User Licence Terms
- J4L Group Limited (company number 11012403) trading as Contract Finder Pro (“CFP”, “we” and “us”) is a company registered in England and Wales and our registered office is at 395 Lugtrout Lane, Catherine-De-Barnes, Solihull, England, B91 2TN which is also our main trading address. We operate the website www.contractfinderpro.com (“Site”) and Contract Finder Pro database (“Database”).
- To contact us please email our customer service team at email@example.com. How to give us formal notice of any matter under this licence is set out inclause 16 (Notices).
- This user licence (“Licence” or “Terms”) sets out the terms on which we licence use of the Services, Database and Documentation to you (“Customer” or “you”).
- We always remain the owners of the Database and Documentation.
- You understand that by proceeding with use of the Services you agree to be bound by these Terms.
- These Terms shall apply and prevail over any inconsistent terms or conditions contained, or referred to any other document supplied by you, or implied by law, trade custom, practice or course of dealing.
- In this agreement the following terms have the following meanings:
“Authorised Users” means the partners, employees and consultants of the Customer.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.
“Documentation” means any FAQs, manuals and materials (in whatever format) supplied by us to aid the use of the Database.
“Fee” or “Fees” means the monthly licence fee that is payable for a Subscription agreed between you and us.
“Intellectual Property Rights” means all copyright, patent rights, trade or service marks, design rights, rights in or relating to databases, rights in computer product, rights in or relating to confidential information or any other intellectual property rights (whether registered or unregistered) throughout the world, including all rights of reversion and rights to any applications and pending registrations.
“Order” means an order or request from you to use the Services for the Fee.
“Purpose” has the meaning set out in clause 3.2.
“Services” means the provision of the Database and the Documentation and the related services.
“Start Date” means the date from which the Services are provided in accordance with these Terms.
“Subscription” means a licence to use the Services on these Terms following payment of the Fee.
“Trial” means a licence to use the Services on a non-fee-paying basis for the Trial Period on these Terms.
- The headings in this licence are inserted for convenience only and shall not affect its construction or interpretation. Words importing the singular include the plural and vice versa. Words importing a gender shall include all genders.
- Reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them as from time to time amended, consolidated or re-enacted.
- Our Licence with You
- In consideration of you agreeing to be bound by these Terms, and subject to any restrictions contained within (including, without limitation, clause 3.2 below), CFP grants to you and the Authorised Users a limited, non-exclusive, non-transferable licence to access and use the Services (a) in the case of an Order for the duration of the Subscription and (b) in the case of a Trial for the duration of the Trial Period.
- You may use the Services for your own business purposes only (“Purpose“). Subject to the obligations in clause 3.3 below, you may use the materials generated from the Services for the Purpose for external publication subject to written acknowledgement in the publication of CFP being the provider of the information.
- Except to the extent set out in this clause you: (a) may only use the Services for the Purpose and for no other purposes; (b) may not allow third parties access to the Services or to the Customer’s user names and passwords; (c) may not use the Services on behalf of any third party (which includes providing any service to a third party using the Database); (d) will not modify, adapt or create derivative works from the Database and the Documentation or copy the Database or Documentation; (e) will not reverse-engineer or decompile the Database; (f) will use your best endeavours to prevent unauthorised access to the Database and unauthorised access, use or copying of the Database or Documentation (or any part of them) and will notify CFP immediately if you become aware of any such unauthorised access, use or copying by any person; and (g) will take reasonable steps to ensure that nobody other than Authorised Users accesses the Database.
- Without limiting this clause 3 and any other restriction in this agreement, you will not use or analyse the Database in order to analyse the way in which the Database operates or the methodology behind the Database, whether as a means of developing a competing service (either by itself or using a third party to do so) or for any other purpose.
- Subscription Request and Acceptance
- To subscribe to the Service, please follow the onscreen instructions found on our Site services page, including registering the details of your business. You may only submit a request to subscribe to the Service, or Order, through the process set out on the Site. Each request for a subscription is an offer by you to buy the Services subject to these Terms.
- You are responsible for ensuring that your Order information is complete and accurate.
- Our acceptance of your Order takes place when we send an email to you confirming acceptance of it (Confirmation of Subscription), at which point and on which date (Commencement Date) the Licence between you and us will come into existence. The Contract will relate only to those Services confirmed in the Confirmation of Subscription.
- If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount.
- Each subscription to the Service will include an optional free Trial, which will commence on the Start Date and end after fourteen (14) days (“Trial Period“). If you cancel your subscription to the Services while it is in the Trial Period, the Subscription will end on Trial Period expiry and no payment will be taken. Subscriptions that are not cancelled in accordance with clause 13.8 (Termination) will continue and payment will be taken in accordance with clause 7 (Fees and Payment).
- You may cancel the Subscription at any time if you notify us in accordance with clause 13 (Termination).
- Our Services
- Any descriptions on our site are published for the sole purpose of giving an approximate idea of the services described in them. They do not form part of the Licence or have any contractual force.
- Subject to our right to amend the subscription (see clause 6.3), we will supply the Services to you in accordance with the Subscription appearing on our Site at the date of your request.
- We reserve the right to amend the Subscription if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services and we will notify you by email in advance of any such event.
- We warrant to you that the Services will be provided using reasonable care and skill.
- We will use all reasonable endeavours to meet any performance dates specified in the Confirmation of Subscription, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate for material breach (clause 13.3).
- Party obligations
- We will provide you with access to the Services for the duration of the Subscription in the case of an Order and for the Trial Period in the case of a Trial.
- We warrant that CFP has the right to grant the licences expressly granted by it under this agreement and that you will not infringe any third-party Intellectual Property Rights by using the Services. The Database contains public sector information (a) licensed for use by the UK Government under the Open Government Licence v3.0 and/or (b) from the EU Tenders Electronic Daily website licenced for re-use by the European Commission.
- During the term of a Subscription, CFP will provide the Customer with telephone and online support as available, but the Customer agrees that no commitments in terms of support availability, response or resolution times are given.
- CFP will be under no obligation to provide any enhancements or updates to the Database. We may provide enhancements or updates of the Services to the Customer at our absolute discretion. Any such enhancements or updates of the Services will be subject to the terms and conditions set out in this agreement.
- The Customer will be responsible for ensuring it has compatible browser and functioning internet connections and for the hardware, operating system and related software required to access the Services.
- The Customer will be solely responsible for the security, and for the back-up, of its own data and CFP will have no liability for any loss or corruption of any such or data, however caused.
- Except as expressly provided in this agreement, no other warranties, undertakings, conditions or terms of any kind, whether express or implied, statutory or otherwise will apply, and all warranties, conditions, terms or other undertakings implied at law or by custom as to the condition, quality, performance, satisfactory quality or fitness for purpose of the Services or any part thereof are excluded. In particular:
- you assume sole responsibility for results obtained from the use of the Database and for conclusions drawn from such use.
- no condition, warranty, representation or other term is given or entered to the effect that that use of the Services will be uninterrupted or error-free or that they will perform to or operate in accordance with any standard.
- Fees and Payment
- The Fees for a Subscription are payable in accordance with the terms set out in the Order, which are either monthly or annual in advance.
- We will take your first payment upon acceptance of your request for a Subscription and will take subsequent payments monthly in advance on the same day of the month as your original request.
- Payment for the Services is either by direct debit, credit or debit card online as well as online bank transfers.
- We will send you an email containing the Confirmation of Subscription once your request has been made. If you require a written invoice(s) you should email our customer services team to request this. Your invoice(s) will be emailed to you using the email address you provided on registration.
- If CFP has not received payment within fourteen (14) days after the due date, and without prejudice to any other rights and remedies of CFP:
- CFP may, without liability to the Customer, suspend the access of the Customer to all or part of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of The Bank of England at the date the relevant invoice was issued (or at 4% a year for any period when that base rate is below 0%), commencing on the due date and continuing until fully paid, whether before or after judgment.
- All amounts and fees stated or referred to in this agreement (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable and (c) are exclusive of all taxes (including, without limitation, value added tax and withholding tax) which shall be added to CFP’s invoice(s) at the appropriate rate.
- In the event a customer requests a refund, CFP may decide to refund the charge. This decision will be entirely at CFP’s discretion (see 7.6). To reflect any costs incurred by CFP an administration charge of 5% of the transaction value will be deducted from any refunded amounts.
- Notwithstanding clause 13 (Termination) and without limiting our remedies you must pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- CFP shall be entitled to increase the Fees on not less than 60 days’ prior notice to the Customer.
- If a problem arises or you are dissatisfied with the Services, please refer to our Complaints Policy on the Site for guidance on how to report your matter and/or contact our customer services team by email.
- Intellectual Property Rights
- Any intellectual property rights in or arising out of or in connection with the Database, Documentation and Services (other than intellectual property rights in any materials provided by you) will be owned by us and/or our licensors.
- The Customer shall have no rights in or to the Database, Documentation and Services (including any Intellectual Property Rights therein) other than the right to use them in accordance with the terms of this agreement.
- As part of this Licence, we agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the Licence term to copy any intellectual property in or arising out of or in connection with the Services (excluding any materials provided by you) for the purpose of receiving and using the Services.
- You may not sub-license, assign or otherwise transfer the rights granted in clause 10.3.
- Confidential Information
- The receiving party agrees not to use Confidential Information of the other party except as necessary for the performance of this agreement. The receiving party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information. The receiving party agrees to take all reasonable precautions to prevent any unauthorised disclosure of Confidential Information of the other party including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this clause, and (iii) who are informed of the non-disclosure obligations imposed by this clause and the receiving party will take appropriate steps to implement and enforce such non-disclosure obligations.
- The confidentiality obligations in this Clause do not apply to information which: (a) is or becomes known by the receiving party without breach of any obligation to maintain its confidentiality; (b) is or becomes known to the public through no act or omission of the receiving party; (c) is independently developed by the receiving party without the use of any Confidential Information; or (d) is disclosed in response to a valid order by a court or governmental body, if prior to such disclosure, the receiving party gives written notice to the other party, so as to afford it the opportunity to object. If such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
- The Customer agrees that CFP may refer to the Customer as a user of the Services on its website and its marketing materials in print, online and on social media. The parties anticipate that CFP may wish to use the Customer as a case study or other form of marketing reference for the Services and Database, subject to the agreement of the parties (acting in good faith) as to the content of such materials.
- Except as set out above, each party will keep the existence, terms and nature of this agreement, and the discussions between the parties, confidential and will not release or make any public statement, advertisement or other disclosure with regard to this agreement without the prior written consent of the other party.
- Personal Data Handling
- Throughout the term of this Licence, it may be necessary from time to time for either party to have access to personal data.
- In relation to any transfer and processing of personal data as referred to in this clause:
- To the extent (if any) that CFP will be a data processor, CFP will process the personal data only in accordance with the terms of this agreement and any reasonable instructions given by the Customer from time to time.
- Each party warrants that where it is a data controller in respect of such personal data it will be and remain in compliance with the Data Protection Act 1988; and
- Each party will take appropriate technical and organisational measures against (i) unauthorised or unlawful processing of the personal data; and (ii) accidental loss or destruction of, or damage to, the personal data.
- Exclusions and limitations
- Nothing in the Contract limits or excludes our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors.
- fraud or fraudulent misrepresentation.
- c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
- any other liability which cannot be limited or excluded by applicable law
- even if any other term of this agreement would otherwise suggest that this might be the case.
- Subject to clause 12.1 above, CFP shall not be liable to the Customer (whether for breach of contract, negligence, misrepresentation or for any other reason) for any loss or damage whatsoever incurred or sustained by the Customer in connection with this agreement and/or its use of the Services whether such loss or damage is direct, indirect or consequential and including, without limitation: (a) loss of profit; (b) loss of business; (c) lost data; (d) rerun time; (e) inaccurate output; (f) work delays, or (g) wasted staff or management time.
- Subject to clause 12.1 above and without prejudice to clause 12.2, CFP’s maximum aggregate liability under or in relation to this agreement (whether for breach of contract, negligence, misrepresentation or for any other reason) will be limited to the aggregate sums (if any) paid by the Customer to CFP during the three (3) months preceding the date on which the claim is made.
- Nothing in the Contract limits or excludes our liability for:
- A Subscription shall commence on the Start Date and shall continue until terminated by written notice to the other. Following the giving of notice in accordance with clause 13.8 below, the agreement shall terminate at the end of the month in which notice is given and the Fee for that whole month that shall remain due and payable.
- A Trial shall commence on the Start Date and shall terminate automatically at the end of the Trial Period.
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without notice if the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach.
- Apart from any other rights which CFP may have, if the Customer breaches this agreement CFP may suspend performance of any of its obligations or exercise of any of the Customer’s rights under this agreement until the Customer remedies the breach to the reasonable satisfaction of CFP.
- All licences granted by CFP under this agreement will automatically terminate on expiry or termination of this agreement (for whatever reason) and the Customer will immediately cease all use of the Services and will promptly return to CFP all copies of the Confidential Information of CFP in its possession or control or (at CFP’s option) destroy them and certify in writing that this has been done.
- Expiry or termination of this agreement (for whatever reason) will not affect:
- any accrued rights or liabilities which either party may have by the time termination takes effect; or
- the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after its expiry or termination.
- Without prejudice to the foregoing clauses 13.5 and 13.6, clause 9 (Intellectual Property Rights), clause 10 (Confidential Information), clause 11 (Personal Data Handling) and clause 12 (Exclusions and Limitations) will survive termination or expiry of this agreement.
- To cancel the Contract, you must either email our customer service team (firstname.lastname@example.org) or submit notice via our Site to advise us that you wish to cancel (“Cancellation Notice“). Please include details of your subscription (such as your business name) to help us to identify it. Once the Cancellation Notice has been sent you will continue to receive the Services until the end of the month you have paid for in advance and will not be charged for any further months. The last day of the month you have paid for in advance will be the end date of your Licence.
- Events Beyond Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Licence that is caused by any act or event beyond our reasonable control (“Event Beyond Our Control” or “EBOC”).
- If an Event Beyond Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Licence will be suspended and the time for performance of our obligations will be extended for the duration of the EBOC. We will arrange a new date for performance of the Services with you after the EBOC is over.
- You may cancel the Licence affected by an EBOC which has continued for more than 30 days. To cancel please contact us by email in accordance with clause 14.8 above. If you opt to cancel, we will refund the price you have paid for the time affected by the Event Beyond Our Control, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Beyond Our Control for that period. The Licence will end at the time your email is received by us.
- You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
- All notices, agreements and consents under this agreement must be in writing and submitted to us either via our Site or sent by email to the recipient address set out in the Order or to such other address as the relevant party will notify to the other in accordance with this clause.
- A notice or other communication is deemed to have been received at 9.00 am the next working day after sending.
- In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
- The provisions of this condition will not apply to the service of any proceedings or other documents in any legal action.
- Any letter may be delivered by hand or first class pre-paid letter and will be treated as having been delivered (a) if sent by hand, when delivered; and (b) if by first class post, 48 hours after posting.
- Non-performance – Neither party will be liable for any delay or failure in performing any of its obligations under this agreement if such delay or failure is caused by circumstances outside its reasonable control
- Non-reliance – This agreement sets out all the terms that have been agreed between the parties in relation to the subjects covered by it. Each party acknowledges that, in entering into this agreement, it has not relied on any statement or representation not expressly set out in this agreement.
- Sub-contracting and assignment – We may sub-contract the performance of any of CFP obligations under this agreement, provided CFP remains liable to the Customer for any breach of this agreement if it sub-contracts any of its obligations. CFP may assign this agreement or any of its rights or obligations under this agreement without the Customer’s prior written consent. The Customer may not assign any or all its rights or obligations under this agreement without the prior written consent of CFP.
- Variation – Any variation of this agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- Waiver – If we do not insist that you perform any of your obligations under the Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- Severance – Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- Third party rights – The licence is between you and us. No other person has any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
- Governing law and jurisdiction – This agreement is to be interpreted in accordance with English law and parties submit to the exclusive jurisdiction of the English courts.