1.1 The definitions and rules of interpretation in this clause apply in these Terms and Conditions:
|Additional Terms||The additional terms and conditions (if any) agreed to by the Licensor and Licensee as set out or referred to in the Order Form including any addendum thereto.|
|Affiliate||Each and any person or organisation attached to the Licensor.|
|Agreement||The agreement between the Licensor and the Licensee, such agreement being embodied in the Order Form, these Terms and Conditions and any Additional Terms.|
|Authorised Use||Use of the Service in accordance with the Agreement.|
|Intellectual Property Rights||All copyright, database rights, patents, trade marks, service marks, and all other intellectual property rights whether registered or unregistered and all applications and rights to apply for the registration of any of the rights above and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.|
|Licensee||The organisation, firm, company or other entity to whom the license in respect of the Service is granted by the Licensor under the terms of this Agreement and whose details are set out on the Order Form.|
|Licensor||BiP Solutions Ltd of Medius, 60 Pacific Quay, Glasgow, G51 1DZ.|
|Order Form||The online registration form and associated pages used to sign up for the service or the order form issued by the Licensor identifying the Licensee.|
|Service||The software / computer programmes described in clause 3 and those listed in the Order Form and all Updates during the Term, any data, text, information and software or other material and all accompanying written materials provided to the Licensee under this Agreement by any means whatsoever, including without limitation on any storage medium no known or hereafter devised including CD-ROM and DVD-ROM or through any means of online communication and delivery (including communication and delivery via the internet) and includes any Updates specified on the Order Form (if applicable).|
|Subscription Fee||The licence fee payable for the Service as set out on the Order Form and payable by the Licensee to the Licensor in accordance with clauses 4, 5 and 6.|
|Subscription Renewal Fee||The licence fee payable to the Licensor in accordance with clause 6.|
|Subscription Period||Each contractual period commencing on activation of the Licensee’s User account or upon renewal on the anniversary thereof. The duration of the initial Subscription Period will be for one year, or multiples thereof in the case of multi-year subscriptions. Subscription Periods following subscription renewal at the end of the initial Subscription Period or following subsequent renewals will be for a year unless multi-year renewal has been otherwise agreed in advance. Any optional upgrades taken during the Subscription Period will be pro-rated to fall in line with the Subscription Period then in force./td>|
|You / Your||The person signing up to and agreeing to these Terms and Conditions on behalf of and representing the Licensee, and therefore by association is interchangeable with “Licensee”.|
|User||The person specifically identified to BiP as the named User of the Service on behalf of the Licensee.|
1.2 Clause headings shall not affect the interpretation of this Agreement.
1.3 Words in the singular shall include the plural and vice versa.
1.4 Any obligation in this Agreement to do something includes an undertaking not to permit that thing to be done.
1.5 Any inconsistency or conflict between this Agreement and any terms associated with a customer order or customer’s purchase order or customer’s terms of purchase relating to the purchase of the Service shall be resolved by giving precedence in the following order: (i) the terms and conditions of this Agreement; (ii) the provisions on the applicable customer order or customer’s purchase order or customer’s terms of purchase; and (iii) other documents, exhibits and attachments which accompany such customer order or customer purchase order or customer’s terms of purchase.
2.1 This Licence constitutes a legal contract between the organisation (Licensee), as identified on the Order Form and the Licensor (BiP Solutions Limited) that governs the Licensee’s use of BiP’s Subscription Service available at www.dcicontracts.com.
2.2 Upon commencement of the Subscription, BiP as Licensor grants the Licensee the right to have one named User (identified by an email address that specifically identifies the User) per account of the Service unless the Licensee’s Subscription explicitly allows multiple Users.
2.3 By registering for the Service, You confirm that You have authority to enter into this Agreement on behalf of the Licensee. Should BiP Solutions suspect that such information is untrue, inaccurate, not current or incomplete, it has the right to suspend or terminate a Licensed User’s usage of the Service. Accounts cannot be shared or used by more than one individual or entity. Accounts may be transferable at the express agreement of BiP.
2.4 You are responsible for all usage or activity on the Service. Distribution of Your password to others for access to the Service is expressly prohibited and shall constitute a breach of these Terms.
2.5 This Licence applies to the BiP Service programmes (including, but not limited to CGI scripts, Subscription wizard, HTML code, BiP databases and BiP content and information programmes) that the Licensee will use.
2.6 As You represent the Licensee, You should read these terms carefully. By installing any programs or using the Service the Licensee agrees to be bound by the Terms and Conditions of this Licence. If the Terms and Conditions of this Licence are not accepted in full, the Licensee is not authorised to use the Service. The Terms and Conditions will be deemed to have been accepted on behalf of the Licensee if You register for the Service.
2.7 The Licensee may not use, copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Service, except as permitted hereunder or to the extent such acts may not be prohibited by law in the country of use or create derivative works based on the Service. All rights not expressly granted are reserved by BiP.
2.8 BiP reserves the right to amend the Terms and Conditions at any time. Such changes will be effective following posting of the amended version on the site. It is the Licensee’s responsibility to review the Terms and Conditions regularly to ensure the Licensee is aware of the latest Terms and Conditions. Continued use of the Service will constitute acceptance of the modified Terms and Conditions. If the Licensee does not agree to any changes to these Terms and Conditions, then the Licensee’s only remedy is to cease using the Service.
2.9 If the Licensee does not agree to or cannot comply with these terms, the Licensee must stop using the Service and, if applicable, cancel the Subscription.
3.1 DCI is a daily alert service available each working day (excluding bank holidays), that provides access to contract information from Your chosen region(s). As a DCI user You will also receive access to the DCI online portal where You may tailor Your alert profile to Your specific business interests and gain access to online procurement tools and resources.
3.2 DCI also provides access to contract information outside Your chosen region. On Your chosen subscription level, You may see restricted or limited information relating to these additional regions and/or tiers of service.
3.3 Full access to additional regions and/or tiers of service and/or service options may require You to upgrade Your subscription subject to subscription charges and the Terms of Business below.
3.4 If BiP receives from You a written request to stop sending email alerts as part of the Service, BiP will do so. Should You elect to submit such a request, You understand that BiP’s subsequent agreement to stop sending alerts shall in no way be considered a breach of contract between BiP and Your organisation, and as such the contract shall remain fully in force and legally binding.
4.1 If You register on the website for a trial, BiP may make one or more Services available on a trial Subscription basis free of charge until the earlier of (a) the end of the trial period for which You have registered, or for which You are registering, or (b) the start date of any Purchased Services ordered by You on behalf of the Licensee. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
4.2 If You register on the website for a trial, then at the end of the introductory trial period the trial Subscription will be cancelled.
4.3 Where an annual (or other period as agreed on the order form) Subscription does commence following an introductory trial period, the commencement of the Subscription will be from the date of conversion from trial to Subscription and will be for a minimum period of one year. Any optional additional upgrade services selected when the Licensee’s Subscription commences will be included in the Subscription.
4.4 If the Licensee commences with an annual Subscription directly without taking an introductory trial, the Licensee’s Subscription will commence from the date on which the User activates his / her account and will continue for a minimum of one year.
4.5 The first period’s Subscription will be charged at the fee indicated in the quotation or registration process.
4.6 Any optional additional upgrade services selected when the Subscription commences will be charged at full cost, unless stated otherwise in the quotation or registration process. The charge for any optional additional upgrade services selected after the Licensee’s Subscription has commenced will be pro-rated to fall in line with the Subscription Period and, where purchased, will form part of the annual Subscription. Any additional Services subscribed to at the time of upgrading a regional level will also be pro-rated to fall in line with the annual Subscription Period and, where purchased, will form part of the annual Subscription. The Subscription will continue thereafter for further such annual periods (to be invoiced at the full annual Subscription Fee, following renewal) until BiP receives the Licensee’s written request to terminate the Subscription or downgrade from an optional upgrade service, this to be effective as from the end of the annual Subscription Period then in progress.
4.7 A number of services available for purchase in conjunction with an annual Subscription may also be made available for purchase individually from time to time. Should one or more of these services be purchased outside an annual Subscription, these will be treated as separate annual Subscriptions. Such Subscription will commence from the date of purchase for a minimum of one year, and shall continue thereafter for further such annual periods (to be invoiced at the full annual Subscription Fee, following renewal) until BiP receives a written request to terminate the Licensee’s Subscription, this to be effective as from the end of the annual Subscription Period then in progress.
4.8 All Subscriptions outside the United Kingdom must be paid by bank transfer or Credit Card with application. Should You fail to make payment within 14 days of the subscription start, or the renewal date, BiP reserve the right to suspend the service. This does not remove the entitlement for BiP to pursue for the full balance due. The period of suspension of service will not be added to the subscription term or refunded.
4.9 Applications may be subject to credit checks.
4.10 The Licensor reserves the right to increase the cost of the Services provided to You. Any such increase will only be applied from the next renewal date.
5.1.1 Fees due will be payable at the time of subscription by credit or debit card. Where a credit account has been approved, payment terms are 30 days from invoice date.
5.1.2 The Licensor reserves the right to charge the Licensee interest at the rate of 8% above base rate on overdue accounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.1.3 All advertised prices exclude VAT, which is added at checkout where payable. All prices for products and services within the Service are subject to change by BiP at any time.
5.1.4 If a discount has been given against any subscription, whether as part of any promotional offer or otherwise, the discount will not apply beyond the current Subscription Period and the subscription will be renewed at the then prevailing full list price.
5.1.5 By submitting credit or debit card details, You warrant that You are entitled to purchase the paid-for content using those payment details. In the event of an unauthorised payment, BiP reserves the right to suspend or terminate Your access to the paid-for service. If no payment authorisation is received or payment authorisation is subsequently cancelled, BiP may immediately terminate or suspend access to any paid-for service.
5.1.6 Where supported by Your card type (e.g. Visa MasterCard, Visa Debit, etc.), by making a purchase under these terms and conditions You are granting continuous payment authority on Your card. This will be used for Your annual subscription renewals.
5.1.7 You understand that, once granted, continuous payment authority shall remain in force until You instruct a cancellation of the continuous payment authority in writing by sending an email to firstname.lastname@example.org. In the event that You are not willing to grant continuous payment authority, You should undertake Your purchase using a card type that does not support continuous payment authority.
5.1.8 The Licensor reserves the right to terminate the agreement, suspend the service or seek compensation should You fail to comply with these Terms and Conditions.
5.1.9 All subscriptions outside the United Kingdom must be paid by Bank transfer or Credit Card with application. Applications may be subject to credit checks.
6.1.1 Where You have purchased or received free of charge any subscriptions to upgrades or options, the Licensor will send You a renewal reminder 28 days prior to Your renewal date. This letter will outline the items You currently subscribe to and will detail the renewal costs and the date by which payment will be due.
6.1.2 Where the Licensor has granted a credit account and invoiced You, the subscription will continue unless cancelled before renewal date.
6.1.3 Where continuous payment authority is applicable, You do not need to take any action to renew Your subscription. The annual fee for Your selected services will be debited from Your card on the renewal date and Your subscription will be renewed automatically using the card details from Your most recent previous transaction.
6.1.4 Where continuous payment authority is not applicable, You will be invoiced for the renewed Subscription Period.
7.1 If You do not wish to renew Your subscription, requests to cancel more than 14 days prior to renewal must be confirmed in writing via email to email@example.com before they can be processed. Requests to cancel 14 days or less prior to renewal may be submitted in writing via email or can be invoked online via the Service.
7.2 Cancellations will only be effective from the end of the Subscription Period then in progress. The Licensee will continue to be a subscriber to the service until the end of the current Subscription Period then in progress and will continue to receive the service(s) for the remainder of that current Subscription Period.
7.3 Where full payment of the current Subscription Period has been received, no refunds will be due or given. Where full payment of the current Subscription Period has not been received, any outstanding fees will become payable. Any discounts previously given for that year will only be applicable provided the Subscription Fee invoiced is paid within 30 calendar days from date of invoice.
7.4 If the Licensee wishes to terminate the service in advance of the end of the Subscription Period then in progress, the Licensee must request Early Service Termination (see 8).
8.1 If the Licensee does not wish to continue receiving the service(s) for the remainder of the current Subscription year, Early Service Termination must be requested. Requests for Early Service Termination must be confirmed in writing via email to firstname.lastname@example.org before they can be processed.
8.2 Telephone notification must be followed up by email within the time periods specified above.
8.3 It is the Licensee’s responsibility to ensure that the notification is emailed correctly as BiP cannot be held responsible for non-receipt. If the Licensee does not receive confirmation within two working days that the email has been received, the Licensee shall contact BiP immediately.
8.4 In all cases the full annual fee invoiced will become payable, subject to the following:
8.4.1 Subscribers in Year 1 may cancel within 10 days of the subscription start date and a full refund or credit will be made. Cancellations after 10 days from the subscription start date will be effective from the end of the subscription period then in progress. The full balance owing will be payable.
8.4.2 Renewing Subscribers in Year 2 and beyond:
|Calendar days from commencement of Subscription until receipt of Early Service Termination request||Early Termination Fee payable||Calendar days from Subscription commencement within which settlement must be made||Failure to settle within specified settlement period|
|Within 30 days||One third of the full annual Subscription Fee plus VAT||35 days||Licensee will become subject to full payment|
8.5 In all cases, the following stipulations will apply:
8.5.1 Once payment in accordance with the Early Service Termination fees stipulated above is received, a credit note will be issued for any balance outstanding.
8.5.2 All invoices are due for payment 30 days from invoice date, unless otherwise agreed by BiP in writing. Payment will be deemed to be late if payment is still outstanding after this default credit period of 30 days.
8.6 MOD DCO subscribers
8.6.1 If You purchase any of the DCI services via the MOD DCO portal, the terms herein govern specifically the use of the DCI services. Use of the MOD DCO service specifically remains under the governance of the Terms and Conditions thereof.
9 OUTSTANDING SUBSCRIPTION PAYMENTS
9.1 Failure to make full payment within 90 days of invoice date, or failure to make instalment payments as agreed in writing with BiP, will result in the service being suspended until payment is made. This does not affect BiP’s right to collect full payment for the annual Subscription.
9.2 Any invoice outstanding beyond the periods stipulated above may be referred to an external debt collection agency, in which case a surcharge of 15% plus VAT will be payable to cover the collection costs incurred. This surcharge, together with all other charges and legal fees incurred will be the responsibility of the Licensee and will be legally enforceable.
9.3 Under the terms of The Late Payment of Commercial Debts (Interest) Act 1998, BiP retains the right to charge interest on overdue accounts. The interest on overdue bills is calculated at the rate of 8% above the Bank of England base reference rate. Purchasers cannot contract out of late payment legislation.
9.4 Should the Licensee seek termination of the Subscription before the end of the Subscription year then in progress and a payment remains outstanding, this request will be subject to the Early Service Termination clauses (see 8).
10.1 You acknowledge that this Licence is granted solely to You as a named user on behalf of the organisation identified on the registration form and neither this Licence nor the Service may be transferred, sub-licensed or otherwise assigned. Any export of the Service is subject to the requirements and restrictions of applicable laws and regulations. You may configure the Service for Your own use provided it is in support of Your Authorised Use. You agree that You will not allow others to use Your user name, password and/or account and You are responsible for maintaining the confidentiality and security of Your account. You agree to notify BiP immediately of any unauthorised use of Your password and/or account. BiP shall not be responsible for any losses arising out of the unauthorised use of Your user name, password or account and You agree to indemnify and hold harmless BiP for any improper, unauthorised or illegal uses of the same.
10.2 Any reference to a linked site or any specific third party product or service by name does not constitute or imply its endorsement by us, and You assume all risk with respect to its use. Under no circumstances shall BiP Solutions Ltd, nor its affiliates, agents, and suppliers, be liable for any damages, including without limitation, direct, indirect, incidental, special, punitive, consequential, or other damages (including without limitation lost profits, lost revenues, or similar economic loss), whether in contract, tort, or otherwise, arising out of the use or inability to use the materials available in this site or any linked site, even if the Licensor is advised of the possibility thereof, nor for any claim by a third party except in the case of death or personal injury caused by BiP Solutions Ltd’s negligence.
10.3 You shall not copy, use, modify, transmit, distribute, reverse engineer, or in anyway exploit copyrighted or proprietary materials available on this site, except as expressly permitted by BiP Solutions Ltd. Exporting, or extracting BiP Solutions Ltd data from this website into other databases is expressly prohibited as is the reselling of BiP Solutions Ltd information. All trademarks, service marks, and trade names in this site are the marks of the respective owner(s), and any unauthorised use thereof is strictly prohibited. BiP Solutions Ltd shall not be liable for any errors, inaccuracies or delays in content, or for any actions taken in reliance thereon. BiP Solutions Ltd expressly disclaims all warranties, expressed or implied, as to the accuracy of any the content provided, or as to the fitness of the information for any purpose.
11.1 You may not 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 portion of any BiP websites, the Service or any Materials 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. BiP reserves the right to bar any such activity, including via software and other electronic means.
11.2 You may not attempt to gain unauthorised access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any BiP server, or to any of the services offered on or through any BiP websites, by hacking, password ‘mining’ or any other illegitimate means.
11.3 You may not probe, scan or test the vulnerability of any BiP websites, and/or the Service or any connected network, nor breach any of BiP’s security or authentication measures. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to any BiP website or the Services, or exploit the Service or any service or information made available or offered by or through BiP’s website, in any way where the purpose is to reveal any third party information. You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of BiP’s websites, Service or other systems. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. You agree that You will not make or attempt any denial of service attacks against BiP.
12.1 The Service may present links to third party websites not owned or operated by BiP. BiP is not responsible for the availability of these sites or their content. You agree that BiP 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.
13.1 BiP may present advertisements or promotional materials on or through the Service and on any BiP websites. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions by any third party advertisers on or through the Service are solely between You and such third party. You agree that BiP shall not be responsible or liable for any loss or damage of any kind incurred by You as the result of any such dealings or as the result of the presence of such third parties on the Service
14.1 In the event that BiP considers or determines, in their complete discretion, that You have breached, violated or contravened any provision of this Agreement or has otherwise demonstrated inappropriate conduct in the use of the Service, BIP reserve the absolute right, at its sole discretion to:
14.1.1 Warn You that You have violated the Licence and ask You to discontinue such conduct; and/or
14.1.2 Discontinue Your membership of the Service and / or any other related services, including paid for content / features
14.1.3 Take measures (including terminating, suspending or restricting Your use of the Service) to prevent You from using the Service or linking to or accessing the website; and/or
14.1.4 Terminate this Licence with immediate effect.
14.2 If BiP terminates this Agreement or suspends Your account for any of the reasons set forth in this Agreement, BiP shall have no liability or responsibility to You, and BiP will not refund any amounts that You have previously paid.
15.1 If BiP receives a notice alleging that You have engaged in behaviour that infringes BiP’s or any other party’s intellectual property rights, or reasonably suspects the same, BiP may suspend or terminate Your account without notice to You. If BiP suspends or terminates Your account under this paragraph, it shall have no liability or responsibility to You, including for any amounts that You have previously paid.
16.1 All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the Service are the property of BiP and/or its affiliates. You may not copy, display or use any of these marks without prior written permission of the relevant owner. The Service and/or portions of the Service may be protected under patent law and may be the subject of issued patents and/or pending patent applications.
17.1 BiP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to You, without any liability to You or to any third party.
17.2 BiP reserves the right to vary the free and paid-for content/features of the Service and does not guarantee that the content/features of the Service provided free of charge will remain free of charge and does not guarantee that the content /features of the Service provided subject to payment will remain a paid-for service.
18.1 BiP will use reasonable endeavours to make the Service available 24 hours a day during Your Subscription Period. However, BiP will not be liable if for any reason the Service is not available at any particular time or for any reasonable period.
19.1 BiP’s entire liability and Your exclusive remedy in the event that a valid claim is made by You to BiP within the terms of the aforesaid warranty shall be, at BiP’s option, the repair, reinstatement or replacement of the Service within a reasonable time.
19.2 If any provision of this Licence is judged to be illegal or unenforceable by a court of competent jurisdiction, the remainder of the provisions of the Licence shall continue in full force and effect.
20.1 BiP and its licensors disclaim all other conditions or warranties express or implied, statutory or otherwise which are hereby expressly excluded to the extent permitted by law. For the avoidance of doubt, neither BiP nor its licensors warrant the quality or accuracy of any information or documentation resulting from or transmitted using the Service. There is no warranty by BiP or any other party or person that the functions contained in the Service will meet Your requirement or that the operation of the Service will be uninterrupted or error free. You assume all responsibility for the selection of the Service to achieve Your intended results, and for the installation use and results obtained from it.
21.1 Neither BiP nor its licensors shall be liable for any indirect, special or consequential loss, loss of profits, loss of revenue, loss of business, loss of use, loss of contracts, loss of anticipated savings or for any indirect economic or financial loss whatsoever and howsoever suffered, even if BiP has been advised of the possibility of such damages.
21.2 Nothing in this Licence shall exclude or limit BiP’s liability for death or personal injury or any other liability that cannot be lawfully excluded under any applicable law.
22.1 BiP will not be liable for any delay in performing or failure to perform its obligations under this Licence due to any cause outside BiP’s reasonable control. Such delay or failure shall not constitute a breach of this Licence and the time for performance of the affected obligation shall be extended by such period as is reasonable.
23.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Scotland and any disputes shall be subject to the jurisdiction of the courts of Scotland, unless otherwise submitted by BIP Solutions Ltd.
DCI Terms & Conditions v9.2 – Effective from 16 February 2017