HINDUSTAN PETROLEUM CORPORATION LIMITED
USAGE AGREEMENT
The HPCL e-Procurement Portal provides an electronic procurement software system and
related services through which the Hindustan Petroleum Corporation Limited, a Company
incorporated under the Companies Act, 1956 and having its Registered Office at Petroleum
House,17,Jamshedji Tata Road, Mumbai 400020,Maharastra(hereinafter referred as “HPCL” the “Buyer”
which expression shall, unless repugnant to the context, include its Successors, Administrator & permitted
Assigns) and the Buyer’ contractors/vendors/suppliers (the "Vendors") can establish an
electronic platform for the tendering and bidding (“the Transactions”) of works, goods and
services. These services are accessible through the web site ("Portal"), located at
https://etender.hpcl.co.in
This Usage Agreement and the Privacy and Confidentiality Policy govern each Vendor’s use
of the Portal and participation in the Transactions, and, together, constitute the "Terms
and Conditions.” By continuing to use this Portal, each Vendor accepts and is legally
bound by these Terms and Conditions. Continued access to the Portal and its services,
including without limitation, all licenses granted hereunder, is subject to compliance with
the Terms and Conditions and any breach of the Terms and Conditions will be pursued
by legal action to the fullest extent possible.
The Terms and Conditions, including the Usage Agreement and the Privacy Policy, may be
modified at any time without notice and any such modification shall be effective
immediately upon posting. By agreeing to these Terms and Conditions, Vendors agree to
periodically review the Terms and Conditions and be bound by any modifications or
amendments thereto.
Vendors, if they have any questions about the Terms and Conditions are invited to contact
Help Desk.
1. Vendor’s Warranties:
Through this Portal, Vendors can participate in the Tenders floated through Buyer.
USERS OF THE PORTAL REPRESENT AND WARRANT THAT THEY (1) ARE DULY
AUTHORIZED TO CONSENT TO THESE TERMS AND CONDITIONS ON BEHALF
OF THEIR RESPECTIVE COMPANIES; (2) CAN FORM LEGALLY BINDING
CONTRACTS UNDER APPLICABLE LAW; (3) HAVE THE RIGHT TO GRANT THE
INTELLECTUAL AND INFORMATIONAL PROPERTY RIGHTS AT ISSUE UNDER
THIS AGREEMENT, AND THAT SUCH GRANTS DO NOT INFRINGE THE RIGHTS
OF ANY THIRD PARTY; AND (4) ARE COMMERCIAL BUSINESSES, FOR
PURPOSES OF USING THIS PORTAL.
2. IDs, passwords and digital certificates:
User IDs, passwords, and digital certificates are confidential and proprietary. It is a
violation of the Terms and Conditions for a User to disclose its password or share its ID,
password, or digital certificate with any unauthorized third parties, or to use its ID,
password, or digital certificate for any unauthorized purpose. Each User, and not the
Consortium, is solely responsible for any unauthorized use of User's ID, password, or
digital certificate.
You agree to (a) immediately notify buyer of any unauthorized use of IDs and password or
any other breach of security, and (b) ensure that you log-out from your account at the end
of each session. Buyer cannot and will not be liable for any loss or damage arising from
your failure to comply with the foregoing.
3. Transacting on the Portal:
The specific terms and conditions of each Transaction (such as pre-qualification criteria,
technical requirements, pricing, warranties, delivery, etc.) entered into through the Portal
are established between the Buyer and Vendor. The Portal is a venue through which the
Buyer and the Vendors can transact. The Buyer decides with whom to do business.
4. No warranty
BY ASSENTING TO THESE TERMS AND CONDITIONS, VENDORS ASSUME ANY
AND ALL RESPONSIBILITY AND RISK OF USE OF THE PORTAL AND ANY
PRODUCTS OR SERVICES CONTAINED THEREIN. THE BUYER PROVIDE THE
PORTAL AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY
OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. THE BUYER
EXPRESSLY DISCLAIM ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT
LIMITED TO, THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR
ERROR-FREE.
5. Good Faith and Fair Dealing
Each User hereby agrees to act in accordance with the principles of good faith and fair
dealing when transacting on or through the Portal. The Buyer reserves the right to
investigate any allegation or evidence of any User's failure to abide by the principles of
good faith and fair dealing in connection with its use of the Portal, and to fashion and
enforce remedies, in its sole but reasonable discretion, in order to address any violation of
such principles.
6. Information posted on the Portal
Vendors shall not post information on the Portal that is, or offer Products or services for
sale that are:
fraudulent or related to the sale of counterfeit or stolen items;
infringing of any third party's rights, including but not limited to copyright, patent,
trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
transmitted anonymously or labelled under a false name;
in violation of any applicable law, statute, rule or regulation (including without
limitation those governing export control, consumer protection, unfair competition,
cartelisation, government/public sector procurement, anti-discrimination or false
advertising);
obscene, indecent or pornographic;
defamatory, trade libellous, threatening or harassing; or
Unsolicited or unauthorized advertisements, promotions, or other forms of
solicitation.
7. Compliance with laws
Each User shall comply with all applicable laws, statutes, ordinances and regulations
regarding the use of the Portal, bidding on and retrieval of information. Each User hereby
acknowledges that the Buyer has an express policy of complying with Government and
Competition laws, in particular with respect to Government rules, and that the operation
of the Portal is not intended to facilitate collusion or other illegal agreements among
competitors. Accordingly, each User hereby represents and warrants that it does not
intend to and will not use the Portal to violate Competition laws or Government
procurement rules and will not knowingly act as a conduit or intermediary for price-fixing
or any other anti-competitive agreement among competitors.
8. Intellectual and Informational Property; Ownership:
"User Information" shall include any information a User transmits to the Portal, or
provides to the Buyer, including without limitation, all information provided in the
registration, listing, or buying and selling processes. User Information includes Contact
Information and Transactional Data as further described in the Privacy and Confidentiality
Policy. Vendors retain sole ownership of their User Information. "The Buyer Information"
includes, without limitation, all data, reports, analysis, marketing strategies, sales
estimates, and performance results, developed or derived in connection with the operation
of the Portal.
So that the Buyer does not violate any rights a User has in its User Information, each User
hereby grants to the Buyer a non-exclusive, worldwide, perpetual, irrevocable, royalty-
free, sub-licensable (through multiple tiers) right to reproduce, transmit, distribute, and
publicly display such information, and create derivative works from such information, in
connection with the operation of the Portal, and the Buyer’s marketing, publicity and
advertisement thereof in any form and media now known or currently unknown. User
Information will be used in accordance with the then-current Privacy and Confidentiality
Policy, incorporated herein by reference.
The Portal and all such intellectual property rights included therein (including but not
limited to copyrights, trademarks and service marks), are owned or licensed by, and all
such right, title and interest therein shall remain the property of, the Buyer. Vendors shall
not remove any copyright, trademark or other intellectual property or proprietary notice
or legend contained on the Portal or its content.
9. System Integrity
Each User hereby agrees not to tamper in any way with the software or functionality of
the Portal. Without limiting the foregoing, each User agrees not to put any computer
programs, information or data into the Portal which contains any viruses, time bombs,
Trojan horses, worms, cancelbots or other computer programming routines that may
damage, interfere with, intercept or expropriate any system, data or information.
10. Confidentiality
Vendors are responsible for implementing sufficient firewalls, protections, procedures and
checkpoints to satisfy their particular requirements for the protection of their systems
and/or accuracy of data input and output, and for maintaining a means external to the
Buyer for the reconstruction of lost data. Vendors agree not to disclose any other User
Information including, without limitation, all information provided during the buying and
selling processes. Vendors agree not to invade another User's privacy, including, but not
limited to, the breach or attempted breach of the security of another's computer, software
or data. Use or distribution of tools designed for compromising privacy or security is
strictly prohibited.
11. License
Subject to the Terms and Conditions, The Buyer hereby grants each User a personal, non-
transferable, non-exclusive, non-sub-licensable license to use the software and the user
interface for viewing and otherwise using the Portal and its services in accordance with
the Terms and Conditions, and for no other purpose. All rights, title and interest in and
to the software, user interface and content made available from, on or through this Portal
shall belong to the Buyer, including all modifications thereof and enhancements thereto.
The software and user interface made available from, on or through this Portal may not
be copied, modified or distributed by Vendors, nor may derivative works be prepared
therefrom. The license granted pursuant to the Terms and Conditions is solely for the
internal use of Vendors and may not be used for any time sharing or service bureau
purposes outside of User's organization. Vendors shall not reverse engineer, decompile, or
otherwise translate, in any way, the software and user interface made available from, on
or through this Portal. Vendors shall have no right or claim of right to the software or any
unique ideas found on this Portal. No ownership rights are granted to Vendors hereunder
and no title is transferred hereby.
12. Our relationship
Vendors and The Buyer are independent and no partnership, joint venture or franchisor-
franchisee relationship is intended or created by this Usage Agreement, or the Terms and
Conditions.
13. Termination
In its sole discretion, the Buyer may restrict or terminate any User's usage of the Portal
products or services, postings, or current bids immediately if said User breaches any of
the Terms and Conditions, or if the Buyer is unable to verify or authenticate any
information provided by the User. In its sole discretion, the Buyer can enforce this
provision against individual employee-Users of a Vendor, or the Vendor itself. Vendors
may terminate their User IDs and passwords at any time. Notice of termination must be
provided in accordance with the requirements set forth in Section 16.
14. Statute of Limitations
Each User agrees that regardless of any statute or law to the contrary, any claim or cause
of action arising out of or related to the use of the Portal or these Terms and Conditions
must be filed within one (1) year after such claim or cause of action arose or be forever
barred.
15. Arbitration
1) Any controversy or claim arising out of or relating to the Terms and Conditions,
including, without limitation, this Usage Agreement, shall, after written notice by either
party to the other of them and to the Appointing Authority hereinafter mentioned, be
referred for adjudication to the Sole Arbitrator to be appointed as hereinafter provided.
2) The appointing authority shall nominate an officer/ retired officer of Hindustan
Petroleum Corporation Limited (referred to as owner or HPCL) or a retired officer of any
other Government Company in the Oil Sector of the rank of Chief Manager & above or any
retired officer of the Central Government not below the rank of a Director to the Govt. of
India, to act as the Sole Arbitrator to adjudicate the disputes and differences between the
parties. The contractor/vendor shall not be entitled to raise any objection to the
appointment of such person as the Sole Arbitrator on the ground that the said person
is/was an officer (employee) and/or shareholder of the owner, another Govt. Company or
the Central Government or that he/she has to deal or had dealt with the matter to which
the contract relates.
3) In the event of the Arbitrator to whom the matter is referred to, does not accept the
appointment, or is unable or unwilling to act or resigns or vacates his office for any reasons
whatsoever, the Appointing Authority, shall nominate another person as aforesaid, to act
as the Sole Arbitrator.
4) Such another person nominated as the Sole Arbitrator shall be entitled to proceed with
the arbitration from the stage at which it was left by his predecessor.
5) It is expressly agreed between the parties that no person other than the Appointing
Authority or a person nominated by the Appointing Authority as aforesaid, shall act as an
Arbitrator. The failure on the part of the Appointing Authority to make an appointment on
time shall only give rise to a right to a Contractor to get such an appointment made and
not to have any other person appointed as the Sole Arbitrator.
6) The Award of the Sole Arbitrator shall be final and binding on the parties to the
agreement. The work under the agreement shall however, unless suspended by the Owner,
continue during the Arbitration proceedings and no payment due or payable to the
concerned party shall be withheld (except to the extent disputed) on account of initiation,
commencement or pendency of such proceedings.
7) The Arbitrator may give a composite or separate Award(s) in respect of each dispute or
difference referred to him and may also make interim award(s) if necessary.
8) The fees of the Arbitrator and expenses of arbitration, if any, shall be borne equally by
the parties unless the Sole Arbitrator otherwise directs in his award with reasons. The
lump sum fees of the Arbitrator shall be 70,000/- per case for transportation contracts
and 1, 00,000/- for engineering contracts. Reasonable actual expenses for stenographer, etc.
will be reimbursed. Fees shall be paid stage wise i.e. 25% on acceptance, 25% on
completion of pleadings/documentation, and balance 50% on completion of arguments
and receipt of award by the parties.
9) Subject to the aforesaid, the provisions of the Arbitration and Conciliation Act, 1996 or
any statutory modification or re-enactment thereof and the rules made thereunder, shall
apply to the Arbitration proceedings under this Clause.
10) The Contract shall be governed by and constructed according to the laws in force in
India. The parties hereby submit to the exclusive jurisdiction of the Courts situated at
Mumbai for all purposes. The Arbitration shall be held at a place convenient to both parties
and failing an agreement, the Arbitrator shall decide the venue. The Arbitration shall be
conducted in English language.
11) The Appointing Authority is the Functional Director of Hindustan Petroleum
Corporation Limited.
16. Notices
Except as explicitly stated otherwise or required by law, each User shall provide any notice
to the Buyer by courier or postal mail and the Buyer shall provide any notice to User at
the email and/or courier/postal address that each User provides at registration, or such
other address as either party shall specify in a notification in accordance with this section.
Email Notices shall be deemed given one (1) working day after the email is sent, unless
the sending party receives notice that the address is invalid or the email has otherwise
failed to reach the destination email address within such period. Postal/Courier Notices
shall be deemed given upon delivery to the receiving party.
17. JURISDICTION
This Usage Agreement and the relationship between any User and the Buyer, unless
otherwise stated in a separate agreement between any User and The Buyer, shall be
governed by and construed in accordance with the laws in force in India. The parties
hereby submit to the exclusive jurisdiction of the Courts situated at Mumbai for all
purposes. Those who choose to access this Portal from other locations do so on their own
initiative and are responsible for compliance with their respective local laws.
18. Miscellaneous Provisions
These Terms and Conditions constitute the entire agreement and understanding between
the parties with respect to the User's use of the Portal, and supersede and replace any and
all prior written or verbal agreements. Headings are for reference only. A party's failure to
insist upon or enforce strict performance of any provision of the Terms and Conditions
shall not be construed as a waiver of any provision or right. Neither the course of conduct
between a User and the Buyer nor trade practice shall act to modify any provision of the
Terms and Conditions. If any particular provision of the Terms and Conditions is held to
be invalid or unenforceable, such determination shall not affect any other provision of the
Terms and Conditions which shall remain in full force and effect. In addition, if any
provision contained in the Terms and Conditions shall for any reason be held to be
excessively broad as to activity or subject, it shall be construed by limiting and reducing
it, so as to be enforceable to the extent compatible with applicable law. These Terms and
Conditions may not be assigned or transferred to third parties by any User without prior
written permission from the Buyer.
19. Copyright and trademark notices
The entire contents of the Portal are copyrighted under applicable copyright laws.
The Buyer is the exclusive owners of the copyrights.
PRIVACY AND CONFIDENTIALITY POLICY
As a general rule, this website does not collect Personal Information about you when you
visit the site automatically. You can generally visit the site without revealing Personal
Information, unless you choose to provide such information. If the HPCL website requests
you to provide personal information, adequate security measures will be taken to protect
your personal information.
Site visit data:
This website records your visit and logs the following information for statistical purposes
your server's address; the name of the top-level domain from which you access the Internet
(for example, .gov, .com, .in, etc.); the type of browser you use; the date and time you
access the site; the pages you have accessed and the documents downloaded and the
previous Internet address from which you linked directly to the site.
We will not identify users or their browsing activities, except when a law enforcement
agency may exercise a warrant to inspect the service provider's logs.
Email management:
Email address provided by you will only be used for the purpose for which you have
provided it and will not be added to a mailing list. Your email address will not be used for
any other purpose, and will not be disclosed, without your consent.
Collection of Personal Information:
If HPCL website requests you for any other Personal Information you will be informed how
it will be used if you choose to give it. If at any time you believe the principles referred to
in this privacy statement have not been followed, or have any other comments on these
principles, please notify the webmaster through the contact us page.
Note: The use of the term "Personal Information" in this privacy statement refers to any
information from which your identity is apparent or can be reasonably ascertained.
BY CONTINUING TO USE THIS SITE YOU CONSENT TO ABIDE BY THE TERMS
SET FORTH IN THESE TERMS AND CONDITIONS INCLUDING THE USAGE
AGREEMENT AND THE PRIVACY AND CONFIDENTIALITY POLICY
