Supplier Terms and Market Rules

1Parties and acceptance

• These terms are an agreement between BIDLX SOLUTIONS SDN. BHD., a company registered in Malaysia ("BidLX", "we"), and you as the supplying business or its authorised representative ("you" or "the supplier").
• By creating a supplier account or using the supplier portal you confirm that you have legal authority to bind the business, and you accept these terms electronically with the effect of a signature.
• The Business Privacy Policy and the Cookie Policy form part of these terms.
• The relationship between the supplier, the restaurant and BidLX is a commercial relationship between businesses; consumer protection rules do not apply except where mandatory by law.
• The supplier may set its own sale terms (such as exchange, warranty and delivery policies), provided they do not conflict with these terms and are disclosed to the restaurant before the award.

2BidLX's role

• The supplier market is a technology platform that displays independent suppliers' products to restaurants and relays requests for quotation and offers between them. The market currently operates in the Kingdom of Saudi Arabia and for restaurants only.
• You are an independent business and not an affiliate, agent or partner of BidLX. You may not present yourself as part of or endorsed by BidLX, or use its name or logo except to state that your products are listed on its market.
• BidLX is not a party to any sale or supply between you and a restaurant. It does not receive payments, does not guarantee a restaurant's payment or continuity, and does not guarantee any sales volume or number of requests.

3Eligibility and supplier information

• You must be a lawful business established in the Kingdom with a valid commercial registration and the required activity licences, and a VAT registration number where you are required to register.
• You must keep the business information accurate and current: the name matching the registration, headquarters city, cities served, contact details and contact person.
• BidLX may request verification documents at any time, and may grant or withdraw the "Profile complete" badge. The badge does not certify the quality of your products.
• The person registering on behalf of the business must be at least 18 and authorised by it, and the account name must match the business name in its commercial registration. Fictitious, misleading or other businesses' names are prohibited.
• Each business may hold one supplier account. BidLX may suspend any additional or duplicate account, and refuse or cancel any registration whose conditions are not met.
• You are responsible for keeping sign-in details confidential and for all activity in your account, and must notify us immediately of any unauthorised access. We may verify your identity before taking any action on the account.
• Imported products must be lawfully cleared by the competent authorities and meet the labelling requirements and approved standards in the Kingdom.

4Products and prices

• You alone are responsible for the accuracy of product names, specifications, photos, units, minimum quantities, prices and availability, and must update or pause a product as soon as it changes or runs out.
• Prices are in Saudi riyals. Your offer must state whether they include VAT and delivery.
• You must comply with Saudi food and drug, food safety, standards and trademark regulations, and own the right to use the photos and marks you display.
• Listing prohibited, counterfeit, expired or untraceable goods, or any misleading listing, is forbidden. BidLX may hide any non-compliant product without prior notice.
• Product content must be free of offensive, discriminatory or indecent wording and of anything contrary to the law, and of misleading links or claims.
• Supplying a substitute for a listed product without clear disclosure and the restaurant's written approval before delivery is prohibited.

5RFQs, offers and awards

• Your offer on a restaurant's request commits you to the price, quantity and lead time stated in it until it expires, unless you withdraw it before it is awarded.
• The restaurant is free to award each item to the supplier it chooses, and you may be awarded some items only. An award means the restaurant accepts your offer for that item, after which you must supply it as offered.
• If you cannot fulfil an awarded item, notify the restaurant immediately and in writing before the delivery date.
• Bid manipulation, price collusion with other suppliers and sham offers are prohibited.

6Payment, delivery and protection of both parties

• Before supplying, agree in writing with the restaurant on price, quantity, delivery date and place, and payment method and timing (cash on delivery, advance transfer or credit).
• Bank account: only request payment to an account in the name of your registered business. Requesting any amount to a personal account or one in a different name is prohibited and is a serious breach.
• Delivery: deliver with a valid tax invoice and a delivery note signed by an authorised recipient of the restaurant stating what was actually delivered. Deliver only to the ordering restaurant or someone it authorises in writing.
• Credit sales: granting a restaurant payment terms is your commercial decision and at your own risk. We advise against selling on credit to a restaurant you are dealing with for the first time without a signed purchase order or adequate security.
• BidLX is neither a guarantor nor a collection agent. It bears no amount unpaid by a restaurant, no amount a restaurant paid a supplier, and no dispute over quality, quantity or delivery.
• Records: the system keeps requests for quotation, offers and awards with their dates. Upon a lawful request, BidLX may provide them to both parties or the competent authorities to help establish rights. To report fraud: support@bidlx.com.

7Supply quality, replacement and cancellation

• You must deliver what matches your offer and the award in item, specifications, quantity, quality and shelf life, and deliver it on the agreed date.
• On delivery the restaurant may refuse goods that are damaged, defective, different from what was agreed, expired, or closer to expiry than agreed. You must then replace them or refund their value if already paid, and bear the costs of return and redelivery.
• The restaurant may cancel an item whose delivery is late beyond the agreed date without an acceptable excuse, without any obligation.
• Knowingly supplying defective, counterfeit or non-conforming goods is fraud. It results in permanent closure of the account, and BidLX may report it to the competent authorities and take legal action.
• Repeated delays, rejections or non-conforming supplies are a serious breach. They may lead to reduced visibility of your products, withdrawal of the "Profile complete" badge, or suspension or termination of the account.

8Complaints and ratings

• Any complaint a restaurant files about your supply is referred to you. You must respond and resolve it within 3 business days of referral, or another period BidLX sets depending on its nature.
• If the complaint is not resolved, BidLX may temporarily hide your products or stop new requests reaching you until it is resolved, without BidLX being obliged to decide the dispute.
• The restaurant may refer the matter to the competent authorities. You agree that BidLX may provide them with the request, offer, award and correspondence records they lawfully require.
• Manipulating ratings or reviews directly or indirectly is prohibited, such as rating your own products from related accounts or disparaging competitors. BidLX may delete any rating it considers not genuine.
• Abuse towards BidLX staff, restaurants or other suppliers leads to account suspension. BidLX may require a signed written undertaking to comply before reactivating any suspended account.

9Restaurant data and confidentiality

• You receive only the restaurant data needed to respond to and fulfil its request. You may not use it for unsolicited marketing, sell it or share it with others.
• Details of restaurants' requests and competing offers are confidential and may not be published or used for any purpose other than dealing with the requester.

10Content and intellectual property

• You grant BidLX a free, non-exclusive licence to display, translate and publish your business and product information and photos on the market, search results and share pages, and to use your name and logo to present and promote the market. The licence ends when you close your account, except for what was already published or shared.
• Copying, scraping or republishing market content or other suppliers' photos or data is prohibited.
• Protecting your marks and rights is your responsibility. If you believe another supplier infringes your rights, notify us and we will consider removing the infringing content.

11Communications and notices

• Messages sent to the registered account email and notifications in the supplier portal are valid legal notices, and you must follow them. We handle account matters only with the registered email or after verifying the sender's identity.
• You agree to receive informational messages about market services by email, and may opt out at any time.
• We use service providers to run the platform, such as hosting, email and messaging. We may change them from time to time, and their services are subject to their own terms.

12Fees

Joining the supplier market, listing products and submitting offers is currently free. If we decide to introduce fees, we will notify you at least 30 days before they apply, and you may close your account if you disagree.

13Suspension and termination

• BidLX may hide your products, or suspend or terminate your account, in the following cases:
• If you provide false information or documents, or impersonate another business.
• If you request payment to an account other than the business account, or repeatedly fail to supply after an award.
• If documented restaurant complaints recur, or in case of any fraud or breach of the law.
• We may also report the matter to the competent authorities where required.
• You may request deletion of your account at any time from the supplier portal; it is permanently deleted 14 days after the request together with your products and documents, and you may cancel before then. Your obligations for items awarded before deletion remain in force.

14Limitation of liability and indemnity

• The platform is provided "as is" and "as available". To the maximum extent permitted by law, we are not liable for indirect damages, lost profits or deals, or any loss arising from your dealings with a restaurant.
• You agree to indemnify and defend us against any claims, fines or costs arising from your products, information, dealings with restaurants, or breach of these terms or the law.
• The platform may stop temporarily for maintenance or reasons beyond our control. The supplier is not entitled to compensation for any outage, or for reduced visibility or hiding of its products under these terms.

15Governing law and general

• These terms are governed by the laws of Malaysia, and the courts of Kuala Lumpur have jurisdiction over any dispute between you and BidLX after an attempt to settle it amicably within 30 days. This does not affect mandatory laws of the Kingdom.
• Disputes between you and a restaurant are governed by the laws of the Kingdom and your contract, and are resolved between you or before the competent authorities there.
• We notify you of any material change to these terms at least 30 days before it takes effect. In case of any difference between the Arabic and English versions, the English version prevails.

16Contact us

BIDLX SOLUTIONS SDN. BHD. — Email: support@bidlx.com, for any question or request about your data or this document.