This document constitutes the Terms and Conditions (referred to as the "Agreement") that govern your access to and utilization of the online platform, including all related websites, applications, APIs, and services (collectively referred to as the "Platform"), through which quotation, procurement, transaction management, and related services are facilitated.
The Platform is owned and operated by Quotable Ventures, Inc., a Delaware corporation, together with its affiliates (collectively referred to as the "Company," "Quotable," "we," "us," or "our").
By accessing or utilizing the Platform, you hereby enter into a legally binding agreement governed by the terms set forth herein. Prior to commencing use of the Platform, it is imperative that you carefully review this Agreement in its entirety. Should you disagree with any provision contained herein, you are obligated to refrain from accessing or using the Platform.Your data is used solely for the purposes outlined in this Agreement and our Privacy Policy, including but not limited to processing RFQs, facilitating communication between parties, enabling transactions, improving platform functionality, and supporting automated or AI-assisted workflows.
IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS.
IMPORTANT NOTICE REGARDING PAYMENT SERVICES: IF YOU USE THE PAYMENT FUNCTIONALITY OF THE PLATFORM, THE PAYMENT SERVICES ADDENDUM ALSO APPLIES TO YOU. THAT ADDENDUM IS A SEPARATE AGREEMENT BETWEEN YOU AND THE PAYMENT SERVICES PROVIDER IDENTIFIED IN IT. IT (A) APPOINTS QUOTABLE AS YOUR AUTHORIZED REPRESENTATIVE WITH FULL AUTHORITY TO MANAGE FUNDS HELD IN AN ACCOUNT OPENED IN YOUR NAME, (B) IS GOVERNED BY THE LAWS OF IRELAND AND THE EXCLUSIVE JURISDICTION OF THE IRISH COURTS, AND (C) IS NOT SUBJECT TO THE ARBITRATION PROVISION IN THIS AGREEMENT.
ACCEPTANCE OF THIS AGREEMENT
You accept this Agreement by checking the acceptance box presented during registration or onboarding, by clicking a button indicating acceptance, or by accessing or using the Platform, whichever occurs first. The two acceptance boxes presented at onboarding covers both this Agreement and the Payment Services Addendum, each of which is made available to you by hyperlink at the point of acceptance.
If you use the payment functionality of the Platform, you will be asked to accept the Payment Services Addendum separately. Payment functionality will not be enabled for your account until you have done so.
You represent that you are acting on behalf of the legal entity identified in your account, that you have authority to bind that entity, and that all information you provide is accurate and complete. References in this Agreement to "you" or "your" mean that entity.
We maintain a record of your acceptance, including the date and time, the account and user submitting acceptance, and the version of each document accepted. You may request a copy of that record at any time.
We may update this Agreement or the Payment Services Addendum from time to time. Where an update materially affects your rights or obligations, we will give you prior notice through the Platform or by email and a reasonable opportunity to accept the updated terms or to stop using the affected functionality.
THE PLATFORM AND SERVICES
The Platform serves as a technology solution that enables users to create, manage, and process commercial transactions, including but not limited to Requests for Quotation (RFQs), quotations, purchase orders, sales orders, invoices, delivery records, payment requests, and related documentation (collectively referred to as the "Services").
The Platform may connect users with third-party businesses, suppliers, or service providers (collectively referred to as "Brands" or "Users"), who may offer goods or services through or in connection with the Platform.
It is expressly acknowledged that the Company operates solely as a provider of software and technology infrastructure, and does not act as a buyer, seller, broker, agent, distributor, or party to any transaction between users, unless explicitly stated otherwise in writing or except as expressly provided in the section titled "Payment Services" below.
FOR ALL USERS AND BRANDS
All users and brands on the Platform operate as independent entities and are not affiliated with, nor do they serve as employees, agents, or representatives of the Company. The role of the Platform is strictly confined to facilitating workflows, communication, and documentation related to transactions, except that Quotable acts as your authorized representative for the limited purposes described in the section titled "Payment Services" below.
Each user is solely responsible for:
- The accuracy and completeness of information submitted
- The commercial terms agreed upon with other users
- Compliance with all applicable laws, regulations, and industry standards
The Company does not guarantee the quality, legality, performance, delivery, pricing, or suitability of any goods or services offered through the Platform.
Should you find any transaction or interaction unsuitable, you retain full discretion to discontinue engagement and transact with alternative parties.
AI FEATURES AND AUTOMATED PROCESSING
The Platform may utilize artificial intelligence, machine learning, or automated systems to extract, structure, analyze, or generate data, documents, recommendations, or workflows.
You acknowledge, agree, and understand that:
- AI-generated outputs may contain inaccuracies, omissions, or errors
- Such outputs are provided for informational and operational assistance only
- You are solely responsible for reviewing, validating, and approving all outputs prior to reliance or execution
The Company does not warrant the accuracy, completeness, or reliability of AI-generated results and shall not be liable for any decisions, actions, or outcomes arising from reliance on such outputs.
PAYMENT SERVICES
Defined terms. In this section and in the Payment Services Addendum:
- "Payment Services Provider" means the regulated financial institution identified in the Payment Services Addendum, which provides the collection, holding, currency conversion, and payout services made available through the Platform. We may change or add a Payment Services Provider on prior notice to you, in which case an updated Payment Services Addendum will apply.
- "Payment Services Addendum" means the addendum set out in here, as updated from time to time.
- "Global Account" means the virtual collection account opened by the Payment Services Provider in your name, on our instruction and for your benefit, through which funds may be received, held, converted, and paid out across multiple currencies.
- "Funds Flow" means the receipt, holding, conversion, and payout of funds through the Global Account.
- "Payment Instruction" means an instruction issued by Quotable to the Payment Services Provider on your behalf in relation to the Funds Flow, including the booking of a foreign exchange rate.
- "Nominated Account" means the account you designate to receive transfers out of the Global Account.
Role of the Company. Quotable is a technology platform provider. Quotable is not a bank, financial institution, money transmitter, or payment institution. Quotable does not hold, custody, or take any ownership or other interest in your funds. Funds in the Global Account remain owned by you at all times. Regulated payment services are provided solely by the Payment Services Provider, which is responsible for its own licensing, anti-money laundering, know-your-customer, and other regulatory obligations.
The Platform may facilitate payment-related functionalities through integrations with third-party payment processors, financial institutions, or service providers (collectively referred to as "Payment Providers"). The Payment Services Provider is a Payment Provider.
All payment transactions are subject to the terms, conditions, and policies of the applicable Payment Provider, and you agree to comply with such terms. We do not guarantee the success, timing, or security of any payment transaction.
Appointment of Quotable as your authorized representative. By accepting the Payment Services Addendum, you appoint Quotable (and its personnel) as your authorized representative for the purpose of managing the Funds Flow and making decisions on your behalf in relation to the Funds Flow. That appointment includes authority to:
- access the Funds Flow under a single logon issued to Quotable and assignable by Quotable to persons it nominates;
- issue Payment Instructions, including bookings and payments, on your behalf;
- pay, settle, and discharge fees and penalties arising from the Funds Flow out of funds in the Global Account; and
- exercise any other power reasonably necessary to give effect to the foregoing.
Quotable will act within the bounds of that authority and in accordance with your instructions given through the Platform. Quotable does not own or hold any interest in the funds in the Funds Flow.
Revocation. You may revoke this authorization at any time by written notice to us at legal@getquotable.ai. To be effective against the Payment Services Provider, you must also notify the Payment Services Provider directly, using the contact details in the Payment Services Addendum. Until the Payment Services Provider receives that notice, it is entitled to rely on Payment Instructions issued by Quotable on your behalf. Revocation will disable the payment functionality of the Platform for your account and may prevent settlement of transactions already in progress.
Your obligations. You must:
- satisfy and continue to satisfy all know-your-customer, anti-money laundering, sanctions, and other due diligence requirements of the Payment Services Provider, and provide the information and documents we request for that purpose;
- ensure that all information underlying a Payment Instruction, including beneficiary details, account numbers, amounts, and currencies, is accurate and complete;
- not use the Global Account to receive or make fraudulent payments, and acknowledge that doing so is a misuse of the payment services and may result in your access being blocked and funds being withheld; and
- promptly notify us of any change in your ownership, control, beneficial owners, or authorized personnel.
Suspension and withholding. The Payment Services Provider may suspend or withdraw the payment services, block access to the Global Account, or withhold funds where it considers this necessary to meet its legal or regulatory obligations, or where a payment is alleged to be fraudulent or is subject to a recall or reimbursement claim. The Payment Services Provider engages with Quotable rather than with you in these circumstances, and Quotable will notify you. Quotable is not responsible for any suspension, block, or withholding imposed by the Payment Services Provider.
Fees. Fees applicable to the payment functionality, including account maintenance, receipt, payout, foreign exchange margin, and exception fees, are disclosed to you through the Platform before you use the relevant functionality. You authorize us to settle those fees out of funds in the Global Account.
Allocation of responsibility. The Payment Services Provider is responsible for losses and delays caused by its own errors in the Funds Flow, subject to the limits set out in the Payment Services Addendum. Quotable is not responsible for, and you release Quotable from liability for, any loss arising from inaccurate, incomplete, or unauthorized information you supply in connection with a Payment Instruction. You will indemnify and hold Quotable harmless against any claim, loss, fee, penalty, or expense arising from such information or from your breach of this section.
Availability. The payment functionality is not available in every jurisdiction. We may decline to enable, or may withdraw, payment functionality for you or for a transaction where the Payment Services Provider does not hold the necessary regulatory authorization or where we or the Payment Services Provider are otherwise unable to provide it.
LIMITATION OF LIABILITY AND DISCLAIMER
While we endeavor that the Services provided through our Platform prove advantageous to your business operations, it is incumbent upon you to acknowledge and agree that they may not invariably represent the optimal solution for all use cases.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.
YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INTERRUPTION OF OPERATIONS.
YOU FURTHER AGREE THAT THE COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FOR THE AVOIDANCE OF DOUBT, THE COMPANY IS NOT LIABLE FOR THE ACTS, OMISSIONS, ERRORS, DELAYS, SUSPENSIONS, OR REGULATORY DETERMINATIONS OF ANY PAYMENT PROVIDER, INCLUDING THE PAYMENT SERVICES PROVIDER. CLAIMS RELATING TO THE PAYMENT SERVICES THEMSELVES ARE GOVERNED BY THE PAYMENT SERVICES ADDENDUM.
PRIVACY AND SECURITY
Ensuring the protection and security of any information you disclose through the Platform is of paramount importance to us. Details regarding our security measures and privacy practices are outlined in our Privacy Policy.
BY USING THE PLATFORM, YOU EXPRESSLY CONSENT TO THE COLLECTION, USE, AND PROCESSING OF YOUR DATA AS DESCRIBED IN THE PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.
If you use the payment functionality of the Platform, you further consent to us providing your information, personal data, and documents to the Payment Services Provider and its subcontractors and subprocessors as necessary to satisfy due diligence, sanctions screening, and regulatory requirements, and you acknowledge that this will involve processing outside your home country. Where that information includes personal data of your representatives, personnel, or beneficial owners, you confirm that you have provided all notices and obtained all consents or other legal bases necessary for that processing.
INTELLECTUAL PROPERTY
The Platform and all associated intellectual property rights are owned by the Company, its licensors, or content providers.
This Agreement does not transfer any ownership rights to you. Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for your business purposes.
THIRD-PARTY CONTENT
The Platform may include content, integrations, or links to third-party services. The Company does not control or endorse such third-party content and shall not be responsible for any damages or losses arising from its use. This section does not limit the section titled "Payment Services," which governs the payment functionality of the Platform.
ARBITRATION
This section shall be referred to as the "Arbitration Agreement."
Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Platform shall be resolved through final and binding arbitration administered by the American Arbitration Association (AAA), in accordance with its applicable rules.
This Arbitration Agreement applies to disputes between you and the Company. It does not apply to disputes between you and the Payment Services Provider arising out of or relating to the Payment Services Addendum or the payment services provided under it. Those disputes are governed by the Payment Services Addendum, which is subject to the laws of Ireland and the exclusive jurisdiction of the courts of Ireland.
The arbitration shall be conducted in English and may be conducted remotely or in a mutually agreed location within the United States.
YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
SUBSCRIPTION
We may offer subscription-based access to certain features of the Platform.
Subscriptions:
- Renew automatically unless canceled prior to the renewal date
- Are billed on a recurring basis
- May be modified in pricing with prior notice
You are responsible for all charges incurred under your account.
ACCOUNT, REPRESENTATIONS, AND CONDUCT
You represent and warrant that:
- You have the legal authority to enter into this Agreement
- All information provided is accurate and complete
- You will maintain the confidentiality of your account credentials
You agree not to:
- Use the Platform for unlawful purposes
- Interfere with system operations
- Upload malicious or harmful content
- Misrepresent transactions or data
You shall indemnify and hold the Company harmless from any claims arising from your use of the Platform.
MODIFICATIONS AND TERMINATION
The Company reserves the right to modify, suspend, or terminate the Platform or your access at any time, with or without notice. Where your account has an open Global Account balance, we will use reasonable efforts to give you notice and to arrange the return of funds to your Nominated Account, subject to any restriction imposed by the Payment Services Provider or by applicable law.
EXPORT CONTROLS AND SANCTIONS
You agree to comply with all applicable export control laws and regulations, including those of the United States, and confirm that you are not located in a sanctioned jurisdiction or listed on any restricted party list. You further confirm that you are not located in, and will not direct payments to or from, any jurisdiction in which the Payment Services Provider is not authorized to deliver the payment services.
NOTICES
We may provide notices via email, platform notifications, or other reasonable means. You are responsible for maintaining accurate contact information.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles. This provision does not apply to the Payment Services Addendum, which is governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland as between you and the Payment Services Provider.
GENERAL PROVISIONS
This Agreement constitutes the entire agreement between you and the Company, together with the Privacy Policy and the Payment Services Addendum, each of which is incorporated by reference.
Order of precedence. If there is a conflict between this Agreement and the Payment Services Addendum, this Agreement governs the relationship between you and the Company, and the Payment Services Addendum governs the relationship between you and the Payment Services Provider and the provision of the payment services. To the extent a conflict cannot be resolved on that basis, the Payment Services Addendum prevails in respect of the payment services and this Agreement prevails in all other respects.
If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The Company may assign or transfer this Agreement without restriction.
Survival. The sections titled "Payment Services" (as to accrued obligations and indemnities), "Limitation of Liability and Disclaimer," "Arbitration," "Governing Law," and "General Provisions" survive termination of this Agreement.