Terms and Conditions

mytender.io Terms and Conditions (V3.1)

Last updated: 1 April 2026 (live from 1 April 2026)

These Terms and Conditions, together with their Schedules (the “Terms”), take effect on the Effective Date and are entered into between MYTENDER.IO Ltd (trading as mytender.io), a company registered in England and Wales under company number 15132671 whose registered office is at 128 City Road, London, England, EC1V 2NX (“mytender.io”), and the entity executing the Order Form that references these Terms (the “Customer”). These Terms and each applicable Order Form together form the agreement between the parties (the “Agreement”).

1. Definitions

1.1 Capitalised terms used but not otherwise defined in the body of these Terms have the meanings given to them in Schedule 1 (Definitions).

2. Services and Acceptable Use

2.1 With effect from the Services Commencement Date, mytender.io will provide to the Customer the Services identified in the applicable Order Form.

2.2 Conditional on payment of the applicable Fees and on the Customer's continuing compliance with the Agreement, mytender.io grants the Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right for the duration of the Agreement to access and use the Services and the applicable mytender.io Technology for the Customer's internal business purposes.

2.3 The Customer shall not, and shall procure that its Authorised Users do not: (a) use the Services to create, store, distribute or transmit Inappropriate Content; (b) copy, modify, adapt, reverse engineer, decompile or create derivative works of the mytender.io Technology, except to the extent permitted by law which cannot be excluded by agreement; (c) access or use the Services in order to build or assist a product or service that competes with the Services; or (d) licence, sell, rent, lease or otherwise make the Services available to any third party other than Authorised Users. mytender.io may suspend access to the Services to the extent reasonably necessary to address a suspected breach of this clause 2.3, and will restore access promptly once the matter is resolved.

2.4 The Customer is responsible for maintaining the confidentiality of Authorised Users' access credentials and for all activity that occurs under its accounts, and shall notify mytender.io promptly on becoming aware of any unauthorised use.

3. Fees and Payment Terms

3.1 The Customer shall pay to mytender.io the Fees set out in each applicable Order Form in accordance with this clause 3.

3.2 mytender.io will invoice the Customer in accordance with the payment schedule and instructions set out in the Order Form. The Customer shall pay each invoice in full, without deduction or set-off, in the currency specified in the Order Form or invoice, by the due date stated on the invoice or via the agreed subscription payment method.

3.3 The Fees are non-refundable (save in respect of any trial arrangements expressly set out in an Order Form) and are exclusive of all Taxes. The Customer is solely responsible for all applicable Taxes arising in connection with the Agreement and its access to and use of the Services and Support Services.

3.4 If any invoiced amount that is not the subject of a bona fide dispute remains unpaid after its due date, mytender.io may, without prejudice to its other rights and remedies and on written notice to the Customer:

3.4.1 suspend the Customer's access to all or part of the Services, the mytender.io Technology and the Support Services until the outstanding amount is paid in full, and mytender.io shall have no obligation to provide the Services or Support Services while the relevant invoice remains unpaid; and/or

3.4.2 charge interest on the overdue amount, accruing daily, at a rate of 4% per annum above the Bank of England base rate from time to time (or, if higher, the maximum rate permitted under applicable law).

3.5 mytender.io may review and adjust the Fees with effect from each annual anniversary of the Effective Date, having regard to factors including its costs and market conditions, by giving the Customer not less than sixty (60) days’ prior written notice. Any increase applied in a given year shall not exceed the greater of (i) 8% and (ii) the percentage increase in the UK Consumer Prices Index over the preceding twelve (12) months.

4. Warranties

4.1 mytender.io warrants that: (a) the Services will perform materially in accordance with the Documentation; and (b) any professional services will be performed with reasonable skill and care.

4.2 The warranty in clause 4.1 does not apply to the extent that any non-conformance arises from:

4.2.1 implementation or use of the Services by the Customer contrary to the Documentation or mytender.io's written instructions, or otherwise in breach of the Agreement;

4.2.2 modification or alteration of the Services by anyone other than mytender.io or its duly authorised contractors or agents; or

4.2.3 Customer Data, or inaccurate or out-of-date information supplied by the Customer or an Authorised User.

4.3 If the Services do not conform with the warranty in clause 4.1, mytender.io will, at its own expense, use commercially reasonable efforts to correct the non-conformance within a reasonable period. If mytender.io is unable to do so, the Customer may terminate the affected Order Form and receive a pro-rata refund of any Fees paid in advance for the unexpired portion of the then-current term. This clause 4.3 sets out the Customer's sole and exclusive remedy, and mytender.io's entire liability, for breach of clause 4.1.

4.4 The Customer acknowledges that:

4.4.1 use of the Services may not be uninterrupted or error-free, and the Services may be subject to limitations, delays and other issues inherent in the use of the internet and electronic communications, for which mytender.io is not responsible where outside its reasonable control;

4.4.2 mytender.io is not responsible for any Virus which is not detected using reasonable, current commercial methods of detection, or which is transmitted through third-party services;

4.4.3 Generated Content is produced with the assistance of artificial intelligence and may contain inaccuracies or omissions. The Customer is responsible for reviewing and verifying Generated Content before relying on it or submitting it to any third party, and neither mytender.io nor its suppliers accept liability for any decision made or action taken in reliance on Generated Content.

4.5 Except as expressly set out in this clause 4, and to the fullest extent permitted by applicable law, mytender.io (together with its Associated Companies and suppliers) disclaims all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranties of merchantability, satisfactory quality, accuracy, fitness for a particular purpose and non-infringement.

4.6 Nothing in the Agreement prevents mytender.io from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products, services or documentation that are similar to those provided under the Agreement.

5. Intellectual Property Rights

5.1 As between the parties, mytender.io and its licensors own and retain all Intellectual Property Rights in and to the mytender.io Technology, the Services, the mytender.io Marks and the mytender.io Data. Except for the rights expressly granted in the Agreement, no Intellectual Property Rights or other rights or licences are granted to the Customer in respect of the mytender.io Technology, the Services, the mytender.io Marks or the mytender.io Data.

5.2 As between the parties, the Customer owns all Intellectual Property Rights in the Customer Data, including all Generated Content. To the extent that any Intellectual Property Rights in Generated Content vest in mytender.io, mytender.io assigns those rights to the Customer with effect from creation.

5.3 If the Customer or any Authorised User provides mytender.io with feedback, ideas or suggestions relating to the Services, mytender.io may use them for any purpose without restriction, attribution or obligation to the Customer.

6. Term and Termination

6.1 The Agreement commences on the Effective Date and continues for a minimum of twelve (12) months from the Services Commencement Date (or such other minimum period as is specified in the Order Form) (the “Initial Term”). Unless terminated in accordance with this clause 6, the Agreement automatically renews for successive fixed terms of twelve (12) months (each a “Renewal Term”). Either party may terminate the Agreement by giving the other not less than three (3) months’ written notice, such notice to expire at the end of the Initial Term or the then-current Renewal Term. For the avoidance of doubt, termination under this clause 6.1 takes effect at the end of the Initial Term or relevant Renewal Term. To help manage renewals, we recommend putting a date in your calendar three (3) months before the end of the Initial Term.

6.2 Without prejudice to any other rights or remedies available to it, either party may terminate the Agreement with immediate effect by written notice, and without liability to the other, if the other party:

6.2.1 commits a material breach of the Agreement or an Order Form and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice requiring it to do so; or

6.2.2 becomes insolvent, files (or has filed against it) a petition under bankruptcy or insolvency law, has a receiver or administrative receiver appointed over it or any of its assets, becomes subject to an administration order, enters into a voluntary arrangement with its creditors, ceases or threatens to cease to carry on business, or is subject to any analogous event or proceeding in any jurisdiction.

6.3 On termination or expiry of the Agreement for any reason:

6.3.1 all rights granted to the Customer under the Agreement cease immediately, and the Customer shall stop using the Services, the mytender.io Technology and the Support Services;

6.3.2 the Customer shall promptly pay all sums due, or falling due, under the Agreement; and

6.3.3 each party shall comply with its obligations under clause 8.4.

6.4 For a period of thirty (30) days following termination or expiry, mytender.io will, on the Customer's written request, make the Customer Data available for export in a commonly used electronic format. After that period, mytender.io may delete Customer Data in accordance with its data retention practices, save where retention is required by applicable law.

7. Limitation of Liability

7.1 The exclusions and limitations in this clause 7 apply to the fullest extent permitted by law, but nothing in the Agreement excludes or limits either party's liability for: (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot lawfully be excluded or limited.

7.2 Subject to clause 7.1, and except in respect of the Customer's obligation to pay sums properly due under the Agreement, mytender.io's total aggregate liability arising out of or in connection with the Agreement (whether in contract, tort (including negligence) or otherwise) shall not exceed the greater of: (i) the amounts paid by the Customer to mytender.io under the relevant Order Form in the twelve (12) months preceding the first event giving rise to the claim; and (ii) £250,000.

7.3 Subject to clause 7.1, and to the maximum extent permitted by applicable law, neither party shall be liable to the other for any special, consequential, incidental or indirect loss or damage, or for any loss of profits, anticipated savings, business opportunity, goodwill or revenue, loss or corruption of data, loss of use of software, or the cost of procuring substitute goods or services, in each case arising out of or in connection with the Agreement, however caused and under any theory of liability, even if advised of the possibility of such loss. The parties acknowledge that the Fees reflect this allocation of risk and that these limitations apply notwithstanding any failure of essential purpose of any limited remedy. mytender.io does not commit to any particular level of availability of the Services except as expressly agreed in an Order Form.

7.4 In addition to the other exclusions in this clause 7, mytender.io has no liability for:

7.4.1 third-party products, services or applications accessed or used by the Customer through the Services;

7.4.2 any failure of the Services caused by a fault in networks, hardware or software not under mytender.io's control;

7.4.3 any act or omission of the Customer or an Authorised User, or use of the Services in breach of the Agreement;

7.4.4 unauthorised access to the Services, including a malicious security breach, except to the extent caused by mytender.io's failure to comply with its obligations under clause 9; or

7.4.5 loss or damage caused by the Customer's delay or failure to provide information or co-operation reasonably required, or to perform its obligations under the Agreement.

7.5 The Customer assumes sole responsibility for the results obtained from its use of the Services and for conclusions drawn from that use. mytender.io has no liability for damage caused by errors or omissions in information, data or instructions provided by the Customer, or for actions taken by mytender.io at the Customer's direction.

7.6 mytender.io shall have no liability to the Customer under the Agreement to the extent it is prevented from, or delayed in, performing its obligations by a Force Majeure Event, provided that mytender.io notifies the Customer of the Force Majeure Event and its expected duration and uses reasonable endeavours to mitigate its effects.

8. Confidential Information

8.1 Each party may receive Confidential Information of the other in connection with the Agreement. Confidential Information does not include information that:

8.1.1 is or becomes publicly available other than through a breach of this clause 8 by the receiving party;

8.1.2 was lawfully in the receiving party's possession before disclosure;

8.1.3 is lawfully received from a third party free of any restriction on disclosure;

8.1.4 is independently developed by the receiving party, as evidenced by written records; or

8.1.5 is required to be disclosed by law, a court of competent jurisdiction or a regulatory or administrative body.

8.2 Each party shall: (i) keep the other's Confidential Information confidential and, except where required by law, neither disclose it to any third party nor use it for any purpose other than performing the Agreement; and (ii) take all reasonable steps to ensure that its employees and agents comply with this clause 8. Neither party is responsible for loss, destruction, alteration or disclosure of Confidential Information caused by a third party outside its control.

8.3 The Customer acknowledges that details of the mytender.io Technology, the Services, the mytender.io Data and the results of any performance or benchmarking tests of the Services form part of mytender.io's Confidential Information.

8.4 Subject to clause 8.2 and clause 6.4, and except where a party is required by law to retain copies, on termination of the Agreement or on the disclosing party's written request, the receiving party shall promptly:

8.4.1 return to the disclosing party all documents and materials in its possession or control containing the disclosing party's Confidential Information;

8.4.2 permanently delete all electronic copies of that Confidential Information from its systems; and

8.4.3 make no further use of that Confidential Information.

8.5 On request, the receiving party shall certify in writing its compliance with clause 8.4. The obligations in this clause 8 survive termination or expiry of the Agreement for two (2) years, except in respect of trade secrets, for which they continue for as long as the relevant information remains a trade secret.

9. Data Protection and Security

9.1 The parties shall each comply with the Applicable Data Protection Laws. The terms of the mytender.io data processing addendum (https://mytender.io/data_protection_overview) as posted on the Effective Date are incorporated into the Agreement by reference.

9.2 mytender.io shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, including encryption of Customer Data in transit and at rest and role-based access controls.

9.3 mytender.io shall logically segregate the Customer's Customer Data from that of its other customers, such that no other customer or unauthorised third party can access it. The Customer acknowledges that mytender.io may use Authorised Users' names, job titles and business contact details outside that segregated environment solely for account administration, relationship management and the provision of support to the Customer.

9.4 mytender.io shall not use Customer Data to train, fine-tune or otherwise improve any artificial intelligence or machine learning model, whether its own or a third party's. Where Customer Data is processed by a third-party provider (including any large language model provider) for the sole purpose of delivering the Services, mytender.io shall: (i) transmit that data only over encrypted, authenticated connections; and (ii) ensure by contract that the provider does not retain Customer Data beyond what is necessary to deliver the Services and does not use it for model training.

9.5 mytender.io shall notify the Customer without undue delay on becoming aware of any personal data breach affecting Customer Data, and shall provide reasonable co-operation and information to assist the Customer in meeting its own obligations under the Applicable Data Protection Laws.

10. General

10.1 The Agreement (including its Schedules) and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

10.2 mytender.io may update these Terms and the other components of the Agreement (excluding any Order Form) from time to time. For material changes, mytender.io will give the Customer reasonable prior notice by email to the address associated with the Customer's account or by notification through the Services, and the revised Agreement will take effect on the date stated in that notice; all other changes take effect on posting. Continued access to or use of the Services after the effective date constitutes acceptance of the revised terms. If a material change adversely affects the Customer and is not acceptable to it, the Customer may object in writing within thirty (30) days of notice; if the parties cannot agree an accommodation, the prior terms will continue to apply to the Customer until the end of the then-current Initial Term or Renewal Term, and any renewal will be governed by the then-current terms.

10.3 With the Customer's prior written consent (not to be unreasonably withheld or delayed), mytender.io and its Associated Companies may identify the Customer by name and logo in customer lists and in promotional, marketing and investment materials. The parties may agree to produce a case study regarding the Services, on terms to be agreed.

10.4 Neither party may assign or transfer the Agreement without the other's prior written consent (not to be unreasonably withheld or delayed), except that either party may assign the Agreement to an Associated Company or in connection with a merger, acquisition or sale of all or substantially all of its assets, on written notice to the other party.

10.5 The Agreement constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty not expressly set out in the Agreement, and agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not expressly included in the Agreement.

10.6 If any provision of the Agreement is held to be invalid, illegal or unenforceable, that provision shall be limited or amended to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall continue in full force.

10.7 A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

SCHEDULE 1 – Definitions

The following definitions apply to the Agreement and its Schedules (including any Order Form attached as a Schedule). Any capitalised term not otherwise defined in the Agreement or its Schedules has the meaning set out below: