Published using Google Docs
BIDBase - Terms and conditions
Updated automatically every 5 minutes

Terms and Conditions

  1. Acceptance of terms

Welcome to the BIDBase website (collectively, the "Service").  The Service is subject to the following terms of use.  By accepting these Terms you understand that you are entering into a legally binding contract with us, The Wisdom Factory CIC, for using BIDBase.  In this agreement "you" means any individual who has an account on the Service or an entity he/she is authorised to represent eg a Business Improvement District (“BID”).

We reserve the right to update the Terms at any time without notice so you should check this page from time to time to ensure that you are happy with any changes. 

These Terms apply to the use of the Service whether or not you pay a fee.

The Wisdom Factory CIC (“TWF”) is committed to ensuring that your data and data you process are kept private and protected. TWF is registered with the Information Commissioner’s Office (No ZA135271).

  1. Description of The Service

The Service includes a service or website which allows you access to and use of a single BIDBase account, paid for by subscription, for your BID with multiple users.  “BIDBase” in these Terms means a web-based database tool designed specifically for Business Improvement Districts.  Subject to the Terms, we grant you and each of your BID’s users, a personal, non-transferable, royalty-free licence to use BIDBase provided as part of the Service.

  1. Sign Up Requests and Registration

In order to use the Service, you need to have a valid account. To acquire this, you must provide your email address and other information.  Once we receive your application to sign up, we will decide at our sole discretion whether to approve this request.  We are unlikely to approve any requests from organisations who are not BIDs or not developing new BIDs.

You are responsible for maintaining the confidentiality of the login details for your account, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify us of any unauthorised use of your account or any other breach of or threat to security, and (b) ensure that you log out from your account at the end of each session.  If you fail to do this, we are not liable for any loss or damage arising as a result. In consideration of use of the Service, you agree to: (a) provide accurate and complete information about you on the registration form, and (b) notify us if that information changes. If you provide any untrue information or we have reasonable grounds to suspect that such information is untrue then we have the right to suspend/terminate your account and refuse any and all current or future use of the Service.

  1. Users

Although we would try to accommodate as many individual users for your client account as you need, if the number becomes unmanageable or unreasonable, we may place a limit on this.

  1. Inputting Data

You are responsible for inputting, maintaining and updating all data into BIDBase.  We may offer, from time to time, additional data input services as part of the package for users on Paid Plans.  We may also offer additional data input services for you in return for a fee.  

If you ask us to assist with the process of inputting your data, it agreed that

as applicable and ‘mirroring’ the relationships you have sent to us in your datasets.

For the avoidance of doubt, Term 8 below applies to this stage. We are the data processor and you remain the data controller for the purposes of the Data Protection Act 1998. We act only on your instructions and at your direction. For example, we do not check or verify the accuracy of your data and if we are unsure how to process any data we will ask you for instructions.

Any links sent via email to access your data are deleted on receipt. All data we have temporarily held for you in order to upload it is permanently deleted.

  1. Maintenance and Support

We reserve the right to suspend access to the Service to perform maintenance and to upgrade features. We will provide as much notice as possible and will do so by email.

All support requests must be submitted by email to support@bidbase.uk.  We do not accept support requests by telephone.

We will respond to support requests within 5 working days.

  1. Billing and Renewal 

All payments due under BIDBase and BIDBase Plus are payable in advance.

Unless you terminate your plan in accordance with these Terms, you agree that your contract will automatically renew for another plan term.  We will use our best endeavours to send you a reminder before your plan is renewed but we are not obliged to do so and it is your responsibility to monitor your notice period.  

On approval of your application to sign up, and on renewal of your plan, we will send you an invoice by email.  The invoice must be paid within 30 days.  We only accept payments by bank transfer and do not accept cheques or cash.

We may change our prices at any time without prior notice, but will endeavour to provide reasonable advance notice via the website and/or email.

Unless otherwise agreed in writing, all fees are subject to VAT at the applicable rate.

If payments become overdue we may, without prejudice to our other rights and remedies, charge interest from this date at an annual rate of eight percentage points above the base rate from time to time of The Bank of England accruing on a daily basis.

You agree that if we are unable to collect the fees owed for your account, we may take any other steps we deem necessary to collect such fees and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees and court costs.

As long as your account remains active and in good standing, you will be charged even if you never use the service.

  1. Data Protection

The following terms shall all bear the meanings defined in the Data Protection Act 2018 (DPA):

We will act only as a Data Processor for you when you provide us with any of your Personal Data in accordance with the terms of use of this website and BIDBase. You will be acting as a Data Controller in respect of this processing and we will act only on your instructions and at your direction. We will not process your Personal Data for any of our own purposes.

We warrant that, having regard to the state of technological development and the cost of implementing any measures, we will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:

  1. The harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and

  1. The nature of the data to be protected including, but not limited to, the security measures set out below:

  1. In relation to any investigation by you or by a third party to which we may be subject in connection with our processing of your Personal Data under the DPA or the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) or where there is an actual or suspected data breach resulting from any processing on our part or your part we will assist you with technical support or audit trail collection at your reasonable request.

  1. You agree and accept that in order to fulfil the requirements of para (i) above we will need up to 10 working days to respond to such request for assistance and that we may require more time where the request is significant and would require more than 3 hours of our time in order to comply.  You further accept that we will need to charge you in relation to this service as notified by us from time to time, to assist with any request in relation to para (i) above.

You will permit us to create an anonymised, aggregate dataset for our own purposes using Personal Data which we obtain under these Terms.

You acknowledge that it is your responsibility to ensure the quality and accuracy of any Personal Data provided to us by you and that we will not be liable for any errors in this respect with the sole exception of input errors made by us where we are providing a data input service and only to the extent that we have not been provided with any opportunity to check the inputted data for accuracy.

  1. Your Data

You are the Data Controller (see Data Protection) and all data, whether personal or otherwise, (“your Data”) belongs to you and is your responsibility.  

You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, your Data as part of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. We retain the right to create limits on use and storage at our sole discretion at any time with or without notice.

Your Data may be highly confidential.  We will not divulge your Data to any third party without your written permission, unless we are using anonymised data.  We will only view, modify or delete your data for the provision of the Services or to respond to/resolve support requests.

  1. Intellectual Property Rights

For the purposes of this section, “Intellectual Property Rights” means any copyright, rights in designs, database rights, domain names, trade marks, service marks, patents or any applications for any of the foregoing, know-how or similar rights or obligations (whether registerable or not) including Moral Rights as defined in Chapter IV of the Copyright, Designs and Patents Act 1988.

We and/or our suppliers, as applicable, retain ownership of all Intellectual Property Rights in the Service. You will not remove, deface or obscure any of BIDBase’s or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service.  

For the avoidance of doubt, you retain ownership of all proprietary rights in data you upload to BIDBase.  However, we retain all intellectual property rights in any anonymised datasets we create using some or all of your Data.

Each party (“the Indemnifying Party”) will indemnify the other (the “Indemnified Party”) up to the value of any actual damages awarded against the Indemnified Party as a result of a breach of a third party’s intellectual property rights by the Indemnifying Party. This indemnity is strictly conditional on the Indemnified Party notifying the Indemnifying Party within ten working days of any notices, including any complaints, from any third parties in connection with an alleged breach of intellectual property rights.  It is also conditional on the Indemnifying Party (at the Indemnifying Party’s expense) having the right to control the defence of the Indemnified Party and the settlement of any claim.

  1. Cookies 

We reserve the right to store information that we collect through cookies and log files to create a profile of our users and to enhance the Service.  A cookie is a piece of data stored on the user's computer tied to information about the user. We use both session ID cookies and persistent cookies.  For the session ID cookie, once users close the browser, the cookie simply terminates.  A persistent cookie is a small text file stored on the user's hard drive for an extended period of time.  Persistent cookies can be removed by following Internet browser help file directions. With session cookies we are able to ensure that only people who have entered in correct login details are able to use password-protected areas, and only areas that they are authorised to use.  Persistent cookies enable us to track and target the interests of our users to enhance the experience of using BIDBase.  We never share any of your information with other third parties.  This privacy statement covers the use of cookies by us only and does not cover the use of cookies by any advertisers.

  1. Log files

Like most standard website servers we keep and analyse log files. This includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks to analyse trends, administer the site, track user's movement in the aggregate, and gather broad demographic information for aggregate use. IP addresses, etc. are not linked to personally identifiable information.

  1. Communication With You

We may contact all new users by email to verify identity or provide a password and username.  Established users may occasionally receive information on improvements to the Service, tips/advice for getting the most out of BIDBase, general service announcements and an occasional newsletter. You will also receive emails in response to support ticket requests. On rare occasions it is necessary to send out a strictly service-related announcement (eg if the Service needs to be temporarily suspended for maintenance) but these communications are not promotional in nature. We communicate with users by email on a regular basis to provide requested services and respond to support queries. We may introduce access to an online user group/forum in order to explore users’ experiences and ideas for development. This may result in email notifications.

  1. Links

This website may contain links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites.  We encourage our users to be aware of this when they leave our site and to read the privacy statements of each and every website that collects personally identifiable information. This privacy statement applies solely to information collected by this website.

  1. Security 

We take every precaution to protect our users' information.  When you submit sensitive information via the website, your information is protected by SSL certification and up to 256-bit encryption. While we use SSL encryption to protect sensitive information online, we also do everything in our power to protect user information off-line.  All of our users' information, not just the sensitive information mentioned above, is restricted in our offices. Only employees and consultants who need the information to perform a specific job are granted access to personally identifiable information.  Furthermore, these colleagues are kept up-to-date on our security and privacy practices.  Every time new policies are added, our team is notified and/or reminded about the importance we place on privacy, and what they can do to ensure our users' information is protected.  Finally, the servers that store personally identifiable information are in a secure environment, in a locked facility within the UK. If you have any questions about the security at our website, please email support@bidbase.uk.

  1. Suspension and termination 

If you wish to terminate your BIDBase subscription, you must send an email to support@bidbase.uk and provide the required period of notice.  Your notice period is stated in your welcome letter and any renewal reminder letters. Successful termination of your subscription will mean that:

Please note that if you terminate your subscription early, for any reason, you will not be entitled to a refund. This includes the cessation of your BID or if changes to Government policy, legislation or statutory frameworks negatively impact on your use of BIDBase.

We may suspend or terminate your account at any time in our absolute discretion if:

(a) you breach these Terms (including overdue payment of fees and anything contained in Your Conduct and Responsibilities);

(b) your organisation ceases business, is unable to pay its debts as they fall due, or is deemed unable to pay its debts within the meaning of s.123 Insolvency Act 1986, commences winding up, compounds with its creditor or has a receiver, administrative receiver or administrator appointed over all or any of its assets; or

(c) the Secretary of State for Communities and Local Government (or such government authority from time to time) declares your BID’s ballot void.

You will receive written notice that we are considering suspension/termination of your account and provide you with the steps necessary to remedy the issue and date by which you must do so.  If your account is suspended or terminated, no refunds will be payable.

In the event of suspension or termination by us or by you, your account will be disabled and you may not be granted access to your account.  

  1. Your Conduct and Responsibilities

By registering to use and continuing to use the Service, you warrant that you work for an existing BID or are developing a specific new BID and will not:

  1. Our Liability

Except for the warranties set out under Data Protection at clause 8 (a)-(b), the Service is provided ‘as-is’ with no warranties.  We expressly exclude and disclaim any other warranties, whether express, implied or statutory, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and warranties arising from course of dealing, course of performance and usage of trade. We do not warrant that the service will be uninterrupted, virus-free or error-free, that all errors will be corrected, or that the service will satisfy yours or any third party requirements.

Our aggregate liability during each term under this agreement shall in no event exceed £500,000.  In no event shall we be liable for incidental, indirect, special, punitive or consequential damages or loss of profits or loss of revenues suffered as a result of or in any way connected with the service, whether under contract, tort (including negligence), indemnity, product liability, or otherwise, even if it has been specifically advised of the possibility of such damages.

Nothing in these terms shall exclude or limit any liability for fraud or fraudulent misrepresentation or for death or personal injury caused by negligence or for any other liability, which by law, may not be excluded.

  1. Modifications to Service

We reserve 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 at any time. You agree that we shall not be liable to you or to any third party for any modification, suspension, termination or discontinuance of the Service.

  1. Force Majeure

We are not liable to you for any loss or damage caused to or suffered by you as a direct or indirect result of the supply of the Service being prevented, restricted or

delayed by reason of any act of God, war, fire, flood, explosion, failure of public utilities, or civil commotion, terrorist attack or other circumstances beyond a party’s reasonable control and including, without limitation, circumstances affecting the provision of all or any part supply of the Service.

  1. Third Party Rights

For the purposes of s.1(2) of the Contracts (Rights of Third Parties) Act 1999 both parties state they do not intend any term or condition in these Terms to be enforced by third parties but any third party right which exists independently of that Act shall be preserved.

  1. Notices

Any notice or other communication required to be given to a party under or in connection with these Terms shall be in writing and be delivered by hand or sent by pre-paid first-class post or other next working day delivery service providing proof of delivery, at its registered office (if a company) or (in any other case) its principal place of business.

Any notice or communication shall be deemed to have been received if delivered by hand on signature of a delivery receipt or at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

This does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this section, "writing" shall not include e-mail.

  1. Miscellaneous

These Terms are personal to you.

We may assign, transfer, charge, deal, or sub-contract all or any of our obligations under these Terms.

Nothing in these Terms shall constitute a partnership, agency, joint venture or employment relationship between us.

The Headings in these Terms are for convenience only and shall not affect its construction.

The failure of us to insist upon the strict performance of any of these Terms shall not be construed as a waiver of any such term or condition and shall in no way affect our right to enforce such provision later.

If any of these Terms are found to be invalid, ineffective or unenforceable, all other terms shall remain in full force and effect.

These Terms constitutes the entire agreement and understanding of the Parties and supersedes any previous agreement between us relating to the subject matter of this agreement.

  1. Law and Jurisdiction

The construction, validity and performance of these Terms shall be governed by English law and by entering into the Contract the Parties submit to the jurisdiction of the English courts.