale, consultation, information management, reporting and assistance, all online via the Internet ("Internet"), with respect to requesters of all types of products and services (buyers) related to the industry, and suppliers of the same (suppliers), through a system of notifications (i) between wherEX and the User and (ii) users among themselves through the Platform.
Due to the nature of the aforementioned Services, some of the notifications sent by wherEX may have a referential and/or transitory nature, depending on the status, fact, stage of the process or situation reported, circumstance that the User acknowledges and accepts.
wherEX is free to add or remove one or more Services at any time, or any of their functions or features. wherEX is also free to determine the requirements necessary to best provide the Services to the User. wherEX is also free to determine the requirements necessary to best provide the Services to the User. wherEX will notify the User of such situations, in accordance with the Services that the User has contracted for.
For purposes of providing the Services, the User must have at least: (i) equipment or devices necessary to connect to the Internet, including computer and modem or a mobile terminal; (ii) access to the Internet; (iii) designation of a representative or person authorized to access the Services, with knowledge of his/her account user name and password (the "Administrator"); and (iv) the User's equipment must have the minimum compatible programs for the Platform, as determined by wherEX, which must have the pertinent updates.
The User shall update the program, software or interface provided by wherEX for the provision of the Services each time wherEX provides a new version or makes it available for downloading by the User.
wherEX shall provide the registered User with an account and password, the latter to be modified by the User as he/she sees fit. An administrator shall be established who may delegate its use to one or more persons by creating such internal accounts as he/she deems appropriate, and shall be responsible, on behalf of the registered User, to wherEX and other users for the use of his/her account and password registered with wherEX.
The User shall be solely responsible for the use of his/her account(s) and password(s), and shall take all necessary measures to prevent unauthorized access. wherEX shall not be liable to the User and/or third parties for the misuse or unauthorized use of the User's account. If the User detects unauthorized use of his or her account, he or she must immediately notify wherEX, who will take the measures it deems appropriate without further liability to wherEX.
wherEX may suspend or delete the User's account, especially because of, but not limited to, non-compliance with the T&C and those set forth in the Agreement.
wherEX may suspend the use of the account for an indefinite period of time until the User guarantees compliance with the T&C or those established in the Agreement, and/or the correct and adequate use of his/her account. After 30 days from the suspension of the account without the User having provided sufficient assurance of the foregoing, wherEX may delete the account.
If the User's account is deleted, the User may no longer use the Services directly or indirectly. The User must also delete any copies of the material accessed by virtue of the provision of the Services.
If the User's account is deleted and wherEX determines that the User is nevertheless operating or is associated with another account ("Related Account"), wherEX may suspend or delete the respective Related Account.
wherEX has no influence whatsoever on the information entered by the User on the Platform. Consequently, the User guarantees and shall be responsible, in any case, for the truthfulness, accuracy, completeness, validity and authenticity of the data entered therein. wherEX is not responsible for the truthfulness, accuracy, accuracy, validity, authenticity, completeness and/or completeness of the information of any kind provided by the User. The User is responsible for keeping the information registered with, and/or provided to, wherEX and other users current.
The User expressly agrees that the information provided to wherEX may be stored, retained, used, transmitted and reproduced by wherEX for the purpose of providing the Services to wherEX and other users.
The User expressly accepts that wherEX may contact him/her to make any inquiries it deems necessary to validate his/her identity or the information he/she has provided to wherEX, and may request additional information or background information.
The User acknowledges and accepts that, due to the nature of the Platform, the Services and the Site, wherEX stores, treats, keeps, communicates and/or transmits personal data, for which it will comply with Law No. 19.628 on the Protection of Private Life and its subsequent amendments, in the case of Chile; Law 1581 of 2012 on the Processing of Personal Data and the Statutory Law 1266 of 2008 and its regulatory decrees, in the case of Colombia; and the Federal Law on the Protection of Personal Data in Possession of Private Parties, in the case of Mexico, all in accordance with the wherEX Group's Data Processing Policy available on the Site.
The data provided by the Customer or the User may be shared between wherEX and the companies of the same group, for commercial, promotional, advertising purposes and, in general, to enable the operation of the Services and/or the Site. Apart from the cases indicated above, those established by law and/or when authorized in writing by the owner of the personal data, wherEX will not share, sell, assign, transfer, or offer the information obtained from the User to any external person or entity, in cases other than those indicated above or in exceptional situations such as, but not limited to, compliance with orders issued by a competent judicial or administrative authority.
There are no registration or membership fees at wherEX, nor are there any costs for participating in the processes. The only cost associated with using the wherEX platform is the commission applicable to whoever is awarded the purchase process for companies bidding in Chile, according to the detail of the commissions for Chile indicated below in point 6.1. For further information, please contact contacto@wherex.com.
wherEX has determined a commission charge applicable to the intermediation of purchases or bids originated in Chile. For these purposes, it shall be understood that a process originates in Chile in those cases in which the purchases or bids are created by companies incorporated in the country, with tax residence in the country. It is noted that the commission has been agreed in UF (Unidad de Fomento), and must be paid in Chilean pesos, or USD, as the case may be, considering the value of the latter at the time of issuance of the respective invoice.
The invoicing of the commission shall be made within the first five working days of the month following the awarding of the purchase process, and may be issued from any of the companies belonging to the wherEX Group at its sole discretion and without the need for justification. The payment term shall be 30 calendar days from the issuance of the invoice. Payments shall be made by electronic transfer to the following current account:
Tax ID: 76. 426.922-5
Current Account No.: 00-820-00923-07
Banco de Chile
Send voucher: tesoreria@wherex.com
Tax ID: 76.426.922-5
Current Account No.: 00-820-00923-07
Banco de Chile (address: Ahumada 251, Santiago)
Address wherEX: Isidora Goyenechea 2939, Las Condes, Santiago Swift Code: BCHICLRM
Send voucher: tesoreria@wherex.com
Notwithstanding the foregoing, wherEX reserves the right to charge commissions to other suppliers whose intermediation is carried out in purchasing processes or bids originating outside Chile, particularly in countries such as Mexico, Peru, Colombia, or others where wherEX has operations, and may establish or modify the percentage of the applicable commission, notifying the User in such case at least thirty (30) calendar days prior to the date on which the commission is to be effectively charged.
If within thirty (30) calendar days from receipt of our notification, the User has not notified either acceptance or disagreement, it will be understood that he/she accepts the new conditions and the commission charges indicated. In case of disagreement with the informed charges, he/she must expressly state it, terminating our services. In the event of early termination of the contract, buyers must inform wherEX in writing by registered letter to the following commercial address: Calle Imperial 655, commune of Llanquihue, Puerto Varas, thirty (30) days prior to the effective date of termination. Postal Code 5610000.
It is hereby noted that the commissions indicated herein shall not be applicable to suppliers that are awarded in the purchase process, in those cases where the purchasers correspond to non-profit municipal corporations. wherEX will inform in a timely manner in the event of not being applicable the charging of commissions to purchasers of these characteristics. Notwithstanding the foregoing, wherEX expressly reserves its right to charge commissions in the future, prior notice to the buyer before the respective process is published.
The fees described below are valid only for bids originated in Chile. Any other bidding originating in a country other than Chile is exempt from commission.
The rates are calculated on the basis of awards supported by O.C., purchase statements, agreements issued and reported by the acquiring company to wherEX, amount awarded for such bidding in wherEX or other similar supporting documents.
In the case of companies with tax residence in Chile participating in bids originated in Chile, the fees will be applied in UF (Unidades de Fomento). In the case of supplier companies whose tax residence is outside Chile and participate in bids originated in Chile, being awarded a process originated in Chile, the commissions will be calculated in UF (Unidades de Fomento) on the day of invoicing, and then converted to USD (US dollar), according to the exchange rate on the day of invoicing.
The commission to be charged to the awarded supplier will be calculated as a percentage of the value awarded for each item or SKU, with a ceiling per bid. For the calculation of bidding commissions, both for goods and services, four different segments will be used, which will depend on the category of the good or service tendered.
The category tree on which these criteria are established corresponds to the one defined under wherEX parameters and available on the platform. If necessary, wherEX reserves the right to make any category modification, either at a general level or to the categorization of any SKU of a published bid. In the event that such SKU has a bid, a change of category may be made only in cases where the new category belongs to the same segment as the previous category.
It is the responsibility of the supplier to be aware of the possible commission to be applied based on the category of the product he is offering. This information will be available at all times on the portal and in case of modifications, these will be communicated in a timely manner.
It is noted that in Chile the rates will be in UF (Unidades de Fomento), while in the rest of the countries where wherEX has operations, the charges will be in USD (United States dollars), according to the conversion made on the respective invoicing date.
In providing the Services, the Provider undertakes in particular to:
For its part, the User shall especially:
The User shall use the Services, the Platform and the Site in accordance with applicable law, the T&Cs and the Agreement.
Furthermore, the User may only use the Services, the Platform and the Site in good faith, and exclusively for the purpose for which they were designed as indicated in paragraph 2. above.
The User may not, inter alia:
If the User is in any doubt as to whether the intended use of the Services and the Platform is prohibited by the T&C and/or the Agreement, the User should contact wherEX and refrain from the action.
On the other hand, and as long as the Contract signed with wherEX is in force, and up to two years after its termination for any reason, Suppliers may not:
Without prejudice to any other rights under the Agreement and/or applicable law in favor of Provider, if Customer shall at any time fail to comply with any of these prohibitions, Provider may suspend or discontinue one or more of the Services immediately, without further liability to Provider, including any liability that may attach to Customer and/or Provider in relation to an Acquirer.
The User uses the Site, the Platform and/or the Services at his/her own risk, which are made available to him/her in the state in which they are found, with all their defects and without warranty of any kind.
wherEX assumes no liability whatsoever for transactions between users carried out through, based on or in connection with the information contained on the Site, the Platform and/or the Site, nor for any damages that may be caused directly or indirectly to any User or third party by the products delivered through them or by their incomplete, deficient or untimely delivery.
By way of reference only, wherEX will publish on the Site and/or the Platform one or more exchange rates corresponding to the closing of the night prior to their publication, which in no case represent a real determination of their value nor should they be considered by users for the purposes of their financial decisions of any kind. wherEX shall not be liable for variations in the prices of the products produced by variations in the exchange rate of the currencies in which the products have been offered and/or acquired at the time of their bidding, submission of offers, awarding, issuance of purchase orders, issuance of invoices or payment.
Further, wherEX limits all warranties and conditions regarding the Site, the Platform and the Services, including, but not limited to, warranties of merchantability, satisfactory quality, performance, status or financial strength of users, content of the Services, their specific functions, reliability, availability or ability to meet User's needs, or for any other purpose.
Under no circumstances shall wherEX be liable to User, or any other person, for any direct, indirect, incidental, foreseen, unforeseen, special, incidental or consequential damages, consequential damages, lost profits or moral damages of any kind, including but not limited to damages for loss of business profits, business interruption, loss of business information, computer failure or malfunction, or any other kind of commercial damages or losses, even if wherEX has been advised of the possibility of such damages. wherEX shall not be liable for any loss, actual or perceived, occurring in connection with the use of the Site, the Platform or the Services.
The Site and the Platform may contain links to other Internet web sites, which does not indicate that such sites are owned or operated by wherEX. wherEX has no control over such sites and, therefore, wherEX shall never be responsible for their content, materials, actions and/or services provided, their privacy practices or policies, or for any direct or indirect damages or losses arising from the use of such sites.
wherEX respects the right to privacy in all its forms. Therefore, any image, photograph or audiovisual record of any kind captured by a User or a third party in a public and/or private place and subsequently published by the User on the Platform, or by wherEX on the Platform or the Site because it is information provided by the User, shall be the sole responsibility of the User who has published or provided it. In turn, by posting any content or photograph on the Platform, or providing it to wherEX for publication on the Site and/or the Platform, the User grants a worldwide license to wherEX to use, host, store, distribute or reproduce them for the sole purpose of providing the Services.
wherEX does not guarantee uninterrupted and continuous access to the Site, the Platform and/or the Services, which may be unavailable due to technical difficulties or Internet failures or any other circumstance beyond wherEX's control.
wherEX will use its best efforts to provide the Services and to keep the Site, Platform and Services operating on an ongoing basis; however, they may be inaccessible, unavailable or unavailable from time to time due to: (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or (iv) other reasons beyond the control of wherEX. These circumstances, among other things, may affect the availability of the Site, the Platform and the Services and their availability is not guaranteed.
Notwithstanding the foregoing, if such access is interrupted exclusively due to a wherEX error, and there are bids with pending deadlines, the same shall be extended for the entire term of such interruption, which shall be communicated by wherEX to the registered User who is affected by such circumstance.
Similarly, the User acknowledges that the Internet is an inherently insecure medium and that the transmission of data over the Internet (e.g., sending an e-mail or accessing a website) is subject to possible loss, interception or alteration. Accordingly, wherEX assumes no liability for any damages, expenses or costs that the User may experience as a result of any loss, interception or alteration of transmissions over the Internet, as well as for any problems, damages or costs that may arise as a result of the inability to access the Site, the Platform and/or the Services.
wherEX, its affiliates or related companies, or any of their respective directors, officers, employees, consultants or agents, shall not be liable for any direct, indirect, foreseen, incidental, incidental, moral, injury, claims, costs, expenses, liability, proceedings or loss (including legal fees) resulting from users' access or inability to access the Site, the Platform or the Services, or the transmission of confidential or sensitive information through the Internet the choice; the contracting or provision of services with Providers resulting from processes carried out on the Platform, or from access by users authorized by the Client or transmission of confidential or sensitive information by them or by Providers through the Platform.
wherEX is a mere intermediary between Buyers and Suppliers, and only makes the Site available for them to agree on a commercial transaction to which WherEX is not a party, having no interference or responsibility whatsoever in any transaction carried out, nor in the information shared by such parties.
Provider shall not assume any liability for the degree of seriousness or commitment displayed or manifested by a Supplier to User, or that which the latter has represented to it, nor for errors, omissions or misrepresentations or statements that have prompted User to contract with a given supplier. WherEX shall not be liable to the User, the Customer represented by the User, or any third party for the failure or deficient, untimely or partial performance of its obligations by a Supplier in connection with a business transaction, nor for any direct or indirect, foreseen or unforeseen damages resulting therefrom.
wherEX shall not be liable for any misuse of the Services in connection with the content of information that flows through or is stored on the Platform, its domain www.wherex.com or its systems. wherEX shall have no liability for any information or content that is uploaded by the User to the Platform, its domain www.wherex.com or its systems. The information and content that you upload to the Platform is your sole responsibility. wherEX shall have the right, but not the duty, to review the content to determine whether it is illegal or in violation of its policies, and to remove or download it from the Site accordingly.
Likewise, since the notifications may be of a referential and/or transitory nature, depending on the fact informed to the respective User, wherEX does not assure or guarantee in any way that they faithfully represent the reality informed. The User specifically acknowledges and agrees that neither wherEX nor its affiliates or related companies, service providers, nor any of their respective directors, officers, employees, consultants or agents, shall be liable for any defamatory, offensive material or illegal conduct of any User or any third party.
The User, and/or the Customer whom it represents, shall defend and indemnify wherEX, its affiliates or related companies, its service providers and their respective directors, officers, employees, consultants or agents in connection with any claims, convictions, fines, fines, liens and injunctions that may result from: (i) User's failure to comply with laws in connection with the use of the software and equipment necessary for the operation of the Site, the Platform and the provision of the Services; (ii) any damage caused to wherEX or third parties by any fault or negligence attributable to User; and (iii) User's breach of the Terms and Conditions, the Agreement and other policies incorporated therein, or violation of any applicable law in connection with such documentation or third party rights.
All rights, including intellectual property rights, with respect to the Site, the Platform and the Services belong to wherEX.
The contents and photographs published on the Site or on the Platform, as well as the programs, databases, programs, networks and files that allow the User to use the Site, the Platform and/or the Services, are the property of wherEX or are licensed for their use, publication and/or distribution, which the User accepts and acknowledges, and are protected by the laws and international treaties on copyright, trademarks, patents, models and industrial designs.
Any person may use, quote, copy, save, store, print, distribute, publish, disseminate, compile or reproduce all or part of the content and photographs of the Site only with the prior express authorization of wherEX, and provided that the source and link to the home page www.wherex.com are included.
Any information made available to the User on the occasion of the Services shall be kept strictly confidential and shall not be used for any purpose other than for the correct and proper functioning of the Platform and the provision of the Services.
The User and wherEX shall maintain absolute confidentiality: (i) of all communications (including the content thereof) between them made by any means and/or format, including those that took place prior to the acceptance of the T&C or the Contract; and (ii) of all information related to the development of the counterparty's activities, whether related to patents, production procedures, assets, projects, systems, sales, purchases, clients and any other knowledge whose disclosure causes or may cause, in any way, damage to the counterparty and its respective related companies, owners or executives.
Unless required by law, neither the User nor wherEX may disclose the information or communications referred to in the preceding paragraphs, unless required to do so by applicable law or by the competent administrative or judicial authorities.
Likewise, wherEX is authorized to use any type of information provided by the User to the Site, the Platform and/or system and computer programs, whether at registration or subsequently on the occasion or occasion of the use of the Services, for the purpose of issuing the reports and reports it deems necessary, provided that from such use it is not possible to identify any User in particular unless expressly authorized by such User.
These T&Cs shall have an indefinite term. Notwithstanding the foregoing, wherEX may modify or terminate them at any time. WherEX reserves the right to modify the fee and commission schedule in accordance with the Terms and Conditions, as set forth in number 6 of this document.
Changes will be notified through the Site and/or through emails sent to the email address provided by the User and/or notifications to his/her account registered with wherEX. The User shall be responsible for keeping his/her contact details up to date and for periodically reviewing the Site in order to keep informed of any updates.
If the User does not accept the modifications to the Terms and Conditions, he/she must immediately stop using the Services he/she has contracted. If the User continues to use all or part of the contracted Services, or has contracted new Services, all after having been notified of the modifications by means of their publication on the web page or as indicated in the preceding paragraph, it will be understood that these have been fully accepted by the User for all purposes.
If wherEX terminates the Terms and Conditions, wherEX will communicate this decision to the affected User at least 30 days prior to the intended date of termination.
wherEX shall notify the User at the email address provided in the User's registration and/or at the User's account registered with wherEX. The notification shall be deemed to have been received by the User immediately after the email has been sent to the User or notified to the User's registered account with wherEX.
The User will send to wherEX any notification to the e-mail contacto@wherex.com.
wherEX shall not be liable for events of force majeure or acts of God, including events beyond its control, that may affect the operation of the Site or the Platform and/or the proper provision of the Services, such as: (i) strikes, abnormal weather conditions, natural disasters, terrorism, riots and war and other similar causes, (ii) omissions or causes attributable to third party software licensors or service providers, or (iii) interruptions of services of origin such as interruptions of electricity services, network access, data center access, links, etc.
The failure of wherEX to exercise any right under the T&C and/or the Agreement does not imply a waiver of such right.
In the event that one or more provisions of the T&C or the Contract are declared null and void or invalid, the remaining provisions shall remain in full force and effect.
Chile
Peru
Mexico
Colombia