Subscription Service Terms and Conditions

  1. Interpretation
    1. The following definitions and rules of interpretation apply in these terms.
      1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
      2. Charges: the charges payable by the Customer for the supply of the Subscription Services in accordance with clause 6.
      3. Commencement Date: has the meaning given in clause 3.2.
      4. Company: Tenders & Contracts Limited (trading as TenderBuzz) registered in England and Wales with company number 04619918 whose registered office is at Kemp House, 152-160 City Road, London, England, EC1V 2NX.
      5. Company Alerts: the daily email alerts notifying the Customer of relevant tender and subcontracting opportunities, which are issued by the Company during the term of the Contract.
      6. Company Materials: the materials, documents and other information provided by the Company to the Customer.
      7. Company Website: the Company’s website currently located at www.tenderbuzz.co.uk together with such other website which may be developed by the Company from time to time.
      8. Contract: these terms and the relevant Order.
      9. Customer: the person, firm or company identified on the Order.
      10. Customer Default: has the meaning set out in clause 5.2.
      11. Customer Materials: any content, which includes text, written testimonials, images, artwork, branding and other materials provided to the Company by the Customer from time to time for incorporation in the Customer Profile.
      12. Customer Profile: the Customer’s profile page which is included on the Company Website during the term of the Contract.
      13. Data Controller, Data Processor, Data Subject, Personal Data and Processing: as defined in the Data Protection Legislation.
      14. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
      15.  
      16. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
      17. Order: the Customer's order for Subscription Services, which is submitted online (using the online order form on the Company Website) or by telephone (using the Company’s telesales team).
      18. Subscription Services: the services supplied by the Company to the Customer as set out in Schedule 1.
    1. Interpretation:
      1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes fax and email.
  1. Application of Terms
  2. These terms shall:
    1. apply to and be incorporated in the Contract; and
    2. prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s order, purchase order, confirmation of order, or implied by law, trade custom, practice or course of dealing.
  1. Basis of Contract
    1. The Order constitutes an offer by the Customer to purchase the Subscription Services in accordance with these terms.
    2. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order (“Written Confirmation”) at which point and on which date the Contract shall come into existence (“Commencement Date”).
  1. Supply of Subscription Services
    1. The Company shall:
      1. supply the Subscription Services using reasonable care and skill;
      2. use reasonable endeavours to meet any performance dates specified in Schedule 1, but any such dates shall be estimates only and time for performance of the Subscription Services shall not be of the essence; and
      3. provide the Customer with a template the Customer Profile for the Customer to populate before publishing the completed Customer Profile on the Company Website.
  1. Customer's obligations
    1. The Customer shall:
      1. ensure that the terms of the Order, including the trades and regions selected, and any information it provides to the Company are complete and accurate;
      2. co-operate with the Company in all matters relating to the Subscription Services;
      3. provide the Company with such information and Customer Materials as the Company may reasonably require in order to supply the Subscription Services and complete the Customer Profile, and ensure that such information is complete and accurate in all material respects;
      4. obtain and maintain all necessary licences, permissions and consents which may be required for the Subscription Services before the date on which the Subscription Services are to start. For the avoidance of doubt, the Customer shall ensure that it has obtained consent to reproduce any third party testimonial on the Company Website and disclose the third party testimonial provider’s name on the Company Website; and
      5. not use the Company Materials other than in accordance with the Company's written instructions or authorisation.
    2. If the Company's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
      1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Subscription Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company's performance of any of its obligations;
      2. the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company's failure or delay to perform any of its obligations as set out in this clause 5.2; and
      3. the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
  1. Charges and Payment
    1. The Charges for the Subscription Services shall be those Charges set out on the Order (which will vary depending on the trades and regions selected by the Customer) and confirmed in the Written Confirmation.
    2. The Company reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.
    3. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract, the Customer shall pay to the Company such additional amounts in respect of VAT at the same time as payment is due for the Charges.
    4. Payment for the Subscription Services is in advance. The Company shall take the Customer’s payment for the Charges upon acceptance of the Order.
    5. Payments for the Subscription Services can be made use a debit or credit card. The Company will send the Customer an electronic invoice on the date it accepts the Order.
    6. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Intellectual Property Rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Subscription Services, including the Customer Profile and the Company Alerts, but excluding the Intellectual Property Rights in the Customer Materials, shall be owned by the Company or its licensors.
    2. The Company grants to the Customer a non-exclusive, royalty-free licence to copy the Company Alerts for the purpose of using the Subscription Services in its business, during the term of the Contract. The Customer shall not sub-license, assign or otherwise transfer the rights granted in this clause 7.2.
    3. The Customer Materials shall be the exclusive property of the Customer and the Customer shall ensure that the Customer Materials do not infringe any applicable laws, regulations or third party rights (“Inappropriate Content”).
    4. The Customer grants to the Company a non-exclusive, royalty-free licence to copy and modify any Customer Materials for the purpose of completing the Customer Profile and displaying the Customer Profile on the Company Website, during the term of the Contract.
    5. The Customer shall indemnify the Company against all damages, losses and expenses arising as a result of any action or claim that the Customer Materials constitute Inappropriate Content or infringes any third party Intellectual Property Rights.
  1. Data protection
    1. The Company shall collect and process information relating to employees, workers, agents and officers of the Customer in accordance with its privacy policy displayed on the Company Website.
    2. During the term of the Contract, the Company may provide the Customer with Personal Data. The Customer and the Company acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Processor and the Company is the Data Controller.
    3. The Customer and the Company will comply with the Data Protection Legislation. Schedule 2 sets out the scope, nature and purpose of the Processing by the Customer, the duration of the Processing and the types of Personal Data and categories of Data Subject.
    4. The Customer shall in relation to any Personal Data processed:
      1. process that Personal Data only on written instructions of the Company, which are set out in Schedule 2;
      2. keep the Personal Data confidential;
      3. comply with the Company's reasonable instructions with respect to Processing Personal Data;
      4. not transfer any Personal Data outside of the European Economic Area without the Company's prior written consent;
      5. assist the Company in responding to any Data Subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Company without undue delay on becoming aware of a Personal Data breach or communication which relates to the Company's or Company's compliance with the Data Protection Legislation;
      7. at the written request of the Company, delete or return Personal Data and any copies thereof to the Company unless required by the Data Protection Legislation to store the Personal Data;
      8. maintain complete and accurate records and information to demonstrate compliance with this clause 8.4 and allow for audits by the Company or the Company's designated auditor.
    5. The Company shall ensure that it has in place appropriate technical or organisational measures to protect against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
    6. The Company does not agree to the Customer appointing any third party processor of Personal Data under this agreement.
    7. The Customer shall have personal liability for and shall indemnify the Company for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by the Customer of the Data Protection Legislation, and shall maintain in force full and comprehensive insurance policies.
  1. Limitation of Liability
    1. The following provisions set out the entire financial liability of the Company (including without limitation any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
      1. any breach of the Contract howsoever arising; and
      2. any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including without limitation negligence) arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence; and
      2. fraud or fraudulent misrepresentation.
    4. Subject to clause 9.2 and clause 9.3:
      1. The Company shall not in any circumstances be liable, whether in tort (including without limitation for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
      2. The Company’s total liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Subscription Services.
    5. This clause 9 shall survive termination of the Contract.
  1. Termination
    1. The Contract shall commence on the Commencement Date and shall, unless terminated earlier in accordance with clause 10.2 or clause 10.3, continue for an initial period of 12 months (“Initial Term”) and shall automatically extend for 12 months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, no later than 30 days before the end of the Initial Term or the relevant Extended Term, to terminate the Contract at the end of the Initial Terms or relevant Extended Term, as the case may be.
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    3. Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    4. Without affecting any other right or remedy available to it, the Company may suspend the supply of Subscription Services under the Contract or any other contract between the Customer and the Company if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 9.2(b) to clause 9.2(d), or the Company reasonably believes that the Customer is about to become subject to any of them.
  1. Consequences of termination
    1. On termination of the Contract;
      1. the Customer shall immediately pay to the Company all of the Company's outstanding Charges;
      2. the Customer shall, at the written request of the Company, delete or return Personal Data and any copies thereof to the Company unless required by the Data Protection Legislation to store the Personal Data;
      3. the Company will immediately cease to provide the Customer with Company Alerts; and
      4. the Company shall remove the Customer Profile from the Company Website.
    2. Termination of the Contract shall not affect 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 Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  1. Force majeure

    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

  1. Assignment and other dealings
    1. The Company 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 the Contract.
    2. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
  1. Confidentiality
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 14.2.
    2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
  1. Entire agreement
    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into the Contract 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    3. Nothing in this clause shall limit or exclude any liability for fraud.
  1. Variation

    Except as set out in these terms, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  1. Waiver

    A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Severance

    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

  1. Notices
    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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 sent by fax to its main fax number; or sent by email to the address specified in the Order.
    2. Any notice shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
      3. if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 19.2 business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
  1. Third party rights.

    Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

  1. Governing law and Jurisdiction.
    1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Schedule 1

Subscription Services

The subscription services which shall be supplied to the Customer by the Company include the following:

  1. the supply of a template Customer Profile;
  2. the inclusion of the Customer Profile on the Company Website once approved by the Customer;
  3. the provisions of online access to the UK Tender Library which is accessible at www.uktenderlibrary.co.uk;
  4. the matching Customers to relevant tenders and subcontracting opportunities;
  5. the supply of Company Alerts;
  6. the ability to request full information direct from the procurement officer by following the onscreen prompts on the Company Website; and
  7. listing the Customer’s details on the search SME portal on the Company Website.

Schedule 2

Processing, Personal Data and Data Subjects

  1. Processing by the Customer
  1.  
    1. Nature and Purpose of Processing

      The Customer may process Personal Data:

      • to review Company Alerts and discuss internally in its business; and
      • to contact procurement officers identified in the Company Alerts.
    1. Subject matter and duration of the Processing

      The subject matter and duration of the Processing are set out in the Contract.

  1. Types of personal data
    • Personal details including name and contact information (email address, telephone number and postal address).
  1. Categories of Data Subject
    • Procurement officers or other coded government officers acting on behalf of local authorities.

Subscriptions

TenderBuzz Standard Service

Recieve alerts covering your chosen region, trade or services.

1 Region
1 Trade

(Additional regions and trades £15 each)

£149

+VAT
for 12 months

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TenderBuzz Premium Service

Recieve alerts covering the whole of the UK with these trades.

12 Region
3 Trade

£199

+VAT
for 12 months

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