Vendor Terms

VENDOR TERMS

By agreeing to these Vendor Terms, the party named in the Vendor Registration Form (“Customer”) enters into a binding contract with us, Bid Solutions Limited (company no. 05194464) Parkshot House, 5 Kew Road, Richmond, England, TW9 2PR (“Bid Solutions”), on the terms set out below.

These Vendor Terms apply to the Customer’s registration to use the Vendor Portal, any subsequent subscription to the Vendor Portal, and any related advertising.

1                Interpretation

1.1            The definitions and rules of interpretation in this clause apply in this Agreement.

1.2            Clause and paragraph headings shall not affect the interpretation of this Agreement.

1.3            A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4            A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5            Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6            Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7            A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8            A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9            A reference to writing or written includes email.

1.10         References to clauses are to the clauses of this Agreement.

1.11         Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures have the meaning as set out in the Data Protection Legislation.

2                Services

2.1            Access to the Services is subject to the Customer completing the Vendor Registration Form and approval by Bid Solutions (which may be granted or withheld in Bid Solutions’ absolute discretion).

2.2            Bid Solutions shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

2.3            Subject to the Customer paying any applicable Subscription Fees or Advertising Fees in accordance with the Order Form and clause 9, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, Bid Solutions hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users during the Subscription Term and solely for the Customer's business operations to:

2.3.1       use the Vendor Portal to create and amend Vendor Listings; and

2.3.2       if the Services include Advertising, purchase Advertising on the Match & Compare service (subject to approval by Bid Solutions).

2.4            Subject to payment of the applicable Subscription Fees and clause 4, Bid Solutions shall share End User Data with the Customer of those End Users as specified in the Documentation.

2.5            The Customer shall not access, store, distribute or transmit any Viruses, or any Customer Data, Advertising or other material during the course of its use of the Services in breach of the Acceptable Use Policy at available at bidsolutions.co.uk/AUP and Bid Solutions reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material or to reject, remove, suspend or change the position of, any Advertising, that breaches the provisions of this clause.

2.6            The publication of any Advertising by Bid Solutions does not mean that Bid Solutions approves the Advertising or in any way accepts that the Advertising has been provided in accordance with the Agreement or that Bid Solutions has in any way waived its rights under the Agreement.

2.7            The Customer shall not:

2.7.1       except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

(a)             attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(b)             attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

2.7.2       access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.7.3       use the Services and/or Documentation to provide services to third parties; or

2.7.4       subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.7.5       attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement; or

2.7.6       introduce or permit the introduction of, any Virus into the Services or Bid Solutions’ network and information systems.

2.8            The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Bid Solutions.

2.9            The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3                Service Levels

3.1            Bid Solutions shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for periods during which maintenance is required.

4                Data protection

4.1            Both parties will comply with all applicable requirements of the Data Protection Legislation.

4.2            Bid Solutions is the controller of email addresses and other personal data entered by Authorised Users to log in to the Vendor Portal, as well as other Customer billing and account contact information which is required to administer the Agreement. Bid Solutions shall process such personal data in accordance with its Privacy Policy.

4.3            Bid Solutions is also the controller of email addresses provided by End Users in the course of using the Match & Compare service (“Shared Personal Data”) which, if specified in the Order Form and subject to End User consent, may be shared with the Customer for the Agreed Purposes in accordance with clauses 4.4 to 4.7 below.

4.4            Bid Solutions shall:

4.4.1       ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

4.4.2       give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

4.5            The Customer shall:

4.5.1       process the Shared Personal Data only for the Agreed Purposes;

4.5.2       not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

4.5.3       ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;

4.5.4       ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

4.5.5       not transfer any personal data received from Bid Solutions outside the UK or EEA unless the Customer ensures that:

(a)             the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection;

(b)             there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation;

(c)             the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;

(d)             one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

4.6            Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

4.6.1       consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

4.6.2       promptly inform the other party about the receipt of any data subject rights request;

4.6.3       provide the other party with reasonable assistance in complying with any data subject rights request;

4.6.4       assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

4.6.5       notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

4.6.6       at the written direction of Bid Solutions, delete or return Shared Personal Data and copies thereof to Bid Solutions on termination of this Agreement unless required by law to store the Shared Personal Data;

4.6.7       maintain complete and accurate records and information to demonstrate its compliance with this clause 5; and

4.6.8       provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

4.7            The Customer shall not set cookies or other tracking technologies (which includes use of any technology in connection with the collection, storage, accessing or other processing of any data in any manner that is subject to the Data Protection Legislation) on the Advertising to be published on the Match & Compare service without Bid Solutions’ prior written permission.

4.8            Where, pursuant to clause 4.7, Bid Solutions permits the Customer to set cookies or other tracking technologies on the Advertising, the Customer shall:

4.8.1       neither use nor store information collected or stored from such cookies or other tracking technologies for profiling purposes; and

4.8.2       ensure the relevant cookies or other tracking technologies comply with any expiry period required by Bid Solutions.

4.9            To the extent that Customer Data contains personal data, Bid Solutions (acting as processor) shall process that data on behalf of the Customer (acting as controller) when performing the Services. In that capacity both parties will comply with all applicable requirements of the DPA.

5                Supplier's obligations

5.1            Bid Solutions shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

5.2            Bid Solutions’ obligations at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Bid Solutions’ instructions, or modification or alteration of the Services by any party other than Bid Solutions or Bid Solutions’ duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.

5.3            Bid Solutions:

5.3.1       does not warrant that:

(a)             the Customer's use of the Services will be uninterrupted or error-free;

(b)             that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

(c)             the Software or the Services will be free from Viruses;

5.3.2       is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4            This Agreement shall not prevent Bid Solutions from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

5.5            Bid Solutions warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

5.6            In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Bid Solutions shall be for Bid Solutions to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Bid Solutions. Bid Solutions shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Bid Solutions to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

6                Customer's obligations

6.1            The Customer shall:

6.1.1       provide Bid Solutions with:

(a)             all necessary co-operation in relation to this Agreement; and

(b)             all necessary access to such information as may be required by Bid Solutions;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

6.1.2       without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;

6.1.3       carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Bid Solutions may adjust any agreed timetable or delivery schedule as reasonably necessary;

6.1.4       ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

6.1.5       obtain and shall maintain all necessary licences, consents, and permissions necessary for Bid Solutions, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

6.1.6       ensure that its network and systems comply with the relevant specifications provided by Bid Solutions from time to time;

6.1.7       be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Bid Solutions’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and

6.1.8       ensure that any and all advertising and marketing claims incorporated in any Advertising in relation to its products and services comply with all applicable laws, including the Advertising Laws.

6.2            The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.3            The Customer represents and warrants that all Advertising, and any destination site linked to from such Advertising comply with the Acceptable Use Policy available at bidsolutions.co.uk/AUP.

7                Charges and payment

7.1            Unless otherwise agreed, the Customer shall pay the Subscription Fees and Advertising Fees to Bid Solutions in advance using the payment methods offered on the Vendor Portal.

7.2            Where Bid Solutions has agreed (in its absolute discretion) that the Customer may make payment by invoice, then Bid Solutions shall invoice the Customer:

7.2.1       for Advertising Fees in advance of the publication of any Advertising;

7.2.2       on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

7.2.3       subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

7.3            Where payment is to be invoice in accordance with clause 7.2, if Bid Solutions has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Bid Solutions:

7.3.1       Bid Solutions may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Bid Solutions shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

7.3.2       interest shall accrue on a daily basis on such due amounts at an annual rate equal to 2% over the then current base lending rate of Bid Solutions’ bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.4            All amounts and fees stated or referred to in this Agreement:

7.4.1       shall be payable in pounds sterling;

7.4.2       are, subject to clause 11.3.2, non-cancellable and non-refundable;

7.4.3       are exclusive of value added tax, which shall be added to Bid Solutions’ invoice(s) at the appropriate rate.

7.5            Bid Solutions shall be entitled to increase the Subscription Fees, at the start of each Renewal Period upon prior notice to the Customer.

8                Proprietary rights

8.1            The Customer acknowledges and agrees that Bid Solutions and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2            The Customer hereby grants to Bid Solutions a non-exclusive, worldwide, royalty- free, transferable licence to access and process the Customer Data for the purpose of providing the Services for the Subscription Term.

9                Confidentiality

9.1            Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives, including but not limited to:

9.1.1       any information that would be regarded as confidential by a reasonable business person relating to:

(a)             the business, assets, affairs, customers, clients, suppliers, or of the disclosing party; and

(b)             the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and

9.1.2       any information developed by the parties in the course of carrying out this Agreement and the parties agree that:

(a)             details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and

(b)             Customer Data shall constitute Customer Confidential Information.

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

9.2            The provisions of this clause shall not apply to any Confidential Information that:

9.2.1       is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);

9.2.2       was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

9.2.3       was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;

9.2.4       the parties agree in writing is not confidential or may be disclosed; or

9.2.5       is developed by or for the receiving party independently of the information disclosed by the disclosing party.

9.3            Each party shall keep the other party's Confidential Information secret and confidential and shall not:

9.3.1       use such Confidential Information except for [the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or

9.3.2       disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 11.

9.4            A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

9.4.1       it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

9.4.2       at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.

9.5            A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

9.6            A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

9.7            Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this Agreement.

9.8            On termination or expiry of this Agreement, each party shall:

9.8.1       destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

9.8.2       erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

9.8.3       on request certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 12 (Termination).

9.9            No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.10         Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

9.11         The above provisions of this clause 9 shall continue to apply after termination or expiry of this Agreement.

10             Indemnity

10.1         The Customer shall defend, indemnify and hold harmless Bid Solutions against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with:

10.1.1    the Customer's use of the Services and/or Documentation;

10.1.2    any claims or any action, adjudication or decision taken against Bid Solutions by any regulatory body, arising out of any breach by the Customer of the warranties provided under clause 6.3;

10.1.3    any claims or any action taken against Bid Solutions by an End User arising out of any Customer products or services purchased by or supplied to the End User as a result of Advertising or otherwise; and

10.1.4    any breach of the DPA or clause 4.

10.2         Bid Solutions shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

10.2.1    Bid Solutions is given prompt notice of any such claim;

10.2.2    the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Bid Solutions in the defence and settlement of such claim, at Bid Solutions’ expense; and

10.2.3    Bid Solutions is given sole authority to defend or settle the claim.

10.3         In the defence or settlement of any claim, Bid Solutions may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

10.4         In no event shall Bid Solutions, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

10.4.1    a modification of the Services or Documentation by anyone other than Bid Solutions; or

10.4.2    the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Bid Solutions; or

10.4.3    the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Bid Solutions or any appropriate authority; or

10.4.4    the Customer's breach of this Agreement.

10.5         The foregoing and clause 11.3.2 states the Customer's sole and exclusive rights and remedies, and Bid Solutions’ (including Bid Solutions’ employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11             Limitation of liability

11.1         Except as expressly and specifically provided in this Agreement:

11.1.1    the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Bid Solutions shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to Bid Solutions by the Customer in connection with the Services, or any actions taken by Bid Solutions at the Customer's direction;

11.1.2    all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

11.1.3    the Services and the Documentation are provided to the Customer on an "as is" basis.

11.2         Nothing in this Agreement excludes the liability of Bid Solutions:

11.2.1    for death or personal injury caused by Bid Solutions’ negligence; or

11.2.2    for fraud or fraudulent misrepresentation.

11.3         Subject to clause 11.1 and clause 11.2:

11.3.1    Bid Solutions shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and

11.3.2    Bid Solutions’ total aggregate liability to the Customer (including in respect of the indemnity at clause 10.2), in respect of all breaches of duty occurring within any contract year shall not exceed the greater of:

(a)             £5,000;

(b)             or the aggregate Advertising Fees and Subscription Fees paid in that contract year.

11.4         References to liability in this clause 13 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12             Term and termination

12.1         This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

12.1.1    either party notifies the other party of termination, in writing, at least [60 days] before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

12.1.2    otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2         Without affecting any other right or remedy available to it, Bid Solutions may terminate this Agreement with immediate effect by giving written notice to the Customer if:

12.2.1    the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

12.2.2    the Customer commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so or

12.2.3    there is a Change of Control of the Customer.

12.3         On termination of this Agreement for any reason:

12.3.1    all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

12.3.2    Bid Solutions may destroy or otherwise dispose of any of the Customer Data in its possession unless Bid Solutions receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Bid Solutions shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Bid Solutions in returning or disposing of Customer Data; and

12.3.3    any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13             Force majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.

14             Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

15             Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16             Waiver

16.1         A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.2         A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17             Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

18             Severance

18.1         If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

18.2         If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

19             Entire agreement

19.1         This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

19.2         Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3         Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

20             Assignment

20.1         The Customer shall not, without the prior written consent of Bid Solutions, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

20.2         Bid Solutions may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

21             No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22             Third party rights

22.1         This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

23             Notices

23.1         Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:

23.1.1    delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

23.1.2    sent by email to the addresses given on the Order Form.

23.2         Any notice shall be deemed to have been received:

23.2.1    if delivered by hand, at the time the notice is left at the proper address;

23.2.2    if sent by next working day delivery service, at 9am on the second Business Day after posting; or

23.2.3    if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

23.3         This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24             Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

25             Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).