Terms of Service

1. Acceptance Of Terms

These Terms of Service form a binding agreement between you and Bougainvillea Trading LLC. The agreement takes effect when you first access the website, when you submit information through the contact form, or when you accept a proposal from the Company, whichever occurs first. If you act on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms.

If any part of these terms is found to be unenforceable, the remaining parts continue in full force. A failure by the Company to enforce a provision on one occasion does not amount to a waiver of that provision. Section headings are provided for convenience and do not affect interpretation.

These terms should be read alongside the Privacy Policy published on this website, which explains how personal information is handled. Where an individual services agreement contains terms that differ from this document, the individual agreement controls for that engagement.

2. Definitions

In these terms, the words below carry the meanings given here. The Company means Bougainvillea Trading LLC, a business located at 513 E 800 N, American Fork - 84003-1405, United States (US). The Website means the site published at bougainvilleatrade.surf and any subdomain or successor address. The Services means the sourcing, auditing, logistics, distribution, compliance and market entry work offered by the Company.

Partner means a business or individual that engages the Company for Services or submits a proposal request. Supplier means a manufacturing or trading organisation that is reviewed, audited or coordinated during a programme. Proposal means a written offer from the Company setting out scope, fees, assumptions and timing. Deliverable means a report, model, plan, audit finding or other output prepared by the Company.

Business Day means a day other than Saturday, Sunday or a public holiday in the State of Utah. Confidential Information means non public information disclosed by one party to the other in connection with an engagement, whether marked confidential or not.

3. Eligibility And Authority

The Website and Services are intended for business and professional use. By using the Website or engaging the Services, you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into a binding agreement. If you use the Website on behalf of an organisation, you confirm that the organisation has authorised you to act.

The Company may decline to provide Services to any person or organisation, and may decline a proposal request, at its discretion and without obligation to give reasons. The Company may also be prevented from providing Services by sanctions, export control rules or other legal restrictions, and will comply with those restrictions where they apply.

You agree to provide accurate, current and complete information when dealing with the Company, and to update that information promptly if it changes. Inaccurate information may affect the quality of the Services and the ability of the Company to perform its obligations.

4. Services Provided

The Company provides global sourcing programmes, supplier vetting and audits, import logistics coordination, wholesale distribution support, trade compliance support and market entry consulting. The scope of any individual engagement is defined in a written proposal or services agreement, and the Company performs only the work described in that document.

The Company is a professional services provider and an intermediary. It is not a law firm and does not provide legal advice, it is not an accounting firm and does not provide audit opinions, and it is not a licensed customs broker unless a specific engagement expressly states otherwise. Where specialist advice is required, the Company will indicate that a qualified professional should be consulted.

The Company may use subcontractors, agents and affiliated specialists to perform part of the Services, provided that the Company remains responsible for the work and that appropriate confidentiality and security obligations are imposed. The Company will notify a Partner where the use of a particular subcontractor is material to the engagement.

5. Permitted Use Of The Website

You may view, browse and print pages from the Website for your own lawful business purposes, subject to these terms. You may not copy, reproduce, republish, distribute, sell or exploit any material from the Website for commercial purposes without prior written permission from the Company.

You agree not to misuse the Website. Prohibited conduct includes attempting to gain unauthorised access to any part of the site or its systems, introducing viruses or malicious code, interfering with the operation of the site, using automated tools to scrape content in a way that burdens the service, and using the Website to send unsolicited commercial messages.

The Company may suspend or restrict access to the Website where it reasonably believes that use is unlawful, harmful or inconsistent with these terms. Where practical, the Company will explain the reason for a restriction and the steps needed to restore access.

6. Enquiries And Communications

You may contact the Company through the contact form, by email at partners@bougainvilleatrade.surf or by telephone at +17192983602. The contact form is designed to prepare a message in your own mail program, which means the message travels from your system rather than from a third party server.

Electronic communications are treated as received when they arrive at the Company systems. You are responsible for ensuring that the contact details you provide are accurate and that your own systems are configured to receive replies. The Company is not responsible for messages that fail to arrive because of spam filtering, address errors or network problems outside its control.

The Company aims to reply to enquiries within one Business Day where possible, but does not guarantee a response time. Until the Company confirms acceptance of an engagement in writing, no services relationship exists and no obligation of any kind is created.

7. Service Engagements And Proposals

A services engagement begins only when a Partner accepts a written proposal from the Company or the parties sign a services agreement. The proposal states the scope, the deliverables, the assumptions, the fees, the payment schedule and the estimated timeline. Any change to scope requires a written variation agreed by both parties.

Estimates of time and cost are made in good faith based on the information available at the time. Actual timelines may be affected by factors outside the control of the Company, including supplier cooperation, shipping schedules, customs processes, regulatory decisions and force majeure events. The Company will inform the Partner as soon as it becomes aware of a material change.

Deliverables are prepared for the exclusive use of the Partner named in the proposal. A Partner may not rely on a deliverable for a purpose other than the stated purpose, and may not share a deliverable with a third party without written consent, except where the deliverable is addressed to a supplier as part of the engagement.

8. Partner Responsibilities

A Partner agrees to provide accurate and timely information, to grant access to relevant records and sites, to nominate a point of contact with authority to make decisions, and to respond to questions within reasonable timeframes. Where a Partner delays or withholds information, the Company is not responsible for a resulting delay or for the impact on quality.

A Partner is responsible for the decisions it makes in reliance on Company deliverables. The Company provides analysis, findings and recommendations; the commercial decision, and the consequences of that decision, remain with the Partner. This division of responsibility is fundamental to the professional services relationship.

A Partner confirms that it has the right to share any information provided to the Company, including supplier data, product specifications and commercial records, and that doing so does not breach a duty owed to another party.

9. Fees And Payment

Fees are stated in the proposal or services agreement and may be structured as a fixed fee, a time based fee, a retainer, a success element or a combination of these. Where a fee depends on actual costs such as freight, duty or travel, the Company will pass those costs through transparently and provide supporting documentation on request.

Invoices are payable within the period stated on the invoice. Where an invoice remains unpaid beyond the stated period, the Company may suspend work, withhold deliverables and charge interest on the overdue amount to the extent permitted by law. The Partner is responsible for any taxes, duties or bank charges that apply to a payment.

Fees for work already performed are not refundable except where the Company agrees otherwise in writing or where a refund is required by law. Where an engagement is terminated early, the Partner remains responsible for fees for work completed and for committed third party costs.

10. Intellectual Property

All content on the Website, including text, layout, graphics, the pergola and bract visual design, and the underlying code, is owned by or licensed to the Company and is protected by applicable intellectual property laws. No licence is granted except the limited permission to view the Website for lawful business purposes described in these terms.

Methods, templates, models, checklists and know how used by the Company remain the property of the Company, even where they are embodied in a deliverable. The Partner receives a non exclusive licence to use a deliverable for its internal business purposes. This licence does not permit resale of the deliverable or its incorporation into a competing service offering.

The Company may use generic knowledge, skills and experience gained during an engagement for other clients, provided that no Confidential Information is disclosed and no intellectual property of the Partner is used without permission.

11. Confidentiality

Each party may receive Confidential Information from the other. The receiving party agrees to use that information only for the purpose of the engagement, to protect it with reasonable care, and to disclose it only to personnel and subcontractors who need it and who are bound by confidentiality obligations at least as protective as these terms.

Confidential Information does not include information that is already public, that becomes public without breach of these terms, that was lawfully known before disclosure, that is independently developed without use of the disclosed information, or that is lawfully received from a third party without a duty of confidence.

A party may disclose Confidential Information where required by law, regulation or court order, provided that it gives prompt notice where lawful and cooperates reasonably in any effort to limit the disclosure. Confidentiality obligations continue after an engagement ends for as long as the information remains confidential.

12. Trade Compliance And Legal Limits

International trade is regulated by customs, sanctions, export control, product safety and labelling rules. The Company provides compliance support, but it does not guarantee a particular regulatory outcome and does not assume the role of a government authority or a licensed specialist where a licence is legally required. Determinations by customs or another authority rest with that authority.

The Company will not knowingly assist with a transaction that breaches applicable sanctions, embargoes, export controls or anti corruption laws. A Partner agrees not to ask the Company to act in a way that would breach such laws, and agrees to provide truthful information about the origin, destination, end use and end user of goods.

Where the Company becomes aware of a potential legal or regulatory issue, it will raise the matter with the Partner and may suspend work while the issue is reviewed. Suspension in these circumstances is not a breach of the Company obligations and does not entitle the Partner to a refund for work already performed.

13. Third Party Services And Content

The Website may link to third party websites and the Services may rely on third party providers such as freight forwarders, customs brokers, testing laboratories and software platforms. The Company does not control those third parties and is not responsible for their acts, omissions, content or privacy practices.

Where the Company introduces a Partner to a third party, the introduction is made in good faith but does not constitute a warranty of that third party performance. Any contract between a Partner and a third party is separate from these terms, and the Partner deals with that third party directly.

The Company may rely on third party data sources when preparing market and supplier assessments. While the Company takes reasonable care to use credible sources, it cannot guarantee the accuracy or completeness of third party information.

14. Disclaimers

The Website and its content are provided on an as available basis. To the fullest extent permitted by law, the Company disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement. The Company does not warrant that the Website will be uninterrupted, secure or free of errors.

Information published on the Website, including service descriptions and general guidance, is provided for general information only and does not constitute professional advice for a specific situation. No reliance should be placed on Website content without obtaining advice tailored to the circumstances.

The Company does not warrant any particular commercial result from the Services, including a particular cost saving, market share, delivery time or regulatory outcome. The Services are professional inputs into a Partner decision making process, and outcomes depend on factors beyond the Company control.

15. Limitation Of Liability

To the fullest extent permitted by law, the Company is not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, loss of revenue, loss of data, loss of goodwill or business interruption, however caused, and whether or not the possibility of such loss was known.

To the fullest extent permitted by law, the total aggregate liability of the Company arising out of or relating to an engagement is limited to the total fees actually paid to the Company for the specific engagement giving rise to the claim. Where no fees have been paid, the total aggregate liability is limited to the minimum amount permitted by applicable law.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence where such limitation is prohibited by law. The limitations in this section apply regardless of the legal theory on which a claim is based.

16. Indemnity

A Partner agrees to indemnify and hold harmless the Company, its officers, employees, agents and subcontractors from and against claims, losses, liabilities, damages, costs and reasonable expenses arising from the Partner breach of these terms, from information the Partner provides that is inaccurate or that the Partner had no right to share, or from the Partner use of a deliverable for a purpose other than the stated purpose.

The Company agrees to indemnify and hold harmless the Partner from and against claims arising from the Company gross negligence or wilful misconduct in the performance of the Services, subject to the limitations set out in these terms.

A party seeking indemnity must notify the other party promptly, allow the other party to participate in the defence, and cooperate reasonably in resolving the claim. A failure to give prompt notice limits the indemnity only to the extent that the delay caused material prejudice.

17. Termination

Either party may terminate an engagement by giving written notice as provided in the applicable proposal or services agreement. If no notice period is stated, a reasonable period of not less than thirty days is implied. Termination does not release a party from obligations that arose before the effective date of termination.

The Company may terminate or suspend an engagement immediately where a Partner breaches these terms in a material way and fails to remedy the breach within a reasonable period after notice, where a Partner becomes insolvent, or where continued work would require the Company to breach a legal or regulatory obligation.

On termination, the Partner pays for all work performed and for committed third party costs up to the effective date, and the Company delivers any completed work in progress that has been paid for. Provisions dealing with confidentiality, intellectual property, liability, indemnity and governing law survive termination.

18. Governing Law And Disputes

These terms are governed by the laws of the State of Utah in the United States, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Utah for the resolution of any dispute arising out of or relating to these terms or the Services.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve a dispute through direct discussion and, where appropriate, mediation. A party must give written notice of the dispute describing the issue and the outcome sought, and the parties will meet within a reasonable period to seek a resolution.

Nothing in this section prevents a party from seeking urgent injunctive or equitable relief where necessary to protect its rights, including relief to protect Confidential Information or intellectual property.

19. Changes To These Terms

The Company may update these Terms of Service from time to time to reflect changes in its services, its systems or the law. The updated version will be posted on this page with a revised effective date, and material changes will be brought to the attention of affected parties where reasonable.

Continued use of the Website or the Services after an update takes effect constitutes acceptance of the revised terms. If a Partner does not agree with a revision, the Partner should stop using the Website and may terminate any engagement in accordance with the applicable notice provisions.

20. Contact Information

For any question about these Terms of Service, for a notice under these terms, or for any other matter relating to the Website or the Services, please contact Bougainvillea Trading LLC using the details below. Written notices should be sent to the address or email shown here.

Bougainvillea Trading LLC
513 E 800 N, American Fork - 84003-1405, United States (US)
Email: partners@bougainvilleatrade.surf
Telephone: +17192983602