Bid-bod Licence Terms and conditions
1. GENERAL PROVISIONS
1.1 Where access to Bid-Bod (as specified in the applicable ordering document) is supplied to Customer the terms of this Agreement shall govern access to and use of Bid-Bod.
1.2 The following definitions apply to this Agreement:
“Affiliates” means entities controlling, controlled by or under common control with Supplier.
“Applicable ordering document” means the application for a licence to access Bid-Bod online via
a. The Bid-Bod online application form
b. Customer’s own purchase order
In either case, the application is made on the understanding that Customer has read and agrees these Terms and Conditions.
“Bid-Bod” means an online programme accessible to Customer and Registered Users via the Bid-Bod website. Bid-Bod is protected by copyright.
“Bid-Bod Access” means access to the Registered User section of the Bid-Bod website via password and any other ID specified by Supplier, for the purpose of streaming the content.
“Charges” mean the fees payable by Customer for the licensing of Bid-Bod access as specified in the applicable ordering document.
“Customer” means entity specified as the customer on the applicable ordering document.
“Competitor” shall mean a third party that is regularly engaged in the business of developing or marketing products that perform the same or similar functions as one or more of the modules of the Bid-Bod programme licensed hereunder by Customer.
“Registered User” means personnel of Customer authorised by Supplier and Customer to use Bid-Bod as more particularly specified in the applicable ordering document.
“Start Date” means the date specified on which access to Bid-Bod is given.
“Streaming” means continuous access to the Bid-Bod programme via the Bid-Bod website without downloading. Attempting to save the content or distribute it are illegal acts.
“Subscription Period” means a period of twelve calendar months from the Start Date to the expiry date.
“Supplier” means John Drewry Associates Limited (Company No.1151614). Registered in Engand. Registered office: 71 New Dover Road, Canterbury, Kent CT1 3DZ
Supplier grants Customer a non-exclusive, non-transferable, limited licence to use for the number of Registered Users specified in the applicable ordering document.
Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer Bid-Bod or copies to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the components of Bid-Bod. Customer may not reproduce all or any portion of Bid-Bod (except as expressly permitted herein), or modify, translate or otherwise create derivative works of Bid-Bod. Customer agrees to notify its users, employees and agents who may have access to Bid-Bod of the restrictions contained herein and to ensure their compliance with these restrictions.
Customer hereby acknowledges and agrees that all right, title and interest in and to Bid-Bod, and any other related materials are, and shall remain, vested solely in Supplier and its Affiliates, and Customer shall not hold itself out as having any ownership or other rights with respect thereto.
3 PASSWORDS AND ACCESS
3.1 Access to any service will be given as soon as reasonably practical after provision of the User Details/Access Details (as the case may be) to Supplier.
3.2 Where incomplete and/or inaccurate User Details/Access Details (as the case may be) are provided by Customer, Supplier shall not be liable for any delay or failure to set up access to any service for any or all of the Registered Users.
3.3 Any password is issued for the authorised use of Customer or its User(s) only; is not transferable, and shall be kept strictly confidential.
3.4 Customer is responsible for notifying Supplier of Registered Users from whom passwords are to be revoked; for authorised substitution of Registered Users; and amendment of Registered User Details and Access Details. Customer should notify Supplier on firstname.lastname@example.org. Liability arising from a failure of Customer to notify Supplier of such amendments shall be Customer’s until such notification has been received by Supplier.
3.5 Customer is solely responsible for maintaining security of the passwords; and for all access to and use of any service by Registered Users or by means of Customer’s equipment or the passwords, whether or not Customer has knowledge of or authorises such access and use.
3.6 Supplier reserves the right without notice to alter the arrangements for access to any service.
3.7 Customer agrees to indemnify Supplier against any use of service passwords in breach of this Agreement (unless prior written consent of Supplier is obtained), including use by a third party where Customer or its Registered User(s) has allowed or facilitated access to any service or any part of it.
3.8 Supplier may suspend or restrict access to any service at any time to allow Supplier or its suppliers to carry out essential updating, maintenance and repairs of the service. Supplier will endeavour to provide Customer with reasonable advance notice of such suspension or restriction in access and to restore access to any service as soon as possible.
3.9 The applicable ordering document provides access to up to ten Registered Users in its twelve month period. If fewer than ten Registered Users are registered, Customer may add extra Registered Users during the licence period up to the maximum of ten Registered Users at the extra cost quoted by Supplier and prevailing at the time. Customer may substitute Registered Users during the licence period at the extra cost quoted by Supplier and prevailing at the time. Customer may remove Registered Users during the licence period at no extra cost. Customer may amend a Registered User’s log-in details during the licence period at the extra cost quoted by the Supplier and prevailing at the time. In all cases, Customer should notify Supplier on email@example.com.
4 CONFIDENTIAL INFORMATION
4.1 Customer acknowledges and agrees that Bid-Bod constitutes a valuable proprietary product of Supplier and that the Bid-Bod programme, together with the terms of this Agreement, shall be referred to as the “Supplier Confidential Information.” Customer will take reasonable steps to ensure that the Supplier Confidential Information is not used or disclosed except as expressly permitted by this Agreement.
5.1 The Charges payable by Customer for use of Bid-Bod will be as specified in the applicable ordering document.
Billing and Payment
5.2 All Charges are exclusive of applicable sales, use, value added, personal property and other taxes, which are additionally payable by Customer.
5.3 All Telecoms charges incurred in using Bid-Bod are the responsibility of Customer.
6 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
6.1.1 Except as specifically provided in this Agreement, access to Bid-Bod is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. Customer agrees that outputs from Bid-Bod will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.
6.1.2 Supplier warrants to Customer that it holds itself the necessary rights to grant the rights specified in this Agreement and that it has authority to enter into this Agreement with Customer.
6.2 Exclusion of Liability
6.2.1 Neither Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access to Bid-Bod will be uninterrupted, secure, complete or error free.
6.2.2 Other than in respect of the warranty given in Clause 6.1.2 and 7.1 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with Bid-Bod.
6.2.3 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with Bid-Bod.
6.2.4 Without prejudice to the generality of clauses 6.2.1 to 6.2.3, in no event shall Supplier, its Affiliates and/or the licensors of the foregoing be liable to Customer for any claim(s) relating in any way to:
(a) Customer’s inability or failure to perform any work or any decision made or action taken by Customer in reliance on Bid-Bod; or
(b) any lost profits (whether direct or indirect) or any consequential, exemplary, incidental, indirect or special damages relating in whole or in part to Customer’s rights under this Agreement or use of or inability to use Bid-Bod even if Supplier, its Affiliates and/or licensors of the foregoing have been advised of the possibility of such damages.
6.2.5 Other than in respect of the warranty given in Clause 6.1.2 and 7.1 Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.
6.2.6 Customer shall accept sole responsibility for and Supplier shall not be liable for the use of Bid-Bod by Customer or any Registered User, and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use.
6.2.7 Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.
6.3 Limitation of Liability
6.3.1 None of the terms of this Agreement shall operate to:
(a) exclude or restrict liability for fraud or for death or personal injury resulting from the negligence of Supplier or its Affiliates or the appointed agents or employees of Supplier or its Affiliates whilst acting in the course of their employment; or
(b) affect statutory rights where this Agreement is entered into as a consumer transaction
6.3.2 No claim regardless of form which in any way arises out of this Agreement may be made, nor action based upon such claim brought, by either party to this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.
6.4 Failures Not Caused by Supplier
Supplier will not be responsible to the extent that Bid-Bod fails to perform due to one or more of the following: (1) the malfunction of software not provided by Supplier (2) the malfunction of hardware, (3) Customer’s negligence or fault, (4) Customer’s failure to follow any instructions by Supplier, (5) material changes in the operating environment not authorised by Supplier.
7 INFRINGEMENT CLAIM
7.1 Supplier warrants to Customer that Bid-Bod access to which Customer has subscribed, and its features, does not infringe any industrial or intellectual property rights of any third party.
7.2 Customer shall promptly inform Supplier if Customer becomes aware of:
(a) any unauthorised use of Bid-Bod;
(b) any actual, threatened, or suspected infringement of any intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in Bid-Bod which comes to Customer’s notice; and
(c) any claim by any third party coming to its notice that Bid-Bod infringes the intellectual property or other rights of any other person.
7.3 Customer shall at the request and expense of Supplier do all such things as may be reasonably required to assist Supplier in taking or resisting proceedings in relation to any infringement or claim referred to in this clause and in maintaining the validity and enforceability of the intellectual property of Supplier, its Affiliates and/or licensors of the foregoing in Bid-Bod.
8 TERM AND TERMINATION
8.1 This Agreement will, once approved by Supplier, commence on the Start Date and shall continue for twelve calendar months.
8.2 This Agreement may be terminated by:
8.2.1 Customer on written notice to Supplier after receiving notice of an amendment (as permitted under this Agreement) which is materially detrimental to Customer, which for the avoidance of doubt includes an increase in Charges and/or substantial loss of content or functionality in Bid-Bod to Customer’s detriment and for which no reasonable substitute is provided, which notice shall not take effect until the date on which such amendment or increase comes into effect; or
8.2.2 either party on written notice to the other if: (a) the other commits a material breach of this Agreement, provided that where the breach is capable of being remedied then the defaulting party shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy; or (b) the other is adjudicated bankrupt, enters into liquidation or any arrangement or composition with or assignment for the benefit of its creditors or if a trustee or a receiver or administrator or administrative receiver or receiver and manager is appointed against the whole or any part of its assets or business; or
8.2.3 Supplier, with immediate effect, if any organisation, which Supplier acting reasonably determines to be a Competitor of Supplier acquires control of Customer.
8.3 Upon termination for whatsoever reason, sight, practice and acquisition of BidBod’s tools and techniques renders refunds impractical under normal circumstances. Without prejudice, however, Supplier will consider extenuating circumstances. These terms do not affect Customer’s UK statutory rights. No such refund shall be made in the event of termination for Customer’s breach of this Agreement.
8.4 Expiry or termination of this Agreement shall be without prejudice to the accrued rights and obligations of the parties.
9 GENERAL PROVISION
9.1 Effect of Agreement
This Agreement (including any applicable ordering document) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
9.2 Force Majeure
Supplier shall not be liable for any delay or failure in performing hereunder if caused by factors beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, failure of telecommunications or Internet services, industrial or labour dispute, inability to obtain necessary supplies and the like.
Except as otherwise provided, all notices and correspondence must be given in writing to Supplier at: John Drewry Associates Limited, 71 New Dover Road, Canterbury, Kent CT1 3DZ or such other addresses as may from time to time be notified to Customer in writing; and to Customer at the address set out in the applicable ordering document unless otherwise notified to Supplier in writing.
9.4 Governing Law and Assignment
This Agreement and all matters arising out of it shall, unless otherwise specified on the applicable ordering document or by Supplier in writing, in all respects be governed by the laws of England and Wales and shall be subject to the nonexclusive jurisdiction of the English courts. However, nothing in this clause shall exclude or limit applicable mandatory local law relating to Customer. Supplier may, upon written notice to Customer, assign or transfer this Agreement or any rights and obligations hereunder either to an Affiliate or to a third party successor to all or substantially all of the business, stock or assets of Supplier’s business, in each case, without the prior consent of Customer. Supplier may without the prior written consent of Customer and without notice assign any benefit or transfer, delegate or subcontract any of their duties and obligations under this Agreement to any third party, provided that in the case of sub-contracting, Supplier shall remain responsible for the performance by its sub-contractors of such obligations under the Agreement. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by Customer without Supplier’s prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.