1. 1. INTERPRETATION

   1. 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	In respect of any company, a company which is, from time to time, its subsidiary undertaking or parent undertaking, or a subsidiary undertaking of that parent undertaking (as the terms “subsidiary undertaking” and “parent undertaking” are defined in s.1162 and schedule 7 of the Companies Act 2006)
      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.
      API	Means Application Programming Interface – a service between two software applications
      Authorised Use	Use of the Service in accordance with the Agreement.
      Data Controller	A “Data Controller” determines the purposes for which and the means by which personal data is processed. If a company or organisation decides ‘why’ and ‘how’ personal data should be processed, it is a Data Controller. More than one organisation can be a Data Controller of the same data if they are individually responsible for different elements of use, process and data protection. The ICO’s definition provides flexibility, such that it can allow one Data Controller to mainly, but not exclusively, control the purpose of the processing with another Data Controller. This means it is not a requirement for there always to be a Data Controller/Data Processor relationship in place, as in some instances the relationship between two parties may be Data Controller/Data Controller, depending on the scenario.
      Data Processor	A “Data Processor” processes personal data on behalf of and for the interests of the Data Controller.
      Data Owner	A “Data Owner” is a company or organisation that owns data (has rights in the data) who may license the use of the data to another company or organisation based on specific terms and conditions. BiP Solutions is a Data Owner.
      Intellectual Property Rights	All copyright, database rights, patents, trademarks, 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 licence 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 together with its Affiliates to the extent they benefit from the Service.
      Licensor	BiP Solutions Ltd of Medius, 60 Pacific Quay, Glasgow, G51 1DZ.
      Order Form	The online registration form and any associated pages and communications used to sign up for the Service identifying the Licensee whereby in any case the Licensee’s acceptance has been signified by acceptance of these Terms and Conditions during the email verification and account activation process.
      Service	The software / computer programs described in clause 4 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 now 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 by a Licensee for use of the Service as set out on the Order Form and payable by the Licensee to the Licensor in accordance with Clause 5 for their Subscription.
      Subscription Level	The Subscription Level denotes the level of access a User has to different combinations of tools and benefits, with higher subscription levels allowing Users greater access to product features and geographic coverage.
      Subscription Period	The contractual period of time over which a Subscription runs, commencing on activation of the Licensee’s User account and each anniversary thereof. Although this is typically one year, it may be longer subject to what the Licensee agreed to on the Order Form.
      Subscription Renewal Fee	The licence fee payable by a Licensee to the Licensor for continued use of the Service in accordance with Clause 6.
      Subscription	A purchase and agreement made by a Licensee to receive and be given access to paid-for Services at a particular Subscription Level
      User(s)	The person or persons specifically identified to BiP as the named User(s) of the Service on behalf of the Licensee.
      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”.
      Your Data	All electronic data or information or documents submitted by You to the Service. These will be treated strictly as confidential (see Clause 16).

   2. 1.2. Clause headings shall not affect the interpretation of this Agreement.
   3. 1.3. Words in the singular shall include the plural and vice versa.
   4. 1.4. Any obligation in this Agreement not to do something includes an undertaking not to permit that thing to be done.
   5. 1.5. These Terms and Conditions shall take precedence over any terms or conditions that the Licensee purports to apply in conflict with these Terms and Conditions herein, whether the Licensee’s terms are contained in Licensee’s purchase orders, supplier agreements, or otherwise.

2. 2. APPLICABILITY

   1. 2.1. These Terms apply to users registering on the Website on or after 01 March 2025. For existing users, these Terms will become effective on 01 March 2025.

3. 3. SERVICE LICENCE

   1. 3.1. This Agreement constitutes a legal contract between the organisation (Licensee), as identified on the Order Form and the Licensor (hereinafter ‘BiP’) that governs the Licensee’s use of BiP’s Subscription Service available at https://app.bipintelligence.com/ui/dashboard.html and https://dashboards.bipsolutions.co.uk
   2. 3.2. Upon commencement of a Subscription, BiP as Licensor grants the Licensee the right to have the number of named Users (identified by an email address that specifically identifies the User) that the Subscription level determines.
   3. 3.3. By Subscribing to or 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.
   4. 3.4. 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. Licenses cannot be shared or used by more than one User. Licensed Users may be transferred at the express agreement of BIP.
   5. 3.5. 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.
   6. 3.6. 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 Subscribe to or register for the Service.
   7. 3.7. 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.
   8. 3.8. 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. If the changes will have a materially negative impact on the Licensee, BiP will inform the Licensee. Failure by BiP to inform of such shall result in the Licensee being bound by the terms signed up to when taking out the Subscription / renewal or the last revised version that they were informed of, whichever is the most recent.
   9. 3.9. 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 under Clause 7.
   10. 3.10. Solely for purposes of providing the Services, you hereby grant to BIP a non-exclusive, royalty free, worldwide right and license to make archival or backup copies of Your Data. Retention of such archival or backup copies of Your Data will be inline with our Privacy Policy. Except for the rights expressly granted herein, BIP does not acquire any any right, title or interest in or to Your Data, all of which shall remain solely with You.

4. 4. THE SERVICE

   1. 4.1. The service is an online business intelligence platform for the UK and Global public sector market. All users will be able to search, view and receive alerts for contracts and market insight, subject to the chosen subscription level. Additionally, the user will have access to a variety of business intelligence tools, customer support and resources, including but not limited to:
      • Tender, contract and award notices based on awarding authority and the type of goods, service or works; Choice of regions: UK and RoI, Europe or Global;
      • Choice of Sectors
      • Daily alert service available each working day (excluding bank holidays), which provides access to contract information from Your chosen region(s) – alert profiles can be tailored to specific business interests;
      • Search profile dashboards for each search profile created;
      • Award data profiles along with award data dashboards for each profile created;
      • Machine learning and AI that will learn from user behaviour and suggest relevant tender, contact and award notices;
      • UK and ROI framework opportunities;
      • Access to our public sector contacts database where you can search for key individuals by organisation and job function.
      • Access to Market Analytics that provides access to a variety of online analytics dashboards, data and resources relating to public procurement notice and award information.
      • Integrate to other systems via an API
   2. 4.2. Full access to additional regions and/or tiers of service and/or service options may require an upgrade to the current Subscription Level subject to Subscription charges and the Terms of Business under Clause 5 below.
   3. 4.3. Should a User request to stop sending email alerts as part of the Service, the Licensee understands that stopping sending alerts shall in no way be considered a breach of contract between BiP and the Licensee, and as such the contract shall remain fully in force and legally binding.

5. 5. TERMS OF BUSINESS

   1. 5.1. If You register on the website for a trial, BiP will 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.
   2. 5.2. If You register on the website for a trial, then at the end of the introductory trial period the trial Subscription will be cancelled.
   3. 5.3. Where a Subscription commences immediately 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. 5.4. If the Licensee commences with a 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 period of one year subject to earlier termination as set out in this Agreement.
   5. 5.5. The first Subscription Period will be charged at the fee indicated in the Order Form.
   6. 5.6. Any optional additional upgrade services selected when the Subscription commences will be charged at full cost, unless stated otherwise in the Order Form. 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 Subscription.
   7. 5.7. Any optional upgrade services made available free of charge during the trial period and/or the first Subscription Period will become chargeable upon renewal.
   8. 5.8. 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.
   9. 5.9. All Subscriptions outside the United Kingdom must be paid by bank transfer or Credit Card on completion of the Subscription activation process.
   10. 5.10. Where a credit account has been granted, payment is due 30 days from the invoice date.
   11. 5.11. Applications may be subject to credit checks.
   12. 5.12. 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.

6. 6. RENEWALS

   1. 6.1. Where You have purchased a Subscription or received free of charge you will automatically renew on the same package at the applicable price list.
   2. 6.2. Subscriptions will automatically renew for the same term as the Subscription Period should you not provide thirty (30) days notice as detailed in Clause 7.
   3. 6.3. Where the Licensor has granted a credit account you will be invoiced at renewal date.

7. 7. CANCELLATIONS

   1. 7.1. You can cancel the service at any time up to 30 days prior to renewal by emailing cancellations@bipsolutions.com
   2. 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.
   3. 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.
   4. 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 Clause 8).

8. 8. EARLY SERVICE TERMINATION

   1. 8.1. If the Licensee does not wish to continue receiving the service(s) for the remainder of the current Subscription Period, Early Service Termination must be requested. Requests for Early Service Termination must be confirmed in writing via email to cancellations@bipsolutions.com before they can be processed.
   2. 8.2. 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.
   3. 8.3. In all cases the full Subscription Fee invoiced will become payable, subject to the following:
      1. 8.3.1. 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.
      2. 8.3.2. Renewing subscribers may request early service termination within 30 calendar days of the start of the new Subscription Period. Such requests will be subject to an early termination fee equal to one third of the full Subscription Fee plus VAT. Settlement of such fee must be made within 35 calendar days from the start of the new Subscription Period, otherwise the Licensee will become subject to full payment.
      3. 8.3.3. Once payment in accordance with the Early Service Termination fees stipulated above is received, a credit note will be issued for any balance outstanding.
      4. 8.3.4. All invoices for Subscriptions in the UK 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.

9. 9. OUTSTANDING SUBSCRIPTION PAYMENTS

   1. 9.1. Failure to make full payment within 30 days of invoice date, or failure to make instalment payments as agreed in writing with BiP, can result in the service being suspended until payment is made. This does not affect BiP’s right to collect full payment for the Subscription Fee. Should the service be resumed, the period for which the Subscription has been suspended will not be added to the Subscription period.
   2. 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 reasonable charges and reasonable legal fees incurred will be the responsibility of the Licensee and will be legally enforceable.
   3. 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.
   4. 9.4. Should the Licensee seek termination of the Subscription before the end of the Subscription Period then in progress and a payment remains outstanding, this request will be subject to the Early Service Termination clauses (see Clause 8).

10. 10. YOUR DATA ON TERMINATION OR EXPIRY OF YOUR LICENCE

    1. 10.1. On the termination or expiry of Your Licence, You shall cease, and shall ensure that all Users cease, all use of the Service.

11. 11. OTHER RESTRICTIONS

    1. 11.1. The Licensee acknowledges that this Licence is granted solely to named Users 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 except with the express permission of BiP. If the Licensee wishes to change the named User, it must notify BiP in writing and BiP shall implement the change on behalf of the Licensee.
    2. 11.2. Any export of the Service is subject to the requirements and restrictions of applicable laws and regulations.
    3. 11.3. The User(s) may configure the Service for the User’s own use provided it is in support of the Licensee’s Authorised Use. If BIP configure the Service, it is the User’s responsibility to check that this meets their needs. BIP will have no liability for any errors or omissions.
    4. 11.4. The Licensee and User(s) agree that others will not be allowed to use the User’s Username, password and/or account and the Licensee and User(s) are responsible for maintaining the confidentiality and security of the account.
    5. 11.5. In the event that you are an API user and your API key is compromised, it is your responsibility to ensure that your API key is deactivated using the API key admin page
    6. 11.6. The Licensee agrees to notify BiP immediately of any known or suspected unauthorised use of the password and/or Subscription, including loss, theft, or unauthorised disclosure of Your password(s). You are responsible for maintaining the confidentiality of Your password. BiP shall not be responsible for any losses arising out of the unauthorised use of the User’s username, password or account and the Licensee agrees to indemnify and hold harmless BIP for any improper, unauthorised, or illegal uses of the same. You will never be required to reveal Your password to any agent or representative of BiP.
    7. 11.7. 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 the Licensee assumes all risk with respect to its use.
    8. 11.8. The Licensee shall not copy, use, modify, transmit, distribute, reverse engineer, or in any way exploit copyrighted or proprietary materials available on this site, except as expressly permitted by BiP. Reselling of BiP’s information included in this Service is expressly prohibited. All trademarks, service marks, and trade names in the site are the marks of the respective owner(s), and any unauthorised use thereof is strictly prohibited. BiP shall not be liable for any errors, inaccuracies, or delays in content, or for any actions taken in reliance thereon. BiP 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.

12. 12. FAIR AND ACCEPTABLE USE POLICY

    1. 12.1. BiP’s fair and acceptable usage policy is designed to make sure the Service provided to You delivers value, is fast and reliable. The list under Clause 12.2 below details all the uses of the Service that BiP considers to be unfair or unacceptable. You must ensure that any use of the Service, by You complies with this policy. If You contravene this policy, BiP may (a) give You notice to stop the unacceptable use(s), or (b) terminate or suspend Your Service with or without notice as we consider appropriate under this agreement.
    2. 12.2. You shall not use the Service for:
       1. 12.2.1. Unlawful, fraudulent, criminal, or otherwise illegal activities.
       2. 12.2.2. Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading, or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person.
       3. 12.2.3. Knowingly or negligently creating, transmitting, storing, publishing or uploading any electronic material (including, without limit, files that contain viruses, corrupted files, Trojans or any other similar Malicious Code, scripts or similar software programs or instructions) which will or are designed, known or likely to delete, interrupt, damage, destroy, change, modify or limit the functionality of any computer software, hardware, telecommunications equipment or data or data files owned by BiP or any other User of or customer of BiP using the Service.
       4. 12.2.4. Activities that invade another’s privacy, cause annoyance, inconvenience or needless anxiety to any person.
       5. 12.2.5. Activities that are in breach of any third party’s rights, including downloading, installation or distribution of pirated software or other inappropriately licensed software, deletion of any author attributions, legal notices or proprietary designations or labels in any file that is uploaded, falsification of the origin or source of any software, document, or other material.
       6. 12.2.6. Anything that may disrupt or interfere with BiP’s network or Service or cause a host or the network to crash.
       7. 12.2.7. Launching “denial of service” attacks; “mail bombing” attacks or “flooding” attacks against a host or network.
       8. 12.2.8. Granting access to the Services to others who are not authorised Users, or in any way reselling or re-providing the Service to third parties.
       9. 12.2.9. Making excessive use of or placing unusual burdens on the service.
       10. 12.2.10. Circumventing the user authentication or security process of the host or network.
    3. 12.3. You are responsible for all uses made of the Service through Your account and for any breach of this policy whether an unacceptable use occurs or is attempted, whether You knew or should have known about it, whether or not You carried out or attempted the unacceptable use alone, contributed to or acted with others or allowed any unacceptable use to occur by omission. You agree that BiP is not responsible for any of Your activities in using the Service.
    4. 12.4. If BiP feels that Your activities are so excessive that other customers are detrimentally affected, BiP may give You a written warning (by email or otherwise). In extreme circumstances, if the levels of activity do not immediately decrease after the warning, BiP may terminate or suspend Your Service.
    5. 12.5. In order to safeguard the network and facilities as well as to protect against egregious use of the storage facilities provided with the Services, your usage will be subject to these terms of fair usage and BiP may monitor your usage to ensure compliance. The vast majority of BiP’s Customers will not use the Service’s storage facilities excessively. BiP will determine from time to time what is deemed excessive usage in relation to typical uses of the Service. Currently the usage range per Customer is estimated well below 10Gb of cloud storage space. This estimate is subject to periodic review based on future customer behaviour and usage of the Service.

13. 13. LICENSEE’S USE OF BIP WEBSITES AND WEB-BASED ELEMENTS OF THE SERVICE

    1. 13.1. The Licensee may not use any ‘deep-link’, ‘page-scrape’, ‘robot’, ‘spider’ or other automatic device, programme, 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.
    2. 13.2. The Licensee 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.
    3. 13.3. The Licensee 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. The Licensee 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 Service or exploit the Service or any services or information made available or offered by or through BiP’s websites, in any way where the purpose is to reveal any third-party information. The Licensee will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of BiP’s websites, the Service or other systems. The Licensee agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service. The Licensee will not make or attempt any denial-of-service attacks against BiP.

14. 14. LINKS TO THIRD PARTY SITES

    1. 14.1. 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. The Licensee agrees 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 the Licensee’s use of or reliance on any content of any such site or goods or services available through any such site.
    2. 14.2. Materials provided by third party providers have not been independently authenticated in whole or in part by BiP Solutions.
    3. 14.3. The original (or source) data provided within the Service is created and published by third parties (e.g. local authorities or central government departments). BiP Solutions is not responsible for any omissions or inaccuracies in the original or source data, and will not be held liable for any indirect, punitive, special, incidental, or consequential damage (including loss of business, revenue, profits, use, data or other economic advantage) that arise from its use. Any questions regarding the accuracy or completeness of the original or source data should be directed to the originators of such materials

15. 15. PROMOTIONS AND ADVERTISING

    1. 15.1. BiP may present advertisements or promotional materials on or through the Service and on any BiP websites. The Licensee’s participation in any promotional event is subject to the terms and conditions associated with that event. The Licensee’s dealings with, or participation in promotions by any third-party advertisers on or through the Service are solely between the Licensee and such third party. The Licensee agrees that BiP shall not be responsible or liable for any loss or damage of any kind incurred by the licensee as the result of any such dealings or as the result of the presence of such third parties on the Service.
    2. 15.2. 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.

16. 16. CONFIDENTIALITY

    1. 16.1. During the course of the parties’ relationship, a party may have access to the other party’s Confidential Information. The parties agree that the term “Confidential Information” shall mean any information, technical data, or know-how, including, without limitation, that which relates to research, products, services, customers, markets, inventions, processes, designs, marketing, future business strategies, trade secrets, finances, and other non-public information of the disclosing party, including the details of this Agreement. The amount and type of Confidential Information to be disclosed is completely within the sole discretion of each party.
    2. 16.2. The parties agree that Confidential Information does not include a party’s information, which the other party can establish by legally sufficient evidence:
       1. 16.2.1. Was in the possession of, or was rightfully known by a party without an obligation to maintain its confidentiality prior to its receipt from the other party;
       2. 16.2.2. Is or becomes generally known to the public without a breach of this Agreement;
       3. 16.2.3. Is obtained by a party in good faith from a third party having the right to disclose it without an obligation of confidentiality;
       4. 16.2.4. Is independently developed by a party without use, directly or indirectly, of Confidential Information received from the other party; or
       5. 16.2.5. Is authorised in writing by a party to be released from the confidentiality obligations herein.
    3. 16.3. Non-Disclosure: Each party agrees that it shall not use or permit the use of any Confidential Information of the other party except to the extent reasonably required for purposes of this Agreement, nor disclose or permit to be disclosed the Confidential Information of the other party to any person or entity (other than its own employees, agents, representatives, or affiliated entities having a reasonable need for such information for the purposes of this Agreement and that have agreed to keep such information confidential), nor duplicate any Confidential Information of the other party which consists of computer software or documentation or other materials expressly restricted against copying or which carry the notation “Confidential,” “Company Confidential,” and/or “Proprietary”, unless such duplication, use or disclosure is specifically authorised in writing by the other party. Each party agrees that damages may not be adequate to protect the other party in the event of a threatened breach of this Clause 16, and that either party may take equitable action, including seeking injunctive relief, to enforce this Clause 16.
    4. 16.4. The provisions of this Clause 16 shall survive the termination or expiration of this Agreement.
    5. 16.5. Legal Disclosure: If it is reasonably necessary for the receiving party to disclose any Confidential Information to (i) enforce this Agreement, (ii) comply with a judicial or administrative proceeding or similar process, or (iii) comply with a stock exchange rule, or rule of any other regulatory authority which has jurisdiction over receiving party, the receiving party will, if permitted, provide the disclosing party with prompt written notice so the disclosing party may, at the disclosing party’s sole expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event such protective order or other remedy is not obtained, the receiving party will not be in breach of this Agreement by furnishing such Confidential Information as legally required and will exercise commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information so disclosed, at the disclosing party’s expense.

17. 17. CONSEQUENCES OF BREACH OF THESE TERMS OR INSOLVENCY

    1. 17.1. In the event that BiP considers or determines, in their discretion, that the Licensee has breached, violated, or contravened any provision of this Agreement or have otherwise demonstrated inappropriate conduct in the use of the Service, BiP reserves the absolute right to warn the Licensee of the License violation and ask the Licensee to discontinue such conduct.
    2. 17.2. This Agreement may be terminated immediately:
       1. 17.2.1. By either party if the other commits ay material breach of any term of this Agreement and which, in the case of a breach capable of being remedied shall not have been remedied within 30 days of a written request to do so: or
       2. 17.2.2. By either party in circumstances where the other party shall have appointed a receiver or administrator or administrative receiver, ceases trading or shall be unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, becomes or is declared insolvent, or other steps are taken for the winding up or putting into bankruptcy of the other party or for the making of an administrative order (including similar events or steps in any jurisdiction outside England which are analogous with the events or steps described in this Clause 17.2.2) otherwise than for the purpose of a solvent amalgamation or reconstruction.
    3. 16.3. If BiP terminates this Agreement or suspends the Licensee’s User account(s) for any of the reasons set forth in this Agreement, BiP shall have no liability or responsibility to the Licensee, and BiP will not refund any amounts that the Licensee has previously paid.

18. 18. INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS

    1. 18.1. If BiP receives a notice alleging that the Licensee has 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 the Licensee’s account without notice (save where such infringement was caused by or contributed to by BIP or its licensors). If BiP suspends or terminates the Licensee’s account under this paragraph, it shall have no liability or responsibility to the Licensee, including for any amounts that the Licensee has previously paid.
    2. 18.2. The Licensee shall have no liability or responsibility for any claim that arises in respect of an infringement by BiP against a third party’s intellectual property rights. BiP will indemnify the Licensee and keep it indemnified against all losses, costs, claims, demands, damages, expenses and liabilities of any nature arising from or relating to the Service and/or the use or possession of the Service by the Licensee, infringing the Intellectual Property Rights of anyone else or any claim to that effect, unless such claim was a direct result of Licensee’s misuse of the Service.

19. 19. PATENTS AND TRADEMARKS

    1. 19.1. 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. The Licensee 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.

20. 20. MODIFICATIONS TO SERVICE

    1. 20.1. BiP reserves the right at any time and from time to time to modify the Service (or any part thereof) provided that such modifications do not materially detract from the functionality of the Service. BIP shall provide the Licensee prior reasonable notice in the event of any material changes to the Service via service updates.
    2. 20.2. 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.

21. 21. WARRANTY

    1. 21.1. BiP will use reasonable endeavours to make the Service available 24 hours a day during the Licensee’s Subscription period. However, subject to Clause 22.1 below, BiP will not be liable if for any reason the Service is not available at any particular time or for any reasonable period.
    2. 21.2. BIP warrants that the Service will perform materially to its applicable specification
    3. 21.3. BIP warrants that it has right to enter into this Agreement and to grant to the Licensee a license to use the Service as contemplated by this Agreement

22. 22. END USER REMEDIES

    1. 22.1. In the event of any material defects in the operation or functionality of the Service, such that the service is rendered unusable, BiP will, at its own expense, use all reasonable endeavours to correct any such defects promptly, or provide the Licensee with a refund in relation to the sums paid for the Service for the remainder of the term.
    2. 22.2. If any provision of this Agreement 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.

23. 23. NO OTHER WARRANTIES

    1. 23.1. 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 the Licensee’s requirement or that the operation of the Service will be uninterrupted or error free. The Licensee assumes all responsibility for the selection of the Service to achieve the Licensee’s intended results, and for the installation use and results obtained from it.

24. 24. LIABILITY

    1. 24.1. Save in respect of BiP’s indemnification obligations as set out in Clause 18.2 (as to which this Clause 24.1 shall not apply), neither BiP, its licensors nor the Licensee, 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 a party has been advised of the possibility of such damages.
    2. 24.2. Save in respect of BiP’s indemnification obligations as set out in Clause 18.2 (as to which this Clause 24.2 shall not apply), the maximum aggregate liability of each party in respect of any claims arising out of this Agreement for any direct loss or damage, shall not exceed Subscription Fee for the Service during the 12 months immediately preceding the date on which the claim arose.
    3. 24.3. Nothing in this Agreement shall exclude or limit a party’s liability for death or personal injury or any other liability that cannot be lawfully excluded under any applicable law.

25. 25. FORCE MAJEURE

    1. Neither party will be liable for any delay in performing or failure to perform its obligations under this Agreement due to any cause outside BiP’s reasonable control (including any acts of God, riots, wars, acts of terrorism, storm or earthquake, epidemic or pandemic). Such delay or failure shall not constitute a breach of this Agreement and the time for performance of the affected obligation shall be extended by such period as is reasonable.

26. 26. DATA LICENCE

    1. 26.1. The service includes public sector contact data (the data) which is researched and validated from public sources by BiP Solutions (The Company). As a subscriber to the service, the Client may use this data for legitimate purposes of research or marketing outreach.
    2. 26.2. This data includes the name, job title, email address and postal address of an individual and therefore is considered personal data. The data does not include any information that meets the ICO’s definition of sensitive or special category data. The data collected by the Company meets the test of legitimate interests within the context of B2B communications, as defined by the Privacy and Electronic Communications Regulations (PECR).
    3. 26.3. The Company is the Data Owner, and a Data Controller as the Company creates the data, provides the data to the Client under Licence, and sets the general terms of use for commercial and compliance purposes
    4. 26.4. The Client is also a Data Controller as they decide how they wish to use the data for their own commercial interests, albeit within the terms of the data licence provided to them by the Company.
    5. 26.5. Once the Client has licensed the data from the Company, they are responsible for their own data protection obligations in respect of using the data under the terms of the licence. This would include defining their own legal basis for using the Company data, and any other data protection responsibilities that they have in relation to that legal basis, the day-to-day use of the data and the nature of their individual business. The Company is not involved in any processes directly or indirectly related to the provision of the Client’s services, communications or their own activities.
    6. 26.6. The Client may use the data for their own purposes for analysis and reporting. In these circumstances, the Client is not processing this data on behalf of the Company. The Company is not involved in the processes used in the carrying out of these tasks.
    7. 26.7. Should the Client receive a data subject access request (DSAR) from a data subject, they would be responsible for responding to this directly and may say that the original source of the data is the Company. The Client would only respond about the data they have about the individual, which may not be all the data the Company has. If a data subject wanted to see all the Company information, then they would need to make a DSAR direct to the Company. In addition, the Client may also have data attributes, (for example, activity) relevant to that individual that the Company is not privy to, and which they may also be required to disclose.

27. 27. PRIVACY AND COOKIES

    1. 27.1. This website uses cookies to store information on Users’ computers. Most of these cookies are essential to make the site work and have already been set. Others help BiP to improve the service by giving some insight into how the site is being used. BiP’s Privacy Policy details the cookies that are set and the information they store.
    2. 27.2. By using the Service and/or by accepting these Terms and Conditions the Licensee also accepts BiP’s Privacy Policy. BiP’s Privacy Policy can be found at https://www.bipsolutions.com/privacy-policy.

28. 28. LOCAL LAWS AND EXPORT CONTROL

    1. 28.1. BiP Solutions operates the Service from its headquarters in the United Kingdom and makes no representation that it is appropriate or available for use in other locations.
    2. 28.2. The Licensee acknowledges and agrees that Materials are subject to Scottish laws and Regulations. Diversion of such Materials contrary to Scottish law is prohibited.

29. 29. LAW AND JURISDICTION

    1. 29.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and any disputes shall be subject to the jurisdiction of the courts of England, unless otherwise submitted by BiP Solutions Ltd.

BI Platform Terms and Conditions version 5 – effective from 19 March 2025