Bid & Tender Support Limited’s Terms and Conditions
1) These Terms and Conditions contain certain defined terms as set out below:
a)“Client” means you and any person, entity, company and or business that enters into a Contract with the Company.
b)“Company” means Bid & Tender Support Limited a company registered in England with a registered office at 9 Goldington Road, Bedford, Bedfordshire, MK40 3JY and a company registration Number of 09010005 together with its successors in title.
c)“Confidential Information” means any information or documentation whatsoever in whatever form or format, including but not limited to visual, oral, written, recorded and or electronic form and or format and including any drafts, templates or samples, belonging or relating to either Party, its business affairs, its commercial purpose, its costs, charges and or fees which is not in the public domain and if either Party has marked such as confidential or proprietary, or such has been described as confidential (either orally or in writing), or due to its character, substance or nature, a reasonable person in a similar position to its recipient and under comparable circumstances would treat it as confidential and or of a commercial sensitive nature.
d)“Contract” means the acceptance and or approval (whether in writing or orally) of any Quotation from the Company for any Works to be provided to the Client and all Contracts are governed and regulated by these Terms and Conditions.
e)“Quotation” means the offer by the Company to the Client of Works to be provided by the Company to the Client including but not limited to the scope of the Works, the timeframe for the Works and the price payable by the Client to the Company for the Works.
f)“Terms and Conditions” means these Terms and Conditions which, from time-to-time, may be amended by the Company.
g)“Parties” mean both the Company and the Client and “Party” means either the Company or the Client.
h)“VAT” means Value Added Tax as set out in the Value Added Tax Act 1994.
i)“Works” means the Works to be provided by the Company to the Client as set out in the Quotation and confirmed in the Contract.
In these Terms and Conditions any reference to any statute, legislation, directive, act of parliament and or statutory instruments will also include any variation, amendment, modification or replacement thereof.
2) The Company’s Terms and Conditions prevail and take absolute precedence over any other terms and conditions, clauses, statements and or agreements of the Client and the Client therefore entirely accepts and understands that the Company’s Terms and Conditions are the prevailing document and by agreeing to the Works the Client entirely accepts the unconditional applicability and enforceability of these Terms and Conditions.
3) The Parties warrant to each other that they fully understand their respective and joint obligations and responsibilities as set out in these Terms and Conditions.
4) The Contract will be formed between the Company and the Client when the Quotation is accepted and the Company will provide the Works and the price for the Works and within the agreed timeframe as set out in the Quotation.
5) The Client expressly agrees to pay in full, without any offset, deduction and reduction whatsoever, the Company’s invoice(s) in full within fourteen (14) calendar days of the date of the Company’s invoice. All Company invoices will include VAT at the prevailing rate. The Company will not increase its quoted price for the Works unless express prior written agreement has been received from the Client. The Company also reserves the right to charge at cost the Client for expenses (including but not limited to travel, fuel (at 45p per mile), accommodation, printing and postage) provided that the Client has provided their prior written consent to such expenses being incurred. In the event of any refusal to pay in full and or any late payment by the Client the Company reserves the right, exercisable in their sole discretion, to charge the Client interest and statutory compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6) In the case where the Parties have agreed a retainer relationship the Client agrees to pay the agreed retainer fee (plus VAT) to the Company in advance of each retainer period as agreed between the Parties. The Client expressly understands that any failure to pay the agreed retainer fee by its due date may lead to delays to the provision of the Works by the Company and for the avoidance of any doubt the Company will have no liability to the Client for any losses, claims, demands and or fees occasioned to them or their contractual partners arising from the Client’s failure to pay the agreed retainer fee to the Company.
7) From time-to-time the Client may be required to alter the Works and or to seek to cancel them altogether. The Client accepts that they are required to notify the Company immediately and without any delay of their need to either alter the scope of the Works and or to cancel them. The Company will notify the Client of any revisions to either the timeframe and or cost of the altered Works and the Client agrees to pay any such revised amount as reasonably determined by the Company in their sole discretion, in accordance with the payment terms as set out in these Terms and Conditions. In the event that the Client wishes to cancel the Contract before the Company has completed the Works then the Company, in its exclusive opinion, will provide the Client with a breakdown of the costs they have incurred in providing the Works up to the date of the Client’s cancellation and the Client agrees to pay such amount in accordance the payment terms as set out in these Terms and Conditions.
8) If the Client requires the Works to be provided by the Company in less than twenty-four (24) hours then the Company is entitled, exercisable in their sole discretion, to charge and the Client agrees to pay an additional amount equivalent to 25% of the agreed price as set out in the Contract in accordance the payment terms as set out in these Terms and Conditions.
9) As of each 1st April the Company will review its pricings and they may be increased each year however and for the avoidance of doubt a Contract will not be subject to a price rise by sole means of the Works occurring over 1st April.
10) The Client entirely understands and accepts that is their sole responsibility to verify and confirm the accuracy and content of any documentation and or information provided to the Company in order that they can provide the Works. The Company accepts no liability and or responsibility whatsoever (including but not limited to any consequential losses, demands, loss of profit, loss of opportunity and or claims) arising from any inaccuracy, failing, error, defect and or delay in any documentation and or information provided to the Company.
11) The Company will provide the Works in a diligent and professional manner at all times and will produce the Works using Microsoft Office applications however if the Client requires alternative applications to be used they are to notify the Company prior to the date of the Contract.
12) The Client is solely responsible for the accuracy of the Works when providing such to any third party and the Client therefore expressly understands and accepts that it is their sole responsibility to fully review the Works and ensure that they are wholly accurate and include all required documentation and information as the Company will accept no liability whatsoever (including but not limited to any financial losses, damages, delays, claims, demands, complaints, loss of opportunity, loss of profit or legal costs) arising from any delay, defect, error, omission, failing and or mistake in the documentation and information provided by the Client to any third party. In the event that the Client reasonably considers that the Works provided to them by the Company require amending, updating and or revising they are to immediately and without delay contact the Company setting out all of the amendments, updates and or revisions required and the Company will undertake such additional work to the Works but may, in their exclusive discretion, require an additional payment from the Client payable in accordance with the payment terms as set out in these Terms and Conditions.
13) The Client irrevocably accepts and understands that the Company offers no surety, guarantee and or promise that the Works provided will result in and or directly or indirectly cause the Client to secure any onward contractual opportunities and or financial benefit and the Client therefore entirely accepts that the Company has no liability whatsoever to the Client for any and all financial losses, claims, loss of opportunity and or loss of profit arising from the Works and the Client’s onward use and utilisation of the Works.
14) In the event that the Client makes any derogatory, aggressive and or discriminatory statements to the Company and any person working on behalf of the Company then the Company reserves the right to immediately cancel the Contract without notice being required and to return all the Client’s documentation and information together with any balance of the agreed price for the Works not incurred on a pro rata and quantum meruit basis by the Company. The Company also expressly reserves the absolute right to reject any and all documentation and or information which is immoral, discriminatory and or illegal and thereafter the Company will terminate the Contract without any notice being required and the Company will retain the entirety of the price for the Works regardless of the status of the progress of the Works.
15) The Parties accept and fully understand that during the Contract, they will become cognisant of certain Confidential Information which if disclosed to any third party or the general public could have an adverse impact on the reputation and or business activities of either Party. Accordingly the Parties agree that they will not permit or cause to permit, whether directly or indirectly, any disclosure of any Confidential Information, save for which is required by law or by a Court of competent jurisdiction and or to comply with any regulatory or governmental body and or which is already in the public domain through no breach or breaches by any Party of this clause. Each Party will also take all reasonable precautions to keep strictly confidential the Confidential Information belonging to the other Party and will not, without the prior written consent of any other Party, use, disclose, copy or modify such confidential information save for the Company’s responsibilities and obligations relating to the provision of the Works.
16) The Company will, unless reasonably directed otherwise, store all documentation and information including any Confidential Information provided to them by the Client for a period of twelve (12) months from the date of the Works being completed and thereafter it will be securely and permanently destroyed.
17) The Company recommends that any and all Confidential Information is provided to the Company from the Client in a secure manner as chosen by the Client and for the avoidance of any doubt whatsoever the Company accepts no liability whatsoever for any loss, theft and or third party interception of any of the Client’s documentation, information and or Confidential Information.
18) The Parties agree to comply with all applicable data protection and privacy legislation in force from time-to-time in the UK including but not limited to the Data Protection Act 2018, the GDPR; 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) and in the event of any breach of this clause by either Party they agree to fully indemnify the other in respect of any reasonably incurred direct losses incurred.
19) Any and all notices or information served on either Party will be in writing and in English and served on the addresses as set out above or at such other address as so notified from time-to-time and such notices will served by hand and or sent by first class, registered or recorded delivery and or by email. Any such notice or information will be deemed served in the case of hand delivery if delivered by 4pm, on the same day or, in the case of first class, registered or recorded delivery post or hand delivery after 4pm, on the next Business Day after posting and in the case of an email, if sent by 4pm on the day of sending or if after 4pm on the next Business Day after sending.
20) The Parties will, at all times, exercise all of their rights, and perform all of their obligations, under the Contract, in good faith and they will also cooperate and collaborate fully in good faith with each during the operation of the Contract and the Company’s provision of the Works.
21) The Parties accept and warrant to each other that it is not in their commercial, reputational and or business interests to engage in any activity whatsoever to the detriment, whether actual or otherwise, of the other Party and this includes, but is not limited to the commencement of any litigious proceedings without first adhering to these Terms and Conditions. The Parties fully accept and agree that, in the event that any issues, disagreements, breach(es), alleged breach(es) and or disputes whatsoever that arise between them in respect of the provision of the Works and or in connection with and or in interpreting these Terms and Conditions (save for any breach of the Client of their payment obligations to the Company) then the Parties unconditionally consent to enter into direct good faith negotiations and discussions with each other with the desire and intention of resolving any such issues, disagreements, breach(es), alleged breach(es) and or disputes. In the event that such good faith negotiations and discussions do not resolve an issues, disagreements, breach(es), alleged breach(es) and or disputes then the Parties agree unconditionally to refer such unresolved issues, disagreements, breach(es), alleged breach(es) and or disputes to Mediation in order to utilise the experience of a professional Mediator who may be able to assist the Parties in resolving their issues, disagreements, breach(es), alleged breach(es) and or disputes. Any such Mediation will be convened as soon as is practicable with the Parties mutually agreeing the Mediator and venue for the Mediation; however, if no such agreement can be reached after fourteen days the Parties further agree to refer any dispute or disagreement to “CEDR” (a Mediation provider) who will nominate in their absolute discretion the Mediator and venue for the Mediation. The costs of any Mediator, venue or Mediation provider will, without any deduction or offset whatsoever, be paid for equally by the Parties. In the event that either Party refuse to engage in and or comply with this clause and or the overall spirit of these Terms and Conditions then the other Party may elect to commence legal proceedings and refer the Court to both Parties’ conduct on the question of the determination of payment of any and all legal costs, interest and disbursements.
22) The Parties agree that a person or business that is not a party to this Agreement will not have any rights under or connection to them by virtue of the Contracts (Rights of Third Parties) Act 1999.
23) The Contract is personal to the Client and they may not assign, licence or charge and or attempt or purport to do so any of their rights, obligations and or duties hereunder and or delegate or otherwise in any way dispose of any of their rights, obligations and or duties, without the express prior written consent of the Company. The Company may assign, sub-licence or sub-contract any element of the Works as the Company determines in its sole exclusive discretion free from any requirement for the Client to provide any form of consent.
24) If the Company is totally or partially prevented or delayed in the performance of any of the Works by a force majeure event (such as but not limited to pandemic, COVID-19, epidemic, strike, war, adverse weather conditions, government lockdown) and prompt notice is provided to the Client of such prevention giving the period for which it is estimated such prevention will continue then the Company will be excused from all performance of the Works from the date of such notice for so long as such force majeure event continues, provided that such period of time does not exceed six weeks, without any liability to the Client whatsoever and howsoever incurred by the Client. If the period of prevention and or delay exceeds six weeks then the Company has the right to terminate the Contract without notice and without any liability whatsoever to the Client.
25) The Parties accept that nothing contained in the Contract and or these Terms and Conditions will create between them any employment, legal or joint venture relationship between them save for what is intended under the terms of the Contract and these Terms and Conditions.
26) Each of the rights conveyed under these Terms and Conditions may be exercised as often as is necessary and they are cumulative and not exclusive of any other rights that either Party may have under them, or by law or otherwise and no failure or delay by either Party in exercising any of its rights shall be deemed to be a waiver of that right and any waiver of a breach of any clause, term and or provision shall not be deemed to be a waiver of any subsequent breach of the same or any other clause, term and or provision.
27) In the event that any provision, clause and or term of the Contract and or these Terms and Conditions are held to be invalid or unenforceable by any judicial or other competent authority all other provisions, clauses and or terms will remain in full force and effect and will not in any way be impaired. If any provision, clause and or term contained herein is held to be invalid or unenforceable but would be valid or enforceable if some part or parts were deleted then the provision, clause and or term will continue to apply with the minimum modification necessary to make it valid and enforceable.
28) These Terms and Conditions are governed and construed by the Laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English Courts.
