Tender Victory Limited Terms of Business
- 1. Interpretation
1. Unless the context otherwise admits words used in these Terms importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.2. Where the context requires references to a person in these Terms shall include bodies corporate, unincorporated associations and partnerships.
1.3. Reference to any statutory provisions in these Terms shall include any statutory provisions, which amends or replaces it.
- Outline of Agreement
2.1. These Terms and Conditions are agreed between the Parties for the provision of services by Tender Victory Limited to the Client relating to any of the following:
2.1.1. the provision of Tender Writing, Tender Review & Analysis, Tender Alerts Administration, the provision of Consultancy or advice (“the Services”);
2.2. The Parties have agreed the detailed specifications for the Services as set out or more particularly described in the Services Agreement (“the Agreement”) generated separately and signed by the Parties;
- The Agreed Specification or Service Description
3.1. Any amendments proposed to the Agreement or Services must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
3.2. If such proposed amendments incur additional expense Tender Victory Limited is entitled to require further payment to cover such expense.
4.1. The Client will pay the Fees as set out on the Agreement and in accordance with the provisions of these Terms of Business. Tender Victory Limited will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT) at the prevailing rate according to the terms of payment detailed on the invoice.
4.2. Tender Victory Limited may require deposit payments prior to commencement of the delivery of the Services. Such deposits and the amount payable shall be included within the Agreement, or if not specified in the Agreement as may be separately agreed in writing by the parties prior to the commencement of the Services.
5.1. Tender Victory Limited reserves the right to charge the Client for expenses incurred by Tender Victory Limited in the provision of the Website Services, including but not limited to travel to the offices of the Client where required and such other reasonable expenses directly related to the Services.
5.2. Tender Victory Limited will inform the Client in writing in advance if any expenses over £200 are to be incurred during the Services.
- Client Undertakings and Warranties
6.1. The Client undertakes to provide Tender Victory Limited with all information and assistance reasonably required for Tender Victory Limited to provide the Services including information requested by the Tender Victory Limited team, in the format to be agreed by the Parties.
6.2. The Client warrants that he is either the owner of all copyright and any other proprietary rights in any content or materials provided to Tender Victory Limited or undertakes to ensure that he has the benefit of an appropriate licence, clearance or consents where required for such content and materials to be incorporated into tender submissions by Tender Victory Limited.
6.3. The Client confirms that to the best of its knowledge and belief that the content and materials supplied by the Client to Tender Victory Limited for the provision of the Services are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation.
6.4. The Client undertakes that whilst Tender Victory Limited is providing the Services he will comply with all relevant statutes, byelaws and other legal requirements and shall obtain and maintain any required registrations or certifications for the proper operation of his business.
- Termination for a cause
7.1. This Agreement may be terminated on written notice to the other in the event that:
7.1.1. either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement and such breach remains un-remedied for a period of 30 days from written notice given by the other party specifying the breach and the remedy required;
7.1.2. either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986;
7.1.3. either being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or has a receiver appointed to administer any of its property or assets, or ceases or threatens to cease to carry on business, or makes any voluntary agreement or enters into a compromise for the benefit of its creditors;
7.1.4. in Tender Victory Limited’s sole opinion, the Client is using the Services in a way likely to damage or bring Tender Victory Limited into disrepute and the Client does not immediately cease such use upon Tender Victory Limited giving written notice to this effect.
7.2. On the termination of this agreement in accordance with the terms of this Agreement the Client shall only be entitled to retain the benefit of any Services already paid for.
7.3. Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination.
8.1. Should the Client cancel any Service after the Agreement has been signed by the Client, then:
8.1.1. Tender Victory Limited shall be permitted to retain any payments made by the Client prior to cancellation and shall be entitled to recover from the Client a cancellation charge of 50% of any outstanding balance of the agreed Fee; or
- Intellectual Property Rights (“IPRs”)
9.1. All IPRs, including without limitation copyright, in any content or materials provided by the Client to Tender Victory Limited which are re-produced in the course of providing the Services shall belong, so far as the law allows, to the Client.
9.2. The Client grants to Tender Victory Limited a non-exclusive, revocable, royalty-free licence to use and reproduce and publish as necessary, its name, logos, trademarks or devices for the purposes of providing the Services.
9.3. Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
9.4. Neither party shall register or cause to be registered any company name materially similar to that of the other party.
10.1. Both parties shall keep confidential the specific terms of this Agreement and the Services and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing their duties in accordance with the Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the provision of the Services or for a period of 12 months following their completion, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of the Agreement, except where such disclosure is required by law or by order of a court of a court of competent jurisdiction Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
- Limitation of Liability and Indemnity
12.1. Tender Victory Limited shall not be liable to the Client under these Terms of Business in contract, tort, or otherwise (including negligence), pre-contract or by way of other representations (other than fraudulent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential loss whatsoever.
12.2. Subject to the Term 12.1, Tender Victory Limited’s liability to the Client under any indemnity provided in these Terms of Business or in damages together with any costs shall be limited to the amount actually paid by the Client in respect of the particular Service in respect of which it is claimed there is a breach by Tender Victory Limited.
12.3. The Client agrees to indemnify Tender Victory Limited against any claims, damages, losses, costs and expenses which Tender Victory Limited may sustain or incur in relation to any claim by a third party that the content and materials which the Client has provided to Tender Victory Limited constitutes a breach of any applicable law or regulation including without limitation such laws relating to sale of goods, obscenity, state security or defamation in any jurisdiction where such content or material may be reproduced or is an infringement of any intellectual property rights.
12.4. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
13.1. Neither party may assign or otherwise transfer these Terms of Business or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
- Force Majeure
14.1. Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least fourteen days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
- Joint Venture or Partnership
15.1. Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
16.1. The Client undertakes that for the duration that Tender Victory Limited is providing Services to the Client and for a period of six months thereafter that he shall not directly or indirectly solicit or induce any of Tender Victory Limited’s employees to leave the employment of Tender Victory Limited whether to work on a freelance or consultancy basis or to be directly employed by the Client.
17.1. Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or facsimile transmission to the receiving party as set out on the Order Form
17.2. Any such notice shall be deemed to be effectively served as follows:
17.2.1. in the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
17.2.2. in the case of service by email, or facsimile transmission on the next working day.
18.1. Failure by either party to enforce any accrued rights under these Terms of Business is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
18.2. These Terms of Business and Conditions shall be read and construed independently of each other. Should any part of these Terms or their paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and Terms.
18.3. No addition to or modification of any of these Terms shall be binding on the parties unless made by a written instrument and signed by the signatories or their duly authorised representatives.
18.4. These Terms of Business accompanied by the Agreement set out the entire agreement and understanding of the parties and are in substitution of any previous written or oral agreements between the parties.
19.1. This Agreement shall be interpreted, construed and enforced in accordance with English law. Any dispute arising shall be referred to a single arbitrator for determination in accordance with the Arbitration Act 1996.
- Consultancy Services
- Third Party Services
20.1. Notwithstanding anything set out in the Agreement regarding the services of any third party, Tender Victory Limited gives no warranty to the performance or operation of such third party’s services.
20.2. Tender Victory Limited reserves the right to utilise other third party services in addition to or in substitution of those set out in the Agreement. Where the use of other such alternative services would be of a significant effect to the Consultancy Services being provided to the Client, Tender Victory Limited shall advise the Client in writing before such alternative services are utilised.
This policy was last revised on 21 February 2018