• These terms and conditions are the contract between you ‘the client’ and Tenderbase, ‘the supplier’. By signing up to any of the Tenderbase plans, you agree to adhere to the terms and conditions set forth.
• The purpose of these terms and conditions are to protect the rights of Tenderbase and those of the client.
• Tenderbase is a limited company based in the United Kingdom, registration number 14721045. The registered company address is Tenderbase Ltd, Charles House, Denbigh Road, Basildon, Essex, SS15 6PY.
• Please read this agreement carefully and ensure you obtain a copy for your records. Should you not agree to any of the terms set forth, you should not subscribe to any of the Tenderbase plans.

1. Definitions

In this agreement:

• “The client” is defined as any entity who subscribes to any of the Tenderbase plans.
• “Consumer” means any individual who, in connection with this agreement, is acting for a purpose of his/her business.
• “Content” means any content in any form published on our website by us or any third party with our consent.
• “Service” means the service we offer for sale on Our Website, or, if the context requires, service we sell to you.
• “Our Website” means any website of ours and includes all web pages controlled by us.
• "Post" means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on to Our Website and the phrases "Posted" and "Posting" shall be interpreted accordingly.

2. Interpretation

In this agreement unless the context otherwise requires:

• A reference to a person is a reference to one or more individuals, whether or not formally in partnership, or to a corporation, government body, or other association or organisation.
• These terms and conditions apply to all supplies of the Service by Tenderbase to any client. They prevail over any terms proposed by a client.
• Any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
• Any obligation of any person arising from this agreement may be performed by any other person as authorised by Tenderbase.
• In this agreement references to a party include references to a person to whom those rights and obligations are transferred or passed as a result of a merger, division, reconstruction or other re-organisation involving that party.
• The headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation;
• A reference to an act or regulation includes new law of substantially the same intent as that act or regulation.
• In any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party.
• These terms and conditions apply in any event to the client as a buyer or prospective buyer of the Tenderbase service and so far as the context allows, to you as a visitor to the Tenderbase website.
• This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3. Our contract with you

In this agreement unless the context otherwise requires:

• This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
• Each party acknowledges that, in entering into this agreement, they do not rely on any representation, warranty, information or document or other term not forming part of this agreement.
• If the Tenderbase website is used by the client in any way and an order is made on behalf of another person or entity, the client warrants that they have full authority to do so and the client accepts personal responsibility for every act or omission by the client on behalf of that person or entity.
• Tenderbase reserves the right to change pricing at any time. Tenderbase will never change a price so as to affect the price charged to the client at the time when the service is bought.
• If in future, if the client procures a service from Tenderbase under any arrangement which does not involve the clients payment via the Tenderbase website; these terms still apply so far as they can be applied.
• Tenderbase does not offer or sell its services in all countries. Tenderbase may refuse to allow access to the service if you live in a country in which we do not serve or operate.
• This agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

4. Acceptance of your order

• An order is an offer by the client to Tenderbase to buy a service from us. Nothing that Tenderbase does or says will amount to any acceptance of that offer until Tenderbase actually allows access to the Service to the client. At any point up until then, Tenderbase may decline to supply the Service to the client without giving any reason.

AND

• At any time before the Service is provided, Tenderbase may decline to supply the Service to the client without giving any reason.

5. Price and payment

• The price payable for the Service ordered is clearly set out on the Tenderbase website.
• An exception to this is in force for upgrades to packages. If the client chooses to upgrade their package whilst in the middle of a yearly subscription, they will be charged the difference between the original package and the new package relative to the remaining term.
• Bank charges by the receiving bank on payments to Tenderbase, will be borne by Tenderbase. All other charges relating to payment in a currency other than pounds Sterling will be borne by the client.
• If Tenderbase owes the client money (for this or any other reason), Tenderbase will credit the credit or debit card used for payment as soon as reasonably practicable but in any event no later than 14 days from the date when Tenderbase accepts that repayment is due.

6. Security of your credit / debit card

Tenderbase takes care to make its website safe for the client to use.

• Card payments are not processed through pages controlled by Tenderbase.Tenderbase uses one or more online payment service providers who will encrypt the clients card or bank account details in a secure environment.
• If the client has asked Tenderbase to remember its credit card details in readiness for a future purchase or subscription, Tenderbase will securely store the payment details on Tenderbase systems. These details will be fully encrypted and only used to process automatic monthly payments or other transactions which the client has initiated.
• All transactions are processed online through Stripe. A copy of their Security policy covering card payments can be viewed here - Security at Stripe | Stripe Documentation.

7. Foreign Taxes and Duties

• If the client is not in the UK, Tenderbase has no knowledge of and no responsibility for, the laws in the client's country of residence and as such will not have any responsibility of any Tax or Duty.
• The client is responsible for purchasing goods / services which the client is lawfully able to import and for the payment of import duties and taxes of any kind levied in the country of purchase.

8. Disclaimers

• The law differs from one country to another. This paragraph applies to sales throughout the EU.
• All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction or in any country, an implied condition, warranty or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term, only in that jurisdiction or country.
• Tenderbase make no representation or warranty for:
  • any implied warranty or condition as to merchantability or fitness of the goods for a particular purpose;
  • the adequacy or appropriateness of the goods for the purpose of the client.
• Tenderbase claims no expert knowledge in any subject. Tenderbase disclaims any obligation or liability to the client arising directly or indirectly from information the client takes from the Tenderbase website.
• The client agrees that in any circumstances when Tenderbase may become liable to the client, the limit of Tenderbase’ liability is the amount the client has paid Tenderbase in the immediately preceding 12 month period for the goods or services concerned.
• Tenderbase shall not be liable to the client for any loss or expense which is:
  • indirect or consequential loss; or
  • economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
• This paragraph (and any other paragraph which excludes or restricts Tenderbase’ liability) applies to the Tenderbase directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999.
• If the client becomes aware of any breach of any term of this agreement by any person, the client is required to tell Tenderbase by completing the contact form. Tenderbase welcomes the input of the client but does not guarantee to agree with the client's judgement.

9. The clients account with Tenderbase

The client agrees that they will adhere to the following conditions with respect to the use of the Tenderbase website:

• The client agrees that they have provided and will continue to provide accurate, up to date and complete information about themselves. Tenderbase needs this information to provide their services to the client.
• If the client uses the Tenderbase website, the client is responsible for maintaining the confidentiality of their account and password and for preventing any unauthorised person from using their account.
• The client agrees to accept responsibility for all activities that occur under their account or password. The client should tell Tenderbase immediately, if they believe some person has accessed their account without their authority and should also log in to their account and change their password.

10. Security of user data

• Tenderbase is hosted on Amazon Web Services (AWS) and as such all users are protected under their Security and Compliance policy which can be viewed here https://docs.aws.amazon.com/whitepapers/latest/aws-overview/security-and-compliance.html.
• Tenderbase also maintains an SSL protocol to ensure user connections are encrypted at all times.

11. Indemnity

The client agrees to indemnify Tenderbase against all costs, claims and expense arising directly or indirectly from:

• The clients’ failure to comply with the law of any country;
• The clients’ breach of this agreement;
• any act, neglect or default by any agent, employee, licensee or customer of the client;
• a contractual claim arising from the clients of the goods;
• a breach of the intellectual property rights of any person connected with the client.

12. Intellectual Property

• Tenderbase will defend the intellectual property rights in connection with it’s goods/ services and the Tenderbase website, including copyright in the content whether provided by Tenderbase or by any other content provider (including copyright in text, graphics, logos, icons, images, audio clips, digital downloads, data and software).
• Except as set out below, the client may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the content, in whole or in part.
• The client may not use the Tenderbase name or logos or trademarks or any other content on any website of the clients or that of any other person without express, written agreement from Tenderbase.
• Subject to the other terms of this agreement, the client may download or copy content only for their own use, provided that they maintain all copyright and other notices contained in it. The client may not store electronically any significant portion of any content.

13. Applicable Law

• The validity, construction and performance of this agreement shall be governed by the UK laws, i.e. England and Wales / Scotland / Northern Ireland.
• In case of any dispute between the parties, the UK law shall be applicable and prevail.

14. Dispute resolution

In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015.

The following terms apply in the event of a dispute between the parties:

• If the client is not happy with Tenderbase’ services or have any complaint then the client must inform Tenderbase by email message to contact@tenderbase.co.uk
• If a dispute is not settled as set out above, Tenderbase hopes you will agree to attempt to resolve it by engaging in good faith with Tenderbase in a process of mediation or arbitration.
• Tenderbase can propose an ADR Provider agreed by both Tenderbase and the client and/or will consider the client's proposal in order to resolve the problem. If the client is in any way concerned, they should read the regulations at: http://ec.europa.eu/consumers/odr/.

15. Miscellaneous matters

• When Tenderbase communicates with the client, it is done via email. The client agrees that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
• Where Tenderbase provides services without specific charge to you, then it (or they) is deemed to be provided free of charge and not to be associated with any other goods for which a charge is made. Accordingly, there is neither contractual or other obligation upon Tenderbase in respect of those goods or that service.
• If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it in line with the laws of that jurisdiction and to prevent it from being void and it shall be binding on the client in that changed or reduced form.
• The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
• No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it., nor indicate any intention to reduce that or any other right in the future.
• Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

• It shall be deemed to have been delivered
• "if delivered by hand:" on the day of delivery;
• "if sent by post to the correct address:" within 72 hours of posting;

• This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
• Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond his / her reasonable control, including any labour dispute between a party and its employees.
• In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
• Tenderbase does not guarantee the information displayed on their website is accurate although this is always the goal and thus, will not be held responsible for sharing out of date or incorrect information.

16. Subscription Auto Renewal

The client's subscription will be renewed automatically by default on the first day of the billing cycle. The client can choose to turn off the automatic renewal via their settings page or, by emailing contact@tenderbase.co.uk.

17. Notice of right of cancellation: Right to Cancel

For clients who choose to sign up to a monthly subscription at the agreed cost, the client may cancel at any time although it should be noted no refunds will be given for the month they have already paid and the client shall have access until the end of the billing month.

For clients who choose to sign up to a yearly subscription at the agreed cost, the client shall pay the full yearly subscription cost upfront and no refunds shall be permitted in the event the client wishes to cancel early. The yearly subscription costs have been discounted to reflect this.

Clients with a yearly subscription may upgrade their package at the start of the next billing month at which point they shall pay upfront the difference in yearly cost between their current package and the upgraded package. This can be done throughout the yearly subscription period and the client shall only be liable for the difference in cost for the months remaining.

Tenderbase offers a free seven day trial period to all prospective clients which gives them access to all features. No card information is required for the free trial and if the client does not manually sign up after the seven day trial period, their package shall be downgraded to basic access at no cost.

The minimum subscription period post the seven day free trial is minimum one calendar month and maximum, one calendar year

18. How to cancel

After the free trial period and the clients subsequent registration with Tenderbase, the client may cancel their subscription at any time but there shall be no refunds issued for the remaining contract period of either one month or one year depending on the subscription chosen. To cancel, the client should email contact@tenderbase.co.uk.