Subscription Terms and Conditions

About our terms

This page (together with the documents referred to on it) tells you the terms and conditions (the "Terms") on which we supply and you may use, the tender alert services made available through the Tendersdirect.co.uk website (our "site"). Please read these terms and conditions carefully before signing up to any of the services on our Site.

These Terms cover the "standard service" tender alert and any "add on services" that you select (together the "Services"). You should understand that by signing up to a Service through our site, you agree to be bound by these terms and conditions.

In these Terms, references to "we/us/our" means Proactis Tenders Limited (company registration number SC115090), registered office AB1, First Floor, 48 Huntly Street, Aberdeen, AB10 1SH. Proactis Tenders Limited is a group company of Proactis Holdings PLC. References to "you/your" means the company or organisation that you are acting on behalf of. You need to be aware that when you sign up for a Service, you are acting on behalf of the company that you work for and we have the right to treat you as having full authority to bind that organisation.

How the contract is formed between you and us

The contract is formed differently depending on how you sign up for a Service:

The date on which the contract is formed will be your subscription date ("Subscription Date").

These Terms and any documents referred to in these Terms, will form the entire agreement between us and you.

Our service

These Terms cover the "Tenders Direct" service, a tender notice alert service which gives you access to all tenders published in the Official Journal of the European Union, supplemented by tenders sourced directly from procurement websites. We provide you with regular emails alerting you to the tendering opportunities that meet the criteria that you have specified.

The service comprises the Standard Service and any Add-on Services (if selected), as described below:

If you are an Annual Plan customer, you may add Advance Tender Alerts or additional users to your Standard Service at any time by either:

• logging into your profile, choosing 'Advance Tender Alerts' from the 'Manage your tenders' section in the control panel and following the instructions provided; or logging into your profile, choosing ‘Manage Users’ from the ‘Your Account’ section in the control panel and following the instructions provided; or
• arranging via a member of the Tenders Direct customer service team by calling 0800 222 9010 or emailing support@tendersdirect.co.uk.

If you are not currently a Tenders Direct customer, you can buy the advance tender alerts and additional users at checkout when you purchase an Annual Plan, either online at www.tendersdirect.co.uk or by calling 0800 222 9009.

Your subscription

You can subscribe to Tenders Direct at www.tendersdirect.co.uk or by telephone on 0800 222 9009. The subscription options are as follows:

Charges for using the services

The charges for our service are set out in the price list which can be found on our website at https://www.tendersdirect.co.uk. All charges listed are exclusive of any taxes that are or may become applicable (such as VAT), and all charges are payable in Pounds Sterling.

If the amount or structure of our charges changes (for example if you change the services that you would like, your first time loyalty discount expires or if we add new functionality to a service), we will give you 30 days' written notice of any such changes. If you are unhappy with these changes, you may cancel your subscription by providing notice to us within that 30-day time period.

Paying for your subscription

Discounts

From time to time, we may apply discounts. Any discounts that are applied are at our discretion, may be withdrawn by us at any time (with or without notice) and are not guaranteed to roll over to a new subscription period or another subscription or service you may avail of. Where we apply such a discount, the discount will be noted on your subscription invoice.

Annual Plan subscribers are entitled to £50 off each full day training course. Details of prices of individual courses are available on the dedicated training course pages on this Site. Training courses have a separate set of terms and conditions.

Renewing your subscription

Annual Plan

• When subscribing to our Annual Plan, your contract will automatically renew each year on your Subscription Date unless you, or we, terminate it in accordance with these Terms.
• If you do not wish to renew your Annual Plan subscription, you can cancel it by providing notice to us within 30 days of the invoice date. All notices must be sent to support@tendersdirect.co.uk.

• If you don't request termination within that period, you will be deemed to have accepted renewal of the Service (including any Add On Services), and your option to use the Service will continue for a further 12 months.

Bespoke Packages

• When subscribing to our Packages on Request, your contract will continue on the same basis as your original agreement unless you, or we, terminate it in accordance with these Terms.
• If you do not wish to renew your Packages on Request subscription, you can cancel it by providing notice to us within 30 days of the invoice date. All notices must be sent to support@tendersdirect.co.uk
• If you don't request termination within that period, you will be deemed to have accepted renewal of the Service (including any Add On Services), and your option to use the Service will continue as per the time period set out in the original agreement.

Cancelling your contract

When you sign up for a Service, you are committing to receiving the Service and paying the charges, for the duration of the plan you have selected. You cannot cancel during your subscription period.

During your subscription period, we may terminate the contract with you (or suspend your access to all or part of the Services) at any time and without penalty, in the event you breach your obligations under these Terms.

Subject to the above, during your subscription period, either you or we may terminate these Terms without penalty where:

• the other party commits a material breach which is not capable of being remedied;
• the other party commits a material breach which is capable of being remedied but fails to do so within 7 days of the same being requested by the other party;
• you have failed to pay any amount to us on the Payment Date;
• where you cease to carry on business or are declared bankrupt or, if you go into liquidation (except for the purposes of solvent amalgamation or reconstruction), administration or receivership, or otherwise becomes insolvent;
• we are required to do so in order to comply with law or regulation;
• where you are acquired by one of our competitors; or
• where we choose to no longer offer the relevant Service.

Using the site

Our Site and Services may be used for commercial purposes only and not for your own personal use.

Use of the Site is limited to two users, unless you have purchased additional users as an Add on Service (see section of these Terms 3 above).

We may prevent or suspend your access to the Site and Services if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law or regulations.

You agree that you are solely responsible for:

• all costs and expenses you may incur in relation to your use of the Site;
• keeping your password and other account details confidential; and
• your use of the information provided by the Service.

When using our Site you should also comply with our Website Terms of Use, which can be accessed here.

If anything changes

No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time. Our updated terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check the Site from time to time to verify such variations. We will also share a copy of the most up-to-date version of the Terms with you at the point of renewal.

Intellectual Property

Tenders Direct and all Intellectual Property Rights in it including but not limited to any content are owned by us. All information (for example tender documents) provided under these Terms remains vested in the owners of the material.

Nothing in these Terms grants you any interest in the Site, except to the extent necessary to receive the benefit of the Services.

"Intellectual Property Rights" means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.

Confidentiality

We both agree to keep confidential information provided by the other party confidential and only use it as far as necessary for the purpose of providing or receiving the Services (as appropriate).

For the purposes of these Terms, "Confidential Information" means any information provided by you or us to the other party, which is notified in writing as being confidential in nature.

The above restriction will not apply to any Confidential Information which:

• is already in the public domain at the date of receipt of the Confidential Information;
• becomes publically available following receipt, other than by breach of these Terms;
• is independently developed, without reliance on information provided by the other party; or
• is required to be disclosed by law or by a regulatory authority.

Security requirements

You agree that you will (and will ensure that any users accessing the services on your behalf will):

• not upload, or provide to us for upload, any material containing harmful software code, viruses or similar;
• adhere to our reasonable security requirements: passwords must be a minimum of 8 characters and contain at least one letter and one number;
• not pass on any information supplied to a third party without our written consent; and
• adhere to the Website Terms of Use.

Data protection and privacy

We collect and use your personal data in accordance with our privacy policy which can be found here Privacy Policy. We may update our privacy policy from time to time and any updates will be shown on the Site. We recommend that you revisit the Site from time to time to stay informed about how we use your information.

We will comply with the data protection laws applicable to us when handling any personal data that you share with us. Insofar as you and we agree that we are acting as your processor in performing services to you, we shall use reasonable efforts to agree terms applicable to processors, as required by data protection laws.

Disclaimer

The description of the Services provided in these Terms is accurate to our best knowledge and belief. We do not provide any warranty or make any representation (express or implied) in relation to the Services, including in particular regarding their suitability for any use or application, except to the extent any warranties or conditions are not permitted to be excluded by law.

We will try to make the Services available for your use as far as possible, although we cannot guarantee that they will be available at all times or that your usage will be uninterrupted. We will also endeavour to keep the services accurate, up-to-date and free from bugs, however we cannot promise that this will be the case.

Although we will notify you regarding live tenders, the tenders are operated by third parties and as such, we cannot be held responsible for their content. Any reliance that you place on the information provided via the Services is at your own risk. In particular, we do not guarantee that any potential tender opportunities notified via the 'Advance Tender Alerts' will definitely become available (this is subject to the discretion of the procuring organisation, among other factors).

You are responsible for ensuring that your IT systems, devices and software are compatible with the Services and we do not provide any guarantees in relation to such compatibility.

Liability

Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for any:

• losses that were not foreseeable to you and us when the contract between us was formed;
• losses that that were not caused by any breach on our part;
• business losses (including loss of opportunity to tender and loss of contract);
• indirect or consequential loss; or
• loss of goodwill or reputation.

We will not be responsible to you for any breach of these Terms due (directly or indirectly) to any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes, breakdown of systems or network access, the failure of any machine, data processing system or transmission link, or flood, fire, explosion or accident, or the acts or omissions of any party for whom we are not responsible.

Our liability under these Terms is limited to the charges paid or payable by you, in accordance with these Terms, for the Services.

Transfer of the contract and subcontracting

You are not entitled to transfer the benefit of this contract, or pass on any information supplied, to a third party without our prior written consent.

We may subcontract aspects of the Service to third parties, however we will always be responsible to you for the Services.

Hyperlinks and Third Party sites

The Services and Site may contain links or references to third party websites. These are provided for your convenience only. We have no control over these websites and accept no responsibility for any content, material or information contained in them.

Governing Law

These Terms are governed by the laws of Scotland and the Scottish courts will have exclusive jurisdiction in relation to these Terms.