Between Dukefield Limited, a company incorporated in England and Wales (company number 01294799) whose registered office is at Parkside House, 167 Chorley New Road, Bolton BL1 4RA “Dukefield” and the Entity set out in the System Application Form.
1.1 In this Agreement, the following definitions shall apply:
1.2 In completing the System Application Form you warrant that You have the authority to bind the Entity to these terms and conditions, together with the System Application Form which together form this Agreement and which will govern the provision of the Services to the exclusion of all other contractual terms. In the event of conflict, these Terms and Conditions shall prevail.
Your acknowledgement
2 You acknowledge that:
2.1 Your use of the Service is entirely Your responsibility and / or the responsibility of the Entity that uses the Service. Dukefield does not have any responsibility to fix error or bugs in the software that underpins the Service in any way.
2.2 Dukefield is acting as a reseller of the Services, which will be provided by BiP. Accordingly Dukefield provides no warranty that:
2.2.1 The functions contained in the Service will meet Your requirements; or
2.2.2 The operation of the Service will be uninterrupted or error free; or
2.2.3 The Service will enable you to meet all the requirements of a procurement exercise, including circumstances where there is a failure or delay to submit a bid due to errors in or issues relating to functionality of the Service. You assume all responsibility for the selection of the Service to achieve your intended results, and for the installation, use and results obtained from use of the Service.
2.3 You are responsible and liable for the content, accuracy, completeness and format of all material published by You, whether uploaded, transmitted, or otherwise, using the Service.
2.4 You are responsible for using the Services following the terms of this Agreement. This includes providing accurate information, complying with usage policies, and paying for the Services.
2.5 You undertake not to:
2.5.1 modify the Service or anything supplied pursuant to the Service to create other products or services or derivative works.
2.5.2 use, re-use, distribute or make available information or data accessed or copied using the Service to any third parties other than those entities with which You collaborate strictly within the legitimate scope of the Service.
2.5.3 vary, modify, adapt, translate, reverse engineer, decompile or disassemble the Service (or any part of the same).
2.5.4 store or save any information or data in or using the Service that is not directly pertinent to the legitimate scope of the Service.
2.5.5 use the Services for unlawful, fraudulent, criminal or otherwise illegal activities.
2.5.6 upload, download or use any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person.
2.5.7 knowingly or negligently create, transmit, store, publish or upload any electronic material (including, without limit, files that contain viruses, corrupted files, trojans or any other similar malicious code, scripts or similar software programs or instructions) which will or are designed, known or likely to delete, interrupt, damage, destroy, change, modify or limit the functionality of any computer software, hardware, telecommunications equipment or data or data files owned by other Users of the Service;
2.5.8 undertake any activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person.
2.5.9 engage in any activities that are in breach of any third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software, document or other material;
2.5.10 launch “denial of service” attacks, “mailbombing” attacks or “flooding” attacks against a host or network.
2.5.11 grant access to the Services to others who are not authorised Users, or in any way reselling or re-providing the Services to third parties.
2.5.12 make excessive use of, or placing unusual burdens on the network, for example by sending or receiving large volumes of email, uploading excessively large files etc.
2.5.13 use any ‘deep–link’, ‘page–scrape’, ‘robot’, ‘spider’ or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any part of any BiP or Dukefield websites, the Service or any materials, content, documents or data, or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. This extends to sharing any content or data acquired through the system with AI tools.
Fees
3.1 Except as otherwise specified in these Terms and Conditions or in an applicable System Application Form:
3.1.1 Fees are quoted and payable in pounds sterling (GBP).
3.1.2 Fees are based on Services purchased, and not actual usage.
3.1.3 Fees will be subject to an increase from BiP.
3.1.4 Fees paid are non-refundable.
3.2 The number of User subscriptions cannot be decreased during the relevant subscription term stated on the System Application Form.
3.3 Unless otherwise stated in the System Application Form, Dukefield will invoice you annually in advance and invoiced charges must be paid in full within thirty (30) days of the invoice date.
3.4 Dukefield’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added sales.
4 Commencement and Termination
4.1 This Agreement commences on the start date specified in the applicable System Application Form and shall continue for the period specified in the System Application Form.
4.2 The license to use the Service will end when this Agreement ends or is terminated by Dukefield, acting at its sole discretion.
4.3 On the termination or expiry of this Agreement, You shall cease, and shall ensure that all Users under your control cease, all use of the Service.
4.4 Any termination or expiry of this Agreement shall not affect the accrued rights and obligations of the parties at the effective date of termination or expiry of this Agreement.
5 Data
5.1 The parties acknowledge and agree that for the purposes of this Agreement You are the Controller in respect of all Personal Data Processed pursuant to this Agreement. You shall comply with your obligations under Data Protection Laws in respect of all Personal Data Processed pursuant to this Agreement. You warrant and represent that:
5.1.1 all Personal Data transmitted under this Agreement is transmitted in accordance with applicable laws (including but not limited to the Data Protection Laws); and
5.1.2 you have and shall maintain throughout the period of this Agreement all appropriate, lawful bases to use such Personal Data in accordance with the Agreement, including ensuring the provision of appropriate Privacy Notices to any relevant Data Subjects covering the Processing of such Personal Data pursuant to this Agreement. Processing of Personal Data will only be undertaken for the purpose of performing the Services on reasonable written instructions that You may give from time to time concerning such Processing. You shall ensure that any such instructions comply with all applicable laws (including but not limited to the Data Protection Laws).
5.2 Appropriate technical and organisational security measures shall be maintained.
5.3 For the purposes of systems administration, detecting usage patterns, troubleshooting and support of audits, BiP web servers automatically log standard access information and certain User activities. Activity log information may be shared within the originating organisation.
6 Intellectual Property & Information
6.1 You grant an irrevocable royalty-free unrestricted licence to use, copy, modify, amend, update, re-use, publish, disseminate and distribute any and all information and data made available by You at any time during the period of this Agreement for the purposes of receiving the benefit of the Services where such information is made available to the public or meant for publication or already in the public domain.
6.2 Subject to the limited rights expressly granted under these Terms and Conditions, Dukefield, on behalf of BiP reserve all rights, title and interest in the Service. No rights are granted to You other than as expressly set out in this Agreement. You shall not, and shall ensure that Your Users shall not, delete or in any manner alter any copyright, trademark and other proprietary rights notices.
6.3 Each party shall provide the other with such information as such other party reasonably requests from time to time to enable such other party to satisfy itself that the party providing the information is complying with its obligations under this Agreement.
7 Warranties & Liabilities
7.1 Dukefield disclaims all warranties, representations, guarantees and conditions, express or implied, in each case whether implied by statute or otherwise which are hereby expressly excluded to the extent permitted by law. For the avoidance of doubt Dukefield does not warrant the quality or accuracy of any information or documentation provided in, resulting from or transmitted using the Service.
7.2 Dukefield shall not be liable for any indirect, special or consequential loss, or loss of profits, loss of revenue, loss of business, business stoppage or interruption, computer failure or malfunction, loss of use, contracts, data, management time, anticipated savings or profits, goodwill, reputation or for any economic or financial loss whatsoever and howsoever suffered, whether or not caused by or resulting from its negligence or a breach of its statutory duties or a breach of Your obligations under this Agreement, even if Dukefield has been advised of the possibility of such damages.
7.3 The Service may present links to third party websites not owned or operated by Dukefield. Dukefield is not responsible for the availability of these sites or their content. You agree that Dukefield is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content of any such site or goods or services available through any such site.
7.4 The maximum total aggregate liability of Dukefield under, arising from or in connection with this Agreement or the Use of the Service, whether arising in contract, tort (including negligence), quasi-tort or otherwise, shall not exceed £10,000.
7.5 Notwithstanding the foregoing, nothing in this Agreement shall be deemed to exclude, restrict or limit either party’s liability for death or personal injury resulting from its negligence or any liability for fraudulent misrepresentation or any other liability which may not lawfully be limited or excluded under applicable law.
8 General
8.1 In this Agreement, a prohibition on You to refrain from a course of action shall be deemed to include You causing or requesting that a third party carries out such prohibited act.
8.2 Dukefield shall be entitled to supplement, amend, vary or modify these Terms and Conditions at any time by giving notice to You (which may be validly served in electronic form by displaying the same to You when You or any User uses the Service or accesses the home page of the Service), any such supplement, amendment, variation or modification being effective ten (10) days after such notice. Your continued use of the Service will signify Your acceptance of any changes to these Terms and Conditions.
8.3 Neither this Agreement nor the Service may be transferred, sub-licensed or otherwise assigned to any other person.
8.4 Dukefield will not be liable for any delay in performing or failure to perform its obligations under this Agreement due to any cause outside of Dukefield’s reasonable control, including the actions or inactions of BiP. Such delay or failure shall not constitute a breach of this Agreement and the time for performance of the affected obligation shall be extended by such period as is reasonable.
8.5 If any provision of this Agreement, not being of a fundamental nature, is held by a court of competent jurisdiction to be illegal, void or unenforceable, it shall be severed and the validity or enforceability of the remainder of the terms of this Agreement shall not be affected.
8.6 Failure by either party to exercise any right or remedy under this Agreement shall not be construed as a bar to or as a waiver of such right or remedy in respect of any future event.
8.7 This Agreement contains the entire agreement between the parties in respect of the subject matter of this Agreement and, with the exception of any fraudulent or negligent representations, supersedes and replaces any prior written or oral agreements, representations or understandings between the parties relating to the subject matter. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
8.8 This Agreement shall be governed by and construed in accordance with the laws of England & Wales and any disputes shall be subject to the jurisdiction of the courts of England & Wales.