TERMS AND CONDITIONS

1. Provision of Service

1. The Service is provided by Software Development UK Limited, a company incorporated in the United Kingdom under number 13086606 whose registered office is at Suite 1 Deanway Trading Estate, Deanway Technology Centre 2, Wilmslow, United Kingdom, SK9 3HW (Software Development UK).
2. You must register with Software Development UK to access the Service by completing an online registration form (your “Subscription”). You Subscription and Agreement with us will only start once we have emailed you to confirm that we accept your registration and we reserve the right to decline to accept your registration if we consider it appropriate to do so (in our absolute discretion).
3. Each Subscription is for a single named individual only (a “User”) and each User must register (or be registered) only once. On registration, each User will be allocated a user name and password (“User ID”) which must only be used by the User named on registration. You are responsible for all use of the Service using any User ID issued to you and for preventing unauthorised use of any User ID.
4. If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of a User ID, you must notify Software Development UK immediately by emailing admin@softwaredevelopment.co.uk. If Software Development UK reasonably believes that any User ID is being used in any way which is not permitted by these terms and conditions, Software Development UK reserves the right to suspend access rights immediately on giving notice to you in accordance with clause 10 and to block access from the User ID until the issue has been resolved.
5. By registering to use the Service, you acknowledge and agree that you have provided Software Development UK with accurate and complete registration information and that it is your responsibility to update Software Development UK of any changes to that information (including your email address) by emailing admin@softwaredevelopment.co.uk
6. Software Development UK offers two types of Subscription to IT Suppliers as follows: (i) a free subscription with limited features and functionality (a “Free Subscription”); and (ii) paid for subscription(s) with more advanced features and functionality (a “Paid Subscription”). Additional paid services that are tailored to suite our clients’ financial requirements may also be introduced (on a per client agreement bases).
7. The Service enables Customers to be connected with IT Suppliers that have been certified by the Software Development UK team. The bespoke Software Development UK web portal facilitates the process of customers listing their projects (as an RFI) and for IT suppliers to respond with a tender for the project. If you have opted for a Free Subscription then IT suppliers may be limited to the level of information/functionality relating to customer projects, whereas IT suppliers who have purchased a Paid Subscription will be granted full access to all information available enabling them to proactively engage with customers.
8. Software Development UK is continually seeking to improve the Service. Software Development UK reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce their content or functionality.
9. Following your acceptance of these terms and conditions, Software Development UK will make the Service available to you and except as set out in these terms and conditions you will have no right to cancel the contract before the end of your Subscription once we have done so.

2. Limited Rights to Use Service

1. The Service and all copyright and intellectual property rights in it belong to Software Development UK (or its licensors). Subject to clause 2.2 you may:
   1. access and use the Service for the purpose for which it was intended namely to facilitate B2B outsourcing activities;
   2. Customers can publish an RFI for their project requesting certified IT Suppliers to quote/tender for the job.
2. You may not (without contacting Software Development UK to obtain its prior written permission):
   1. redistribute or resell use of or access to the Service in any way;
   2. remove any copyright or trade mark notices of Software Development UK from any part of the Service; or
   3. except as expressly permitted above, modify, reproduce or in any way commercially exploit the Service or any part of it.
3. You acknowledge that Software Development UK and any associated logos are the brand names of the Software Development UK and are protected by registered and unregistered trade mark rights and that you may not use them without prior written permission of Software Development UK.

3. Subscription Fees

1. If you have opted for a Free Subscription you will not be required to pay any fees to use the Service. However, the features and functionality available to you will be more limited than under a Paid Subscription and your Free Subscription may be subject to certain usage limits and restrictions.
2. If you have opted for a Paid Subscription, the fees for your Subscription (“Subscription Fees”) will be calculated in accordance with the price you have been quoted at the relevant time. You can opt to pay the Subscription Fees annually or monthly in advance. You must arrange to pay all Subscription Fees by such method of payment as Software Development UK reasonably requests. Software Development UK shall be under no obligation to provide the Service available under a Paid Subscription, until the relevant Subscription Fees due in respect of your Subscription have been paid, or if you fail to pay any Subscription Fees when they are due for payment.
3. For Paid Subscriptions, the first Subscription Fee due in respect of your Subscription must be paid when we accept your registration. Thereafter, Software Development UK will email you in advance to inform when your next Subscription Fee is due for payment. Software Development UK also reserves the right to increase the Subscription Fees due in respect of your Subscription by giving you not less than thirty (30) days notice in writing at any time during your Subscription. In either case, Software Development UK will have the right to take payment of the next Subscription Fee (or increased Subscription Fee) using the payment details you have provided, unless you have informed Software Development UK that you wish to terminate your subscription in accordance with clause 8.4.

4. User Content

1. The Service allows Users to upload and submit material to the Service and to edit, publish and share that material, including comments, text and other written content, documents, data, information, images, video content and other audio and/ or visual content (“User Content”). Whilst Software Development UK does not seek to monitor or control the submission of User Content, it does reserve the right to delete, remove, move and edit any User Content submitted where (in its absolute discretion) it considers it prudent or necessary to do so.
2. You agree to comply with all applicable laws and regulations when using our Service. You are solely responsible for all User Content you upload or submit for inclusion on the Service. You must ensure that all User Content you upload, submit or transmit via the Service is lawful and that it is not misleading or harmful to other Users or otherwise objectionable. In particular you must not upload, submit, post or transmit via the Service any User Content that:
   1. is fraudulent, dishonest or misleading;
   2. is unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or breaches any applicable laws;
   3. encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise breaches any applicable laws, regulations or code of practice;
   4. infringes the copyright or other rights of any third party; or
   5. is technically harmful (including, without limitation, computer viruses or other malicious software or harmful data).
3. By submitting User Content to the Service you are granting Software Development UK a royalty-free, non-exclusive licence to use, reproduce, modify, translate, make available and distribute the User Content on or through the Service for the purpose of operating the Service and providing the Service to you and other Users. In particular (but without limitation), if you (as a Customer) publish any RFI’s for your project(s), you understand that other Users (IT Suppliers) within our certified network will be able to access, view, comment on and submit a tender response to your RFI request.
4. The Service also permits you to access and view Content supplied by third parties. The third parties submitting this information are responsible for ensuring that material submitted is accurate and complies with relevant laws and codes and these terms and conditions. We will not be responsible to you for the conduct of any such third party or for any error or inaccuracy in any material they supply.

5. Warranties

1. If you have opted for a Free Subscription to use the Service, the Services is made available to you free of charge on an “AS IS” basis and, to the maximum extent permitted by law, Software Development UK disclaims all express or implied warranties, including but not limited to implied warranties of satisfactory quality, fitness for a particular purposes and non-infringement.
2. If you have opted for a Paid Subscription, Software Development UK warrants that: (i) it has the right to make the Service available to you under these terms and conditions; and (ii) it will use reasonable skill and care in making the Service available to you and in ensuring its availability during your Paid Subscription; and (iii) the Service when properly used will conform in all material respects with any description of the Service published by Software Development UK on its website from time to time.
3. Because of the nature of the Internet and software, errors and omissions do occur. Accordingly, save as provided in clause 5.2, Software Development UK does not give any other warranties in respect of the Service or its availability. In particular, Software Development UK makes no warranty that your use of the Service will be uninterrupted or error free or that the Service is free from infection by viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from this agreement to the extent that they may be excluded as a matter of law.

6. Limitation of Liability

1. Software Development UK will use its reasonable endeavours to remedy faults in the Service, or any breach of the warranties given at clause 5.2 above, which are reported to it during your Subscription. If Software Development UK is in breach of these terms and conditions and/ or its Agreement with you, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to any Subscription Fees paid in relation to your use of the Service for the relevant subscription period. Where you have opted for a Free Subscription, your only remedy will be to terminate your use of the Service.
2. Software Development UK, will not be liable for any business losses such as lost data, lost profits or business interruption arising from your use or inability to use the Service or from any action taken (or refrained from being taken) as a result of using the Service.
3. Notwithstanding the above provisions of this clause 6, nothing in these terms and conditions shall limit or exclude Software Development UK’s liability for fraud, or for death or personal injury caused by the Software Development UK’s negligence, or for any other liability which may not be limited or excluded as a matter of applicable law.

7. Privacy Policy and Data Protection

1. Personal information that you provide about yourself, or your Users, or which you upload to the Service will be used by Software Development UK in accordance with its Privacy Policy. Please read the Privacy Policy carefully and if you have any questions please email admin@softwaredevelopment.co.uk.
2. If you upload any personal data to the Service or transmit any personal data via the Service, you must ensure that you have obtained all necessary consents and permissions and taken all other action necessary to ensure that such processing of personal data is compliant with the Data Protection Act 1998 and any other applicable laws concerning privacy and data protection. You acknowledge and agree that any personal or business data contained in a submitted RFI request and/or tender response may be accessible to other Users who have been granted access to the Software Development UK web portal and that you are solely responsible for deciding whether to publish any information in this way and for ensuring that any such publication is lawful. You agree to indemnify us and hold us harmless in respect of any claim or loss, damage or expenses we may incur or suffer as a consequence of any breach of this clause.
3. To the extent that Software Development UK processes any personal data (within the meaning of the Data Protection Act 1998) on your behalf in providing the Service it shall: (i) act only on your instructions; and (ii) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

8. Term and Termination

1. Unless otherwise stated, all Subscriptions will commence on the date that Software Development UK accepts your registration and will continue indefinitely thereafter until terminated in accordance with this clause 8.
2. If you are a consumer and you have opted for a Paid Subscription you may cancel your Subscription within 14 days of the date you purchased your Subscription and receive a full refund of any Subscription Fee you have paid, in accordance with clause 9 below.
3. If you have opted for a Free Subscription you may terminate your Subscription for convenience at any time by emailing us at admin@softwaredevelopment.co.uk.
4. If you have purchased a Paid Subscription you may terminate your Subscription for convenience at any time by giving us not less than fourteen (14) days notice in writing. However, in these circumstances, you will not be entitled to receive a refund of any Subscription Fees you have already paid prior to the end of your Subscription.
5. Software Development UK may terminate your Subscription and your access to the Service at any time by written notice if: (i) you have failed to pay any Subscription Fees due in respect of your Subscription by the due date for payment; or (ii) you are otherwise in material breach of these terms and conditions and/ or your Agreement with Software Development UK and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to you.
6. Software Development UK may suspend your access to the Service at any time with immediate effect, if it reasonably believes you are in breach of clause 4.
7. Software Development UK may discontinue the Service at any time by giving you not less than thirty (30) days notice in writing. In this situation, Free Subscriptions will come to any end after thirty (30) days (or such later date as Software Development UK may specify) and Paid Subscriptions will cease on the date that the next Subscription Fee due in respect of your Subscription is due for payment (or such later date as Software Development UK may specify).
8. You may terminate this Agreement and receive a pro-rata refund of any Subscription Fees you have paid Software Development UK is in material breach of these terms and conditions and/ or its Agreement with you and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to Software Development UK.
9. Following termination of your Subscription for any reason you will no longer be able to access or use the Service and any Software Development UKs you have created.

9. Consumer Cancellation (and Other ) Rights

1. For the purposes of this clause and these terms and conditions generally, you are a “Consumer” if: (i) you are an individual or busines; and (ii) your are purchasing a Paid Subscription from Software Development UK wholly or mainly for professional use (i.e. for use in connection with your trade, business, craft or profession).
2. If you are a Consumer, and you have purchased a Paid Subscription as such, you have a legal right to change your mind within fourteen (14) days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You have fourteen (14) days following the day that you purchased your Paid Subscription to exercise this right. However, if you have accessed and used the Service during this period, we reserve the right to charge a reasonable price for your use of the Service up until the time you tell us that you have changed your mind. If you have changed your mind, please let us know by either: (i) emailing us at admin@softwaredevelopment.co.uk; or (ii) printing off the form appended to these terms and conditions at Annex 1 and sending it to us at the address given in clause 1.1 (or you can simply write to us at that address including the information required in that form). We will refund to you the Subscription Fee you have paid for your Paid Subscription. However (as noted above) we may charge you a reasonable amount for any use you have made of the Service before you notified us that you have changed your mind. Refunds will be given within fourteen (14) days of you notifying us that you have changed your mind.
3. In addition, if you are a Consumer, then you may enjoy certain other legal rights and protections under applicable law, in addition to those mentioned in clause 9.2 above or elsewhere in this Agreement. Nothing in these terms and conditions or our Agreement with you will affect your statutory or legal rights as a Consumer.

10. Notices

1. All notices shall be given to Software Development UK via email at admin@softwaredevelopment.co.uk or by post at St Brandon’s House, 29 Great George Street, Bristol, BS1 5QT, United Kingdom; or to you at either the email or postal address you provide when you register with us for your Subscription.
2. Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

11. General

1. Software Development UK may transfer and/or assign its rights and/or obligations under its Agreement with you. This will not affect your rights under that Agreement. You may not transfer any of your rights or obligations under your Agreement with Software Development UK without first obtaining the consent of Software Development UK.
2. Nothing in these terms and conditions and/or our Agreement with you shall confer your rights on any other person.
3. If you breach these terms and conditions and/ or your Agreement with Software Development UK and Software Development UK ignore this, Software Development UK will still be entitled to use its rights and remedies at a later date or in any other situation where you breach these terms and conditions and/ or your Agreement with Software Development UK.
4. These terms and conditions, together with your registration form, the Privacy Policy, any other documents referred to in these terms and conditions and any other legal terms and notices we may publish on the Service from time to time (collectively the “Agreement”), represents the entire agreement between the parties in relation to its subject matter and may be amended only by our agreement in writing.
5. The Agreement shall be governed by English law. We will try to solve any disagreements quickly and efficiently. If either of us want to take court proceedings in relation to this Agreement we agree that the courts of England and Wales shall have non-exclusive jurisdiction to handle those proceedings.
6. We may amend or update the terms and conditions governing use of the Service at any time by giving you not less than thirty (30) days notice in writing. If you have opted for a Free Subscription your Agreement with us will be governed by the terms and conditions in force when you first registered with us, or which we last notified to you in writing in accordance with this clause (whichever was the most recent). If you have opted for a Paid Subscription, your Agreement with Software Development UK will be governed by the terms and conditions published on the Service when your Subscription started, or which were in force on the date that you last made payment of any Subscription Fees due in respect of your Subscription.
7. These terms and conditions were last updated on 13 January 2021.

ANNEX 1

MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS

Complete and return this form only if you wish to withdraw from the contract

To: Software Development UK Limited, Suite 1 Deanway Trading Estate, Deanway Technology Centre 2, Wilmslow, United Kingdom, SK9 3HW.

I/ We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following services,

Ordered on,

Name of Consumer(s),

Address of Consumer(s),

Signature of Consumer(s) (only if this form is notified on paper)

Date

[*] Delete as appropriate