Updated: 09 June 2024
These Terms and Conditions, together with its Schedules (the "Terms") are made and entered into on the Effective Date by and between mytender.io Ltd, a company incorporated in England and Wales with company number 15132671 having its registered offices at 128 City Road, London, England, EC1V 2NX ("mytender.io") and the entity signing the Payment Link which references these Terms ("Customer"). These Terms constitute the agreement between the parties (collectively referred to as the "Agreement").
1.1 Capitalised terms not otherwise set out in these Terms shall have the meaning set out in Schedule 1 (Definitions).
2.1 mytender.io will provide to Customer the applicable Services purchased by Customer the services of automated draft generation, automated bid editing, training for use of the software and a platform enabling them to generate and manage written content effectively.
2.2 Subject to payment of the applicable Fees, the restrictions set out in this clause 2 and the terms and conditions of these Terms and the payment link, mytender.io hereby grants to Customer a non- exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the Services and the applicable mytender.io software.
3.1 Customer shall pay to mytender.io the Fees set forth in the applicable payment link in accordance with this clause 3.
3.2 mytender.io will invoice Customer for the applicable Fees in accordance with the payment schedule and payment instructions set out in the payment link.
3.3 All amounts and Fees stated or referred to in the Agreement are non-refundable and are exclusive of all Taxes. Customer shall be solely responsible for, and paying all applicable Taxes relating to the Agreement, and the use or access to the Services and Support Services.
3.4 Customer shall pay the subscription payment, in which the Customer authorizes automatic recurring charges to your selected payment method for the chosen monthly subscription plan.
3.5 If payment for a monthly subscription fee is not received by the due date and remains unpaid for 7 days, and is not the subject of a bonafide dispute, mytender.io reserves the right to:
3.5.1 without liability to Customer, disable Customer's password, account and access to all or part of the Services and mytender.io Technology and/or suspend the provision of Support Services and mytender.io shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid.
3.6 mytender.io reserves the right to adjust the pricing for your subscription plan. Any price changes will be communicated to you through your email address associated with the account at least 30 days before they take effect. The updated pricing will then be reflected in your next payment through the payment link. You can view the current and upcoming pricing information any time by accessing your account dashboard.
4.1 Refund Period: The Customer is entitled to a one-month refundable period starting from the Services Commencement Date. If the Customer is not satisfied with the Services, they may cancel within this period and a cancellation request must be submitted in writing via email to info@mytender.io.
4.2 Test Drive Period: Following the initial one-month refundable period, the Customer is granted an additional two-month test drive period. If the Customer chooses to discontinue the Services within these two months, they may cancel with no additional fees incurred. No refunds will be provided for the Fees covering this test drive period.
4.3 Twelve-Month Contract: After the completion of the three-month test drive period, the Customer commits to a twelve-month contract. This contract will automatically commence unless the Customer has cancelled the Services as per the conditions set out in clauses 4.1 and 4.2.
4.4 Automatic Renewal: Upon the conclusion of the twelve-month contract, the Agreement will automatically renew for successive fixed terms of twelve months each, unless terminated by either party with at least one (1) month's written notice prior to the end of the then-current term.
4.5 Termination During Contract: Termination of the Agreement before the end of the twelve-month contract period is subject to the terms set forth in clause 7 (Term and Termination).
5.1 mytender.io warrants that the Services will be provided with reasonable skill and care.
5.2 The warranty provided in clause 5.1 shall not apply to the extent of any non-conformance which is caused by:
5.2.1 Customer's implementation or use of the Services contrary to mytender.io's instructions or otherwise in breach of the Agreement;
5.2.2 modification or alteration of the Services by any party other than mytender.io or mytender.io's duly authorised contractors or agents; or
5.2.3 inaccurate or out of date information provided by an Authorised User.
5.3 If the Services do not conform with the warranty provided in clause 4.1, mytender.io will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. This clause sets out the Customer's sole and exclusive remedy and mytender.io's entire liability for breach of clause 4.1.
5.4 Notwithstanding the foregoing, mytender.io:
5.4.1 does not warrant that Customer's use of the Services will be uninterrupted or error-free;
5.4.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from Customer's access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the Internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
5.4.3 is not responsible for any Virus which was not detected by mytender.io using reasonable current commercial methods of detection or transmitted through any third-party services;
5.4.4 nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness of Content, or for any decision made or action taken by Customer, any Authorised User, or any third party in reliance upon any Content.
5.5 Except as expressly provided for in this clause 4, mytender.io (and its Associated Companies and suppliers) to the extent permitted by applicable law, disclaims all other warranties, express, implied or statutory, including without limitation warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use, and satisfactory quality, and non-infringement.
5.6 The Agreement shall not prevent mytender.io from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
6.1 Customer acknowledges and agrees that mytender.io and its licensors and suppliers own all Intellectual Property Rights in the mytender.io Technology, Services, and mytender.io Data, but excluding Customer Data & Content. Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights or any other rights or licenses in respect of the mytender.io Technology, Services, or mytender.io Data.
6.2 Customer owns all Intellectual Property Rights in the Customer Data and Content.
7.1 The Agreement shall commence on the Effective Date and shall continue for 12 months (the "Initial Term") unless otherwise terminated as provided in this clause 6. Thereafter, the Agreement shall automatically renew for successive fixed terms of 12 months (each a "Renewal Term"). Either party may terminate the Agreement by providing the other party with not less than one (1) month's written notice prior to the end of the Initial Term or relevant Renewal Term. Where a Minimum Term is specified in the Order Form, the Customer can not terminate the Agreement before the end of that Minimum Term.
7.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
7.2.1 is in material breach of any of its obligations under the Agreement and/or an Order Form and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach; or
7.2.2 voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
7.3 On termination or expiration of the Agreement for any reason:
7.3.1 Customer's rights of use granted under the Agreement shall immediately terminate and Customer shall immediately cease the use of the Services subscribed to under the Agreement, the mytender.io Technology, and the Support Services;
7.3.2 Customer shall promptly pay all monies due or to become due under the Agreement; and
7.3.3 the parties shall comply with their respective obligations set out in clause 8.4
8.1 The exclusions in this clause 7 shall apply to the fullest extent permissible at law but neither party excludes 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 be excluded by law.
8.2 Except with respect to amounts owed by Customer to mytender.io hereunder and subject to clause 8.1, mytender.io's liability for or in respect of any loss or damage suffered by Customer (whether due to breach of contract, tort (including negligence) or otherwise) under or in connection with the Agreement shall be limited to £20,000.
8.3 Except with respect to amounts owed by Customer to mytender.io hereunder and subject to clause 8.1, mytender.io's liability for or in respect of any loss or damage suffered by Customer (whether due to breach of contract, tort (including negligence) or otherwise) shall be liable to the other for any indirect, incidental, consequential, or special damages arising from this Agreement, regardless of the theory of liability. Each party's total liability under this Agreement shall be limited to the maximum extent allowed by law.
8.4 In addition to the other exclusions set out in this clause 8, mytender.io has no liability:
8.4.1 for any third party products or services accessed and/or used by Customer through the Services;
8.4.2 where any failure to provide the Services is caused by a network, hardware or software fault in equipment which is not under the control of mytender.io;
8.4.3 any act or omission of Customer;
8.4.4 any act or omission of an Authorised User;
8.4.5 use of the Services in breach of the Agreement;
8.4.6 any unauthorised access to the Services including a malicious security breach; or
8.4.7 loss or damage caused by Customer's delay or failure to timely provide any required information or co-operation or to fulfil its obligations under the Agreement.
8.5 Customer assumes sole responsibility for results obtained from the use of the Services by Customer, and for conclusions drawn from such use. mytender.io shall have no liability for any damage caused by errors or omissions in any information, data or instructions provided to mytender.io by Customer in connection with the Services or any actions taken by mytender.io at Customer's direction.
8.6 mytender.io does not and cannot control the flow of data to or from the network where the Services reside and other portions of the internet including denial of service attacks (an attack which send a flood of incoming messages to the target system forcing the system to shut down, thereby denying service to legitimate users). Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the internet (or portions thereof). mytender.io cannot guarantee that such events will not occur. Accordingly, mytender.io, its suppliers and subcontractors, if any, disclaim any and all liability resulting from or related to such events and Customer shall have no claim in respect thereof.
8.7 mytender.io shall have no liability to Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. mytender.io shall provide Customer with notice of a Force Majeure Event and its expected duration.
9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
9.2 Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
9.3 Customer acknowledges that details of the mytender.io Technology, Services, Data, and the results of any performance tests of the Services, constitute mytender.io's Confidential Information.
9.4 Subject to clause 8.2 and except where a party is expressly required by law to retain a copy, on termination of the Agreement or when requested to do so in writing by the disclosing party, the receiving party shall promptly:
9.4.1 deliver to the disclosing party any documents and other materials in its possession or control that contain any of the Confidential Information;
9.4.2 permanently delete, destroy and erase all electronic copies of the Confidential Information from any computer or data storage system into which the Confidential Information was entered (except where a party is required by Applicable Law to keep copies); and
9.4.3 make no further use of the Confidential Information.
9.5 The receiving party, if requested by the disclosing party, shall confirm in writing that the provisions of clause 8.4 have been complied with. The obligations of confidentiality under this clause 8 shall survive any expiration or termination of the Agreement for a period of 2 years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.
10.1 The terms of the data processing addendum posted as of the Effective Date are hereby incorporated by reference here.
11.1 The Agreement (including its Schedules) and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
11.2 mytender.io may change these Terms and Conditions and the other components of the Agreement (except any Order Forms). If mytender.io makes a material change to the Agreement, mytender.io will provide the Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with the Customer's account or by messaging the Customer through the Services. The materially revised Agreement will become effective on the date set forth in mytender.io's notice, and all other changes will become effective upon posting of the change. If the Customer (or any Authorised User) accesses or uses the Services after the effective date, that use will constitute the Customer's acceptance of any revised terms and conditions.
11.3 Customer agrees that mytender.io and its Associated Companies may publish Customer's name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Customer will assist mytender.io with the creation of a case study regarding the supply of services.
The following definitions apply to the Agreement and its Schedules (including the Order Form(s) attached as Schedules)). Any capitalised terms not otherwise defined in the Agreement or its Schedules have the meanings set out below: