Proficircle (the “Platform” or “Proficircle platform”)

Last update – 01/02/2025

Proficircle is an online digital platform bringing together service providers and product sellers with users by facilitating tenders or direct sales among them. Accessing and/or using the Proficircle platform, which includes the Proficircle application and access to the www.Proficircle.com website (the “Proficircle platform”), is made according to the provisions in these Terms and Conditions (the “Terms”). In this respect, by accessing the Proficircle platform you express your explicit approval to the Terms without the need for any additional formalities. If you do not agree with the provisions of the Terms, then we kindly ask you to immediately stop using the Proficircle platform, unless otherwise agreed in writing with a specific supplier or for the particular tender.

1. Definitions. User account

 1) “Company”, “We” or “our” means the company Proficircle SA, a Swiss legal entity, headquartered in rue du Môle 1, 2000 Neuchâtel, Switzerland, registered with the Trade Registry under CHE-101.662.121;

 2) “Buyer” means any legal entity who is registered and uses the Proficircle platform while accepting these Terms and who wishes to buy goods from the Sellers or benefit from the services provided by the Suppliers registered on the Proficircle platform;

 3) “Supplier” means any legal entity registered on the Proficircle platform to provide services to the Buyers, following the procedures defined on the platform for the tender or direct sale that takes place within the Platform;

 4) “Seller” means any legal entity registered on the Proficircle platform to sell goods to the Buyers, following the procedures defined on the platform for the tender or direct sale that takes place within the Platform;

 5) “User” refers to the Buyer, Supplier, or Seller. Any provision referring to the notion of User shall be applicable to all three categories.

1.2. In order to have access to all features available for each type of User, namely the Buyer, Supplier, or Seller, you must log in and create a User Account on our Platform, fill in the mandatory fields, and select the category/type of product or service applicable to you.

1.3. In order to create the User Account, we need, among others, your name and surname, email address, and phone number. You must supply exact, current, and complete information for the User Account to be created.

1.4. It is forbidden to use the accounts of other persons to connect to the Proficircle platform.

1.5. When you use the User Account, you must take the following precautions:

 (i) choose a strong password;

 (ii) keep and promptly update, as necessary, the information of the User Account;

 (iii) protect the identification data of your User Account and access to your Account.

1.6. You confirm and agree that you are responsible for all activities taking place in your User Account and you accept all risks of any authorized or unauthorized access to your User Account, insofar as the law allows.

2. Use and Functioning of the Proficircle Platform

2.1. The Company offers the Buyer, based on the account created, access to the Proficircle platform where it may buy goods from the Sellers and/or benefit from the services provided by the Suppliers.

2.2. Any sale of goods by the Sellers or provision of services by the Suppliers is subject to the provisions of these Terms.

2.3. The procedure related to the tender taking place on the Proficircle platform is as follows:

 1) The Buyer sends a request through the contact form, with the possibility of attaching a drawing of the warehouse or room and a detailed request, which will be assigned to a Technical Consultant (“CT”).

 2) The Buyer must register an account on the Proficircle Platform.

 3) After being contacted by the CT, the Buyer uploads a Request for Projection (“RFP”) on the Proficircle platform, containing all details of the project. Alternatively, the Buyer may fill in an RFP template. Where necessary, the CT may offer technical assistance in filling in the RFP.

 4) The designer, either appointed by the CT or chosen by the Buyer, shall review and amend the RFP where necessary. Subsequently, the final version of the RFP must be signed by the Buyer.

 5) The Buyer establishes the terms and conditions of the tender for the services and/or goods.

 6) Through the Proficircle Platform, Suppliers and/or Sellers deemed most appropriate, in the Buyer’s opinion, to fulfill the tender’s terms and conditions are invited to the tender. Alternatively, the Buyer may designate certain Suppliers and/or Sellers. The invitation for tender may also be made to service providers or sellers of goods who do not have an account on the Proficircle Platform, at the Buyer’s discretion.

 7) The Suppliers and/or Sellers, after receiving the invitation, must confirm their participation in the tender and send the offers in response to the Buyer’s requests.

 8) The offers must contain information regarding the costs for transportation and installation, mounting or software, as applicable. The offers must also include a brief description of parameters such as equipment price, product weight, goods volume, color, material type, guarantee period, optional post-sale services, quality certificates, manufacture duration, transportation and installation duration, a preliminary version of the respective agreement, and the corresponding offer.

 9) The tender may last between 2 and 30 working days.

 10) At the end of the tender, the Buyer may choose one of the 3–5 best offers, organized based on the parameters previously selected by the Buyer.

 11) Following notification of the tender winner, the Buyer and the Supplier or Seller shall sign the agreement/PO. The Parties may use the agreement models proposed by the Proficircle Platform, to be modified according to the commercial terms agreed between them.

2.4. As an alternative to the provisions in Article 2.3, the Buyer may choose to buy goods directly from the Sellers through direct acquisition. If the tender option is chosen by the Buyer, the Buyer may not simultaneously engage in a direct acquisition procedure with the Suppliers or Sellers participating in the tender. If, despite participating in the tender, the Buyer trades directly with the Supplier and/or Seller, then, pursuant to the penalty clause herein, the Supplier and/or Seller shall be obliged to pay in full the fee related to the respective transaction within 5 business days. The Supplier and/or Seller shall be liable for even the slightest fault, without the need to prove the existence of any prejudice. The fee is calculated according to the provisions of Article 3 of these Terms.

2.5. As a result of the steps indicated above, the Company, via the Proficircle Platform, has access to and processes certain information contained in the electronic accounts of registered Buyers, Suppliers, and Sellers, in accordance with the provisions of the Confidentiality Policy accessible on Proficircle.

2.6. During the use of the Proficircle Platform, the User may at any time:

 1) add, modify, or erase the RFP from their account;

 2) add or change credit card details used for making payments;

 3) access the settings, where more details about the Proficircle Platform may be read;

 4) view the history of transactions;

 5) modify the price plan (“Subscription”) on which they use the Proficircle Platform by switching to a higher or lower plan, as applicable.

2.7. The User is responsible for keeping the identification and connection data related to their account in a safe and secure place to prevent or reduce the chances of unauthorized access to the account created on the Proficircle Platform.

2.8. If, during the use of the Proficircle Platform, the User notices any elements that might indicate the inappropriate functioning of the Platform, they may notify the Company by sending an email to contact@proficircle.com.

2.9. Insofar as the personal data provided by the User upon registering on the Proficircle Platform are false, inaccurate, or incomplete, the Company may, upon direct observation or notice thereof, cancel or temporarily suspend the User’s access to their account or the operations conducted within that account, in whole or in part, or refuse to supply any or all services available on the Proficircle Platform.

2.10. The Company is not a party to the contract for the sale of goods or the provision of services concluded between the Buyer and the Supplier or Seller. For clarity, please refer to the provisions of Chapter 5 on Limitation of Liability.

3. Subscriptions (optional) and payments (Unless Otherwise Concluded in Writing)

3.1. The use of the Proficircle platform may be done for free, pursuant to a trial account, or against the payment of a subscription, depending on the functionalities the User wants to access.

3.2. The price due for each type of subscription may be consulted at Proficircle.

3.3. Depending on the selected Subscription, the User has the rights mentioned at Proficircle.

3.4. In order to pay the subscription amount, the User shall be notified to insert credit card data it wants to use for the payment. The credit card may be modified by the User at any time, after the initial configuration.

3.5. The Company reserves its right to modify the prices of the subscription indicated at Chapter 3 of the Terms, respectively from https://www.proficircle.com/homes/terms, which shall be applicable starting with the next payment. For the avoidance of any doubt, the new use rates shall not apply to the rates valid on the date when the use rates are applicable.

3.6. Waiving any type of paid subscription does not give the User the right to the reimbursement of the afferent rate.

3.7. In case the Company cannot debit the credit card introduced by the User for the subscription price, the Company shall send an e-mail notification to the User, using the e-mail address introduced by the User upon the configuration of the account, informing it about this impossibility and shall ask for the indication of another credit card. If the User fails to introduce a valid credit card within 24 hours as from the communication date of the notification, its account shall be suspended for a period of 30 days, until the entire payment of the outstanding amount takes place. If, after this period elapses, a valid credit card is not added, the User account will be deleted. The deletion of the account does not give the User the right to the reimbursement of the subscription price.

3.8. After the end of a subscription period for which the User paid the subscription, a new period, with an identical duration as the initial one, shall start, and a new subscription price shall be automatically debited from the credit card introduced by the User;

3.9. At any time during the use of any of the Platform versions, the User may express its desire to use another version of the Platform. If the User uses one of the Platform versions for which the Company charges a subscription price and wants to use the trial version of the Platform, this option shall be saved within the Platform and shall be reflected starting with the next day after the subscription of the version used by the User ends. For the avoidance of any doubt, in this case, the Company shall not reimburse any part of the subscription price to the User.

3.10. The fee shall be paid only by the Supplier/Seller and is calculated as part of the transaction sum. The fee afferent to each transaction shall be transferred within 15 calendar days after signing the delivery-receipt minutes or shall be automatically charged from the credit card introduced by the User into its Account. The value of the fees is provided in the contract.

3.11. The Company invoices the fee to the Supplier or Seller within maximum 15 calendar days after the completion of the work, irrespective of the term indicated by them to the Buyer.

4. Modification of the Terms

4.1. The Terms may be modified at any time by the Company without prior notice to the User. By continuing to access and/or use the Proficircle Platform, the User is deemed to have given consent to such modifications.

4.2. The Company may suspend or interrupt, temporarily or permanently, access to any part or feature of the Proficircle Platform.

4.3. The Company shall not be liable for the modification of the Terms or for the replacement or disabling of access to any part or feature of the Proficircle Platform.

5. Limitation of Liability

5.1. The Company is not liable, under any circumstances, for any damage caused directly or indirectly, or for any direct or indirect loss of income resulting from the use or interruption of the services offered by the Proficircle Platform.

5.2. The Company acts solely as an intermediary for the direct tender/sale of goods or services and is not involved in, nor does it control, the actual transaction between the Buyer and the Supplier or Seller. Therefore, the Company is not liable for:

 1) the quality, safety, legality, truth, or accuracy of the offers or information provided by the Users;

 2) the RFPs published by the Buyer;

 3) the Buyer’s solvency or capacity to pay;

 4) the ability to deliver the goods or services by the Sellers or Suppliers.

5.3. The Proficircle Platform provides the User with answers to frequently asked questions related to its use. The User may contact the Company at any time regarding any aspect of the Platform. In this context, the Company is not liable for any prejudice caused by the inappropriate use of the Platform.

5.4. The User is solely responsible for all actions performed through the Proficircle Platform.

5.5. You acknowledge and agree that, to the extent permitted by law, the Company shall not be liable to the User or any third party for any incidental, indirect, special, significant, typical, or punitive damages, including but not limited to damages for loss of profit (whether directly or indirectly caused), loss of goodwill or trading reputation, loss of data, the cost of obtaining substitute goods or services, or any other intangible losses, regardless of the cause of liability (contract, warranty, tort, strict liability, product liability, or otherwise), even if the Company was advised of the possibility of such damages.

5.6. You understand and agree that the Company is not liable for any failure or delay in fulfilling its obligations resulting from any cause beyond its reasonable control, including but not limited to acts or omissions of third parties, earthquakes, fires, floods, governmental actions, acts of terrorism, labor conditions, blackouts, internet disruptions, or other server interruptions affecting the Proficircle Platform.

5.7. You acknowledge that the Proficircle Platform is available on the Internet and accept the inherent security risks associated with such applications and websites, including but not limited to the risk of losing Internet connectivity, exposure to malicious programs, hardware or software defects, and unauthorized access to your User Account by third parties. Accordingly, you agree that the Company shall not be liable for any defects, communication failures, delays, errors, or breaches of security that may occur.

5.8. We use third-party products for payment processing (“Payment Processors”) on the Proficircle Platform. Payment processing may be subject to the terms, conditions, and confidentiality policies of the Payment Processors, in addition to these Terms. In this regard, the User agrees to the Terms, Conditions, and Confidentiality Policy of PayPal B2B or any other agreed payment method, as described in the payment section of the Proficircle Platform.

5.9. The Proficircle Platform may contain hyperlinks to third-party websites, applications, or resources. These links are provided solely for the User’s information. Due to the volatile nature of information on the Internet, the Company cannot control the content of these external sources and is not responsible or liable for the use or availability of third-party websites, their content, advertising, or other materials available on them.

5.10. Additional Liability Provisions

(a) No Involvement in Third-Party Transactions

Proficircle (the “Company”) is not a party to and has no control over any transactions, agreements, or contracts entered into between Buyers, Suppliers, or Sellers through the Platform. Accordingly, the Company shall not be liable for any damages—direct or indirect—arising from or related to such third-party relationships, including but not limited to breach of contract, product defects, delivery failures, or service-level disputes.

(b) Liability for Direct Damages

Notwithstanding the exclusions and limitations stated in Sections 5.1–5.9, the Company shall only be liable for direct damages that are (i) proven to be caused solely by the Company’s willful misconduct or gross negligence, and (ii) confirmed by a final, non-appealable judgment of a competent court. “Direct damages” means actual, documented losses incurred as the immediate and direct result of the Company’s own actions or omissions. The burden of proof lies with the User claiming such damages.

(c) Limitation of Amount

In any event, the total aggregate liability of the Company for any direct damages under these Terms and Conditions shall not exceed an amount equal to two percent (2%) of the total fees, unless otherwise required by applicable mandatory law. For the avoidance of doubt, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages.

(d) Reservation of Defenses

No claim for direct damages shall be payable unless and until it is established under paragraph (b) above. The Company reserves all other rights, defenses, and limitations available under these Terms and Conditions and applicable law.

(d) Reservation of Defenses

The Company reserves all rights, defenses, and limitations available under these Terms and Conditions and applicable law, and no direct damage claim shall be payable until it is established under paragraph (b) above.

6. User Content and Conduit

6.1. The User is solely responsible for the content created, transmitted, and/or distributed through the Proficircle Platform (“User Content”).

6.2. The User may not create, transmit, or distribute any User Content that:

 ● is prohibited or illegal, constituting, encouraging, or providing instructions for a crime, infringing upon the rights of any third party, or otherwise creating liability or violating any local, national, or international law;

 ● contains denigrating, profane, obscene, pornographic, sexually explicit, indecent, vulgar, violent, harassing, malicious, threatening, offensive, discriminatory, abusive, or advertising elements, including any fraudulent, misleading, or otherwise unpleasant elements;

 ● impersonates any individual or entity or misrepresents affiliation with any individual or entity without authorization;

 ● may in any way infringe upon any patent, trademark, trade secret, copyright, or any other intellectual property right;

 ● is intended to mislead or deceive other Users of the Proficircle Platform;

6.3. The User is solely liable for its conduct while accessing or using the Proficircle Platform.

6.4. The User agrees to use the Proficircle Platform solely for lawful purposes in compliance with these Terms and all applicable laws and regulations.

6.5. The User agrees not to engage in or allow any third party to engage in any of the following:

 ● Using the Proficircle Platform for any illegal or unauthorized purpose or encouraging or promoting any illegal activity or breach of these Terms or any other rules or policies established by the Company;

 ● Violating any third party’s legal rights or legitimate interests, including, but not limited to, transmitting or making available content that infringes on intellectual property rights;

 ● Removing any copyright, trademark, or other intellectual property notices from the Proficircle Platform or any part thereof;

 ● Modifying, adapting, hacking, or translating the Proficircle Platform;

 ● Using any robot, spider, crawler, scraper, or other automated means or interfaces not supplied by the Company to access the Proficircle Platform or extract data;

 ● Implying any affiliation with the Proficircle Platform or the Company without prior express approval;

 ● Uploading, sending, distributing, or otherwise disseminating any User Content that may be construed as denigrating, illegal, fraudulent, obscene, harassing, or otherwise offensive;

 ● Distributing any harmful components, such as worms, viruses, Trojan horses, corrupt files, or defects;

 ● Impersonating any other individual;

 ● Exploiting the Proficircle Platform for any unauthorized commercial purpose;

 ● Accessing or using the Proficircle Platform for the purpose of creating a product or service that competes with those developed by the Company.

7. Intellectual Property

7.1. The Company holds all rights over the content of the Proficircle Platform, including but not limited to images, texts, trademarks, logos, web design elements, scripts, applications, databases, copyrights, and related rights. Accordingly, it is forbidden to use any content from the Proficircle Platform without the prior written consent of the Company.

7.2. Unless otherwise indicated by the Company, all elements of the Proficircle Platform, including its entire content and materials, are owned by the Company and are protected by intellectual property rights. For clarity, visual interfaces, designs, texts, graphics, images, systems, information, data, methods, software, computer code, organization, services, and any documentation or auxiliary materials provided by the User are the property of the Company and are protected by copyrights, patents, trademarks, designs, trade secrets, or any other applicable intellectual property rights.

7.3. The User may use the Proficircle Platform and its content solely for the purpose of acquiring goods and/or services from the Sellers or Suppliers via tender or direct sale.

7.4. Any use of the Proficircle Platform or its content for purposes other than those expressly stated herein, without the prior written consent of the Company, is strictly prohibited.

8. Applicable Law. Litigations

8.1. The Terms and any contractual obligations arising from or in relation to them shall be governed by Swiss law.

8.2. The Parties involved in any dispute shall first attempt to settle the conflict amicably.

8.3. If an amicable settlement is not reached, Swiss courts shall have exclusive jurisdiction to resolve any litigation related to the use of the Proficircle Platform and these Terms.

9. Final Provisions

9.1. If any provision of these Terms is deemed illegal, null, or inapplicable, such provision shall be considered separate from these Terms and shall not affect the validity or applicability of any remaining provision.

9.2. The applicability of these Terms is solely at the discretion of the Company, and failure to enforce any provision in certain situations does not constitute a waiver of the Company’s right to enforce that provision on other occasions.