1.1 Definitions. In these Conditions, the following definitions apply:
B2B Quote: B2B Quote Limited of Wolverhampton Science Park, Glaisher Drive, Wolverhampton, WV10 9TG.
Charges: the charges payable by you for the supply of the Paid Subscription Service in accordance with clause 5 and for any Training we agree to provide you.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.6.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) A reference to a party includes its personal representatives, successors or permitted assigns;
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted;
(d) A reference to writing or written includes emails.
2. BASIS OF CONTRACT
2.1 The supply of Services by B2B Quote is subject to these Conditions.
2.2 Where you request B2B Quote to supply Services and/or place an order with B2B Quote and B2B Quote accepts such request and/or order, the Contract shall come into existence (Commencement Date).
2.3 If you register for the Free Registration Service you may upgrade to the Paid Subscription Service at any time upon payment of the Charges.
2.4 The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of B2B Quote which is not set out in the Contract.
2.5 The Services are described on the Website but no other, descriptive matter or advertising issued by B2B shall have any contractual force.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. SUPPLY OF SERVICES AND TRAINING
3.1 B2B Quote shall supply the Services to you using reasonable skill and care. We will use all reasonable endeavours provide the alert services as quickly as possible but time shall not be of the essence for performance of the Services.
3.2 B2B Quote will rely on information provided by you to filter tender details supplied according to your business profile. B2B Quote does not warrant the accuracy, completeness or suitability of the information provided through the Services. Your reliance on such information is entirely at your own risk.
3.3 B2B Quote shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially adversely affect the nature or quality of the Services, and B2B Quote shall notify you where this results in any material significant change.
3.4 From time to time, B2B Quote may make Training available. The Charges for this will be notified to you at the time and will be payable at least 14 days in advance. We reserve the right to refuse admission to any delegate where the Charges have not been paid.
3.5 B2B Quote reserves the right to cancel or change the details (including venue, course content or specific trainer) of any Training event, on giving you written notice in advance. In the event of cancellation, you will be given the opportunity to attend an alternative course or receive a refund of the Training Charges paid for the cancelled course provided that is your sole remedy and our sole liability for such cancellation.
3.6 If you cancel your attendance at a training event, the following fees shall be payable:
(a) Where you have given more than 28 days written notice, subject to (d) below, any fees already paid will be refunded to you;
(b) Where you have given between 15 and 27 days prior written notice, you will be liable to pay 50% of the fees;
(c) If you give less than 15 days written notice the fees shall remain payable in full; and
(d) We reserve the right to charge a £30 administration fee in respect of any cancellation by you at any time and to either deduct this from any refund due in respect of Charges already received from you for Training or to invoice you separately.
4. YOUR OBLIGATIONS AND DATA
4.1 You shall provide B2B Quote with such information and materials as B2B Quote may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
4.2 If you register for the Services through a third party, you consent to B2B Quote and such third party may shareing information about you for the sole purpose of providing you with the Services and managing the commercial relationship between B2B Quote and such third party, which will constitute a lawful basis for sharing your personal data.
4.24.3 Where you supply personal data in relation to Training (whether your own personal data or that of delegates), you must ensure that you have all necessary consent and/or a lawful basis under the Data Protection Legislation to disclose such personal data to us for the purposes of providing the training, including sharing such personal data with any third party engaged by us to supply the Training. Such personal data will only be used to supply the training and for such other purpose as you or the data subject has expressly consented to.
4.34.5 You shall keep B2B Quote fully indemnified against all costs, losses, damages, fines or claims arising as a result of your failure to comply with the Data Protection Legislation.
5. CHARGES AND PAYMENT
5.1 The Charges for the Paid Subscription Services are detailed on our Website and are payable annually in advance. Charges for the Training are payable in accordance with clause 3.
5.2 B2B Quote reserves the right to increase our standard Charges. We will give you written notice of any such increase at least one month before each anniversary of the Commencement Date when your subscription is due for renewal.
5.3 You shall pay each invoice within 14 days of the date of the invoice and in full and in cleared funds to a bank account nominated in writing by B2B Quote. Time for payment shall be of the essence of the Contract.
5.4 All amounts payable by you under the Contract are exclusive of value added tax (VAT) which shall be added to the invoice and paid by you at the same time as payment is due for the supply of the Services.
5.5 If you fail to make any payment due by the due date for payment, then you shall pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
5.6 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by (or licensed to) B2B Quote. Subject to payment of the Charges, B2B Quote grants you a non-exclusive, non-transferable licence to use the Intellectual Property Rights in the information supplied as part of the Services for the direct purpose of responding to tenders on your own behalf only.
6.2 You warrant that you will not attempt to resell the information supplied by B2B Quote or use such information to supply services similar to the Services to any third party.
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8. LIMITATION OF LIABILITY
8.1 Nothing in these Conditions shall limit or exclude the liability of B2B Quote for death or personal injury caused by its negligence or that of its agents or sub-contractors; for fraud; for breach of its obligations arising under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Sale and Supply of Goods and Services Act 1982; or for any other liability to the extent that it may not be excluded by law.
8.2 Subject to clause 8.1:
(a) B2B Quote shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the total liability of B2B Quote to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the Charges paid by you during the twelve month period immediately preceding any event giving rise to a claim.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 The Contract will start on the Commencement Date and continue subject to these Conditions. Where you have registered for the Paid Subscription Service, either party may terminate the Contract by giving the other party not less than one months' written notice to expire on any anniversary of the Commencement Date. Where the only Service you have registered for is Training, the Contract will end on completion of the Training event.
9.2 You may cancel the Services at any time on written notice to B2B Quote provided that the Charges will not be refunded and any Charges outstanding will remain payable.
9.3 Without limiting our other rights or remedies, B2B Quote may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment and fail to pay all outstanding amounts within 30 days after being notified in writing to do so.
9.4 Without limiting our other rights or remedies, B2B Quote may suspend provision of the Services under the Contract or any other contract between you and B2B Quote if you fail to pay any amount due under this Contract on the due date for payment or are in breach of these Conditions.
9.5 Where we supply you with the Paid Subscription Service, we will usually send you an email 30 days before each anniversary of the Commencement Date to remind you that the Charges for the following year are due. This email is for information only and for the avoidance of doubt, the Charges shall be payable whether or not you receive the email save where you have given us notice that you no longer require the Service, in accordance with clause 9.1.
9.6 Clauses which expressly or by implication survive termination shall continue in full force and effect.
10. FORCE MAJEURE
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of B2B Quote including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of B2B Quote or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 B2B Quote shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.
11.1 Assignment and other dealings.
(a) B2B Quote may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.
(b) You shall not, without the prior written consent of B2B Quote, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one working day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
11.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
11.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by B2B Quote.
11.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
11.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).