ESPD.eu Terms & Conditions
ABOUT OUR TERMS
This page (together with the documents referred to on it) tells you the terms and conditions (the "Terms") on which we supply and you may use, and the services made available through the ESPD.eu website (our "Site"). Please read these terms and conditions carefully before signing up to any of the services on our Site.
These Terms cover the ESPD service as set out below (the "Service"). You should understand that by signing up to the Service through our Site, you agree to be bound by these terms and conditions.
In these Terms, references to "we/us/our" means Proactis Tenders Limited (company registration number SC115090), registered office First Floor, 48 Huntly Street, Aberdeen, AB10 1SH. Proactis Tenders Limited is a group company of Proactis Holdings PLC. References to "you/your" means the company or organisation that you are acting on behalf of. You need to be aware that when you sign up to the Service, you are acting on behalf of the company that you work for and we have the right to treat you as having full authority to bind that organisation.
HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
The contract is formed when you click the "sign up now" button at the end of the sign up process. When you click the "sign up now" button you are agreeing to these Terms and the contract between us and you is formed at that point.
These Terms and any documents referred to in these Terms, will form the entire agreement between us and you.
OUR SERVICE
These Terms cover the "ESPD" service, a tender documentation service designed to replace the Standard Questionnaire, which allows buyers to create European Single Procurement Document ("ESPD") requests consisting of a standard set of questions, and suppliers to create ESPD responses without the need to provide evidence immediately.
For Buyers: The ESPD tool can be used to set out your selection and exclusion criteria. The tool will guide you through the creation process from start to finish.
For Suppliers: The ESPD tool can be used to create an ESPD response. The tool will guide you through the creation process from start to finish.
YOUR SUBSCRIPTION
You can subscribe to the Service at www.ESPD.eu.
CHARGES FOR USING THE SERVICES
There is no charge for using this Service. In the event this changes, we will notify you in advance and any charges will only take effect 30 days after we have notified you that charges will be payable for the Service. If you do not wish to continue using the Service beyond this point, you may terminate it by providing notice in accordance with these terms.
USING THE SITE
Our Site and Service may be used for commercial purposes only and not for your own personal use.
We may prevent or suspend your access to the Site and Services if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law or regulations.
You agree that you are solely responsible for:
all costs and expenses you may incur in relation to your use of the Site;
keeping your password and other account details confidential; and
your use of the information provided by the Service.
When using our Site you should also comply with our Website Terms of Use, which can be accessed here.
IF ANYTHING CHANGES
No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Terms from time to time. Our updated terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check the Site from time to time to verify such variations.
INTELLECTUAL PROPERTY
ESPD.eu and all Intellectual Property Rights in it including but not limited to any content are owned by us. All information provided under these Terms remains vested in the owners of the material.
Nothing in these Terms grants you any interest in the Site, except to the extent necessary to receive the benefit of the Service.
"Intellectual Property Rights" means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and free to use them as we see fit.
CONFIDENTIALITY
We both agree to keep confidential information provided by the other party confidential and only use it as far as necessary for the purpose of providing or receiving the Service (as appropriate).
For the purposes of these Terms, "Confidential Information" means any information provided by you or us to the other party, which is notified in writing as being confidential in nature.
The above restriction will not apply to any Confidential Information which:
is already in the public domain at the date of receipt of the Confidential Information;
becomes publically available following receipt, other than by breach of these Terms;
is independently developed, without reliance on information provided by the other party; or
is required to be disclosed by law or by a regulatory authority.
CANCELLING YOUR CONTRACT
Subject to any other rights of termination, your contract will continue until you or we terminate the contract by giving 30 days' written notice.
Should you choose to terminate, notice must be provided to us at the following email address: askus@espd.eu.
We may terminate the contract with you (or suspend your access to all or part of the Service) at any time and without penalty, in the event you breach your obligations under these Terms.
Subject to the above, either you or we may terminate these Terms where:
the other party commits a material breach which is not capable of being remedied;
the other party commits a material breach which is capable of being remedied but fails to do so within 7 days of the same being requested by the other party;
where you cease to carry on business or are declared bankrupt or, if you go into liquidation (except for the purposes of solvent amalgamation or reconstruction), administration or receivership, or otherwise becomes insolvent;
we are required to do so in order to comply with law or regulation;
where you are acquired by one of our competitors; or
where we choose to no longer offer the relevant Service.
SECURITY REQUIREMENTS
You agree that you will (and will ensure that any users accessing the Service on your behalf will):
not upload, or provide to us for upload, any material containing harmful software code, viruses or similar;
adhere to our reasonable security requirements: passwords must be a minimum of 8 characters and contain at least one letter and one number;
not pass on any information supplied to a third party without our written consent; and
adhere to the Website Terms of Use.
DATA PROTECTION AND PRIVACY
We collect and use your personal data in accordance with our privacy policy which can be found here. We may update our privacy policy from time to time and any updates will be shown on the Site. We recommend that you revisit the Site from time to time to stay informed about how we use your information.
We will comply with the data protection laws applicable to us when handling any personal data that you share with us. Insofar as you and we agree that we are acting as your processor in performing services to you, we shall use reasonable efforts to agree terms applicable to processors, as required by data protection laws.
DISCLAIMER
The description of the Service provided in these Terms is accurate to our best knowledge and belief. We do not provide any warranty or make any representation (express or implied) in relation to the Service, including in particular regarding their suitability for any use or application, except to the extent any warranties or conditions are not permitted to be excluded by law.
We will try to make the Service available for your use as far as possible, although we cannot guarantee that they will be available at all times or that your usage will be uninterrupted. We will also endeavour to keep the services accurate, up-to-date and free from bugs, however we cannot promise that this will be the case.
You are responsible for ensuring that your IT systems, devices and software are compatible with the Service and we do not provide any guarantees in relation to such compatibility.
LIABILITY
Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for any:
losses that were not foreseeable to you and us when the contract between us was formed;
losses that that were not caused by any breach on our part;
business losses (including loss of opportunity to tender and loss of contract);
indirect or consequential loss; or
loss of goodwill or reputation.
We will not be responsible to you for any breach of these Terms due (directly or indirectly) to any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes, breakdown of systems or network access, the failure of any machine, data processing system or transmission link, or flood, fire, explosion or accident, or the acts or omissions of any party for whom we are not responsible.
Our liability under these Terms is limited to the charges paid or payable by you, in accordance with these Terms, for the Service.
TRANSFER OF THE CONTRACT AND SUBCONTRACTING
You are not entitled to transfer the benefit of this contract, or pass on any information supplied, to a third party without our prior written consent.
We may subcontract aspects of the Service to third parties, however we will always be responsible to you for the Service.
HYPERLINKS AND THIRD PARTY SITES
The Service and Site may contain links or references to third party websites. These are provided for your convenience only. We have no control over these websites and accept no responsibility for any content, material or information contained in them.
GOVERNING LAW
These Terms are governed by the laws of Scotland and the Scottish courts will have exclusive jurisdiction in relation to these Terms.