Bidlogix Customer Terms of Service

Version 2.8 · Effective 24th September 2026

THIS AGREEMENT is made between:

Background

(A) The Supplier has developed software applications and platforms which it makes available to customers over the internet on a hosted basis, for the purpose of operating their own online auctions.

(B) The Customer wishes to use the Supplier's hosted online auction services in its business operations.

(C) The Supplier has agreed to provide, and the Customer has agreed to take and pay for, those services on the terms of this Agreement.

1.1 The following definitions apply in this Agreement:

1.2 Clause headings do not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body.

1.4 Words in the singular include the plural and vice versa.

1.5 A reference to a statute or statutory provision is to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it.

1.6 A reference to writing or written includes email.

1.7 References to clauses are to the clauses of this Agreement.

1.8 The DPA and the Order form part of this Agreement. If there is any conflict, the DPA prevails in relation to the processing of personal data, and otherwise the Order prevails over these terms.

2.1 Subject to the terms of this Agreement and payment of the Charges, the Supplier grants the Customer a non-exclusive, non-transferable right, during the Subscription Period, to use and to permit Authorised Users to use the Services and the Documentation, solely for the purpose of operating the Customer's online auctions and making the Online Auction Site available to End Users.

2.2 End Users may register with the Online Auction Site and bid for goods offered on it, but have no other rights under this Agreement.

2.3 The Customer shall ensure that each Authorised User keeps a secure password for their use of the Services, keeps it confidential, and does not share their account with anyone else.

2.4 The Customer shall not access, store, distribute or transmit any Virus, or any material in the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory on the grounds of race, sex, colour, religious belief, sexual orientation, disability or any other protected characteristic; or

(f) causes or may cause damage or injury to any person or property, or damage to the Supplier's ability to provide services to the Customer or others.

2.5 If the Customer breaches clause 2.4, the Supplier may, without liability to the Customer, disable access to or remove the material concerned.

2.6 The Customer shall use all reasonable endeavours to ensure that End Users do not access, store, distribute or transmit any Virus or any material of the kind described in clause 2.4 through the Online Auction Site, and the Supplier may, without liability to the Customer, disable access to or remove any such material.

2.7 The Customer shall promptly remove from the Online Auction Site any material that breaches clause 2.4 or 2.6.

2.8 The Customer shall not, except as permitted by law that cannot be excluded or as expressly permitted by this Agreement:

(a) copy, modify, create derivative works from, frame, mirror, republish, download, transmit or distribute any part of the Services or Documentation;

(b) reverse compile, disassemble or reverse engineer any part of the Services;

(c) access any part of the Services or Documentation in order to build a product or service which competes with them;

(d) sell, rent, lease, transfer, assign, distribute or make the Services or Documentation available to any third party, other than End Users using the Online Auction Site; or

(e) attempt to obtain, or help anyone else obtain, access to the Services or Documentation other than as permitted by this clause 2.

2.9 The Customer shall use all reasonable endeavours to prevent any unauthorised access to or use of the Services, and shall promptly notify the Supplier if it becomes aware of any.

2.10 The rights granted under this clause 2 are granted to the Customer only and not to any subsidiary or holding company of the Customer.

3.1 The Supplier shall provide the Services and make the Documentation available to the Customer during the Subscription Period on the terms of this Agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance. The Supplier shall use reasonable endeavours to give the Customer advance notice of planned maintenance and to carry it out at times that minimise disruption to live auctions. Service status is published at status.bidlogix.com.

3.3 The Supplier shall provide its standard customer support services during Normal Business Hours as part of the Services, at no additional cost.

3.4 The Supplier may update and improve the Services from time to time, provided that any change does not materially reduce the core functionality of the Customer's plan during the current Subscription Period.

4.1 The Customer owns all rights, title and interest in the Customer Data and is solely responsible for its legality, reliability, integrity, accuracy and quality.

4.2 The Customer may export its user data at any time using the export functions in the Services, and is responsible for keeping any copies it needs for its own records.

4.3 The Supplier backs up the Customer Data as described in the DPA. If Customer Data is lost or damaged, the Customer's sole and exclusive remedy is for the Supplier to use commercially reasonable endeavours to restore it from the latest available backup. The Supplier is not responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, other than its own subcontractors and Sub-processors (as defined in the DPA).

4.4 The Supplier processes Authorised User Data as a controller in accordance with its privacy policy.

4.5 To the extent the Supplier processes End User Data or any other personal data on behalf of the Customer in providing the Services, the Supplier acts as processor and the Customer as controller, and the parties shall comply with the DPA. The DPA forms part of this Agreement. If there is any conflict between the DPA and this Agreement in relation to the processing of personal data, the DPA prevails.

4.6 The Customer indemnifies the Supplier against all claims, actions, proceedings, losses, damages, expenses and costs (including any monetary penalty, court costs and reasonable legal fees) arising out of or in connection with any actual or alleged breach of the Data Protection Laws by the Customer.

5.1 The Supplier undertakes that the Services will be performed with reasonable skill and care.

5.2 The undertaking in clause 5.1 does not apply to any non-conformance caused by use of the Services contrary to the Supplier's instructions or the Documentation, or by modification of the Services by anyone other than the Supplier or its authorised contractors. If the Services do not conform with clause 5.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct the non-conformance promptly or provide an alternative means of achieving the desired performance. This is the Customer's sole and exclusive remedy for breach of clause 5.1. The Supplier does not warrant that:

(a) the Customer's use of the Services will be uninterrupted or error-free, or that the Services will meet the Customer's particular requirements; or

(b) the Services will be free of delays, delivery failures or other problems inherent in the use of the internet and electronic communications, for which the Supplier is not responsible.

5.3 This Agreement does not prevent the Supplier from entering into similar agreements with third parties, or from independently developing or providing products and services similar to the Services.

5.4 The Supplier warrants that it has and will maintain all licences, consents and permissions necessary to perform its obligations under this Agreement.

5.5 The Supplier has no liability for losses caused by the Customer's failure to provide accurate and complete information.

5.6 The Supplier has no liability if the Customer cannot access or operate the Online Auction Site because the Customer's own systems, website or third-party services are incompatible with the Services.

The Customer shall:

6.1 provide the Supplier with all information, access and assistance reasonably necessary for the Supplier to perform its obligations under this Agreement;

6.2 ensure that all information it provides to the Supplier is complete and accurate;

6.3 comply with all applicable laws and regulations in its use of the Services and in running its auctions, including consumer protection, auction and anti-money-laundering laws where applicable;

6.4 as controller of End User Data, comply with the Data Protection Laws, including by providing End Users with a privacy notice and having a lawful basis for any marketing or analytics it carries out;

6.5 publish terms of use for its Online Auction Site and ensure that End Users use it in accordance with them;

6.6 ensure that Authorised Users use the Services in accordance with this Agreement, and be responsible for any breach of this Agreement by an Authorised User;

6.7 be responsible for any breach of this Agreement caused by an End User, and notify the Supplier as soon as reasonably practicable of any breach by an End User of clause 2.6, taking all steps reasonably required by the Supplier to remedy it;

6.8 carry out its responsibilities under this Agreement in a timely manner. If the Customer delays, the Supplier may adjust any agreed timetable as reasonably necessary; and

6.9 obtain and maintain all licences, consents and permissions needed for the Supplier and its contractors to perform their obligations under this Agreement.

7.1 The Customer shall pay the Charges in accordance with this clause 7 and the Order. The Supplier does not charge commission on the sale of goods through the Online Auction Site.

7.2 The Customer shall provide valid, up-to-date and complete credit or debit card details, or another payment method accepted by the Supplier, together with complete contact and billing details, when it completes the Order.

7.3 The Customer authorises the Supplier to take payment of the Subscription Fee in advance, for each billing period set out in the Order (monthly, quarterly or annually), on the Effective Date and at the start of each subsequent billing period. Payments are processed by the Supplier's payment provider, Stripe.

7.4 Any Charges invoiced other than by automatic card payment shall be paid within ten (10) Business Days of the date of the invoice.

7.5 If the Customer's plan is based on sell-through volume or usage limits and the Customer exceeds the limits of its plan, the Supplier may move the Customer to the appropriate plan from the start of the next billing period, after notifying the Customer.

7.6 If any Charges are not paid when due, and without prejudice to the Supplier's other rights and remedies:

(a) the Supplier may, without liability to the Customer, suspend the Customer's access to all or part of the Services until the overdue amount is paid; and

(b) interest shall accrue on the overdue amount at 4% a year above the Bank of England base rate from time to time, from the due date until payment is made in full, whether before or after judgment.

7.7 All Charges:

(a) are payable in the currency set out in the Order, or if none is stated, in pounds sterling;

(b) are non-cancellable and non-refundable, except as expressly set out in this Agreement or the DPA; and

(c) are exclusive of value added tax and any other applicable sales taxes, which shall be added at the appropriate rate.

7.8 The Supplier may change the Subscription Fee by giving the Customer at least thirty (30) days' notice by email. The change takes effect from the start of the next billing period after the notice period ends.

7.9 The Customer shall promptly update its payment and billing details if they change.

8.1 The Customer acknowledges that the Supplier and its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated in this Agreement, the Customer is not granted any rights in any patents, copyright, database rights, trade secrets, trade names, trade marks or other rights in respect of the Services or the Documentation.

8.2 The Supplier confirms that it has all the rights in the Services and the Documentation necessary to grant the rights it grants under this Agreement.

9.1 Each party undertakes to the other, in relation to the other's Confidential Information:

(a) to keep it confidential;

(b) not to disclose it without the other's prior written consent, except to those of its employees, contractors and professional advisers who need to know it and are bound by obligations of confidentiality; and

(c) not to use it except to perform its obligations or exercise its rights under this Agreement.

9.2 Clause 9.1 does not apply to Confidential Information to the extent that it:

(a) was already in the receiving party's possession free of any duty of confidentiality when disclosed;

(b) is or becomes public other than through a breach of clause 9.1; or

(c) is required to be disclosed by law, by any court or regulator, or for the purpose of obtaining legal advice, but only to the extent required.

9.3 Each party acknowledges that damages may not be an adequate remedy for breach of clause 9.1, and that the other party is entitled to seek an injunction or other equitable relief for any actual or threatened breach.

10.1 This clause 10 sets out the entire financial liability of the Supplier (including for the acts and omissions of its employees, agents and subcontractors) to the Customer in respect of any breach of this Agreement (including the DPA), any use of the Services by the Customer or End Users, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

10.2 Except as expressly set out in this Agreement:

(a) the Customer assumes sole responsibility for the results it obtains from using the Services and the Documentation, and the Supplier has no liability for any damage caused by errors or omissions in any information or instructions provided by the Customer, or for any action taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law; and

(c) the Services and the Documentation are provided on an "as is" basis.

10.3 Nothing in this Agreement excludes or limits the Supplier's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

10.4 Subject to clauses 10.2 and 10.3:

(a) the Supplier shall not be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, depletion of goodwill or similar losses, loss or corruption of data or information, pure economic loss, or any special, indirect or consequential loss, costs, damages, charges or expenses; and

(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement, shall be limited to [£5,000].

10.5 The Customer shall defend, indemnify and hold harmless the Supplier against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services or the Documentation, the operation of its auctions, or any claim by an End User.

11.1 This Agreement starts on the Effective Date and continues for the initial billing period set out in the Order. It then renews automatically for successive periods equal to that billing period (or one year, if shorter), unless:

(a) the Customer cancels its subscription through its account or by notice to the Supplier, in which case this Agreement ends at the end of the billing period in which the cancellation is made [or: either party gives the other at least thirty (30) days' written notice before the end of the current billing period]; or

(b) it is terminated earlier in accordance with this Agreement.

11.2 The Supplier may terminate this Agreement by giving the Customer at least thirty (30) days' written notice.

11.3 Without prejudice to any other rights or remedies, either party may terminate this Agreement immediately by written notice if the other party:

(a) commits a material breach of this Agreement and (if the breach is remediable) fails to remedy it within thirty (30) days of being notified of it in writing;

(b) has a winding-up order made or a resolution passed for its winding up, or circumstances arise which entitle a court to make a winding-up order;

(c) has an administrator appointed, or documents filed or notice given for the appointment of an administrator;

(d) has a receiver or manager appointed over any of its assets, or any person takes possession of or sells its assets;

(e) makes any arrangement or composition with its creditors, or applies to a court for the protection of its creditors;

(f) ceases, or threatens to cease, to trade; or

(g) suffers any similar or analogous event in any jurisdiction in consequence of debt.

11.4 On termination of this Agreement for any reason:

(a) all rights granted under this Agreement immediately end and the Customer shall stop using the Services;

(b) each party shall return and make no further use of any property, Documentation and other items belonging to the other party;

(c) the Customer may export its Customer Data using the Services' export functions for thirty (30) days after termination, or ask the Supplier within that period to provide it in a commonly used format. After that period the Supplier shall delete or anonymise the Customer Data in accordance with the DPA. The Supplier may make providing an export conditional on payment of any Charges outstanding at termination; and

(d) the accrued rights of the parties at termination, and the continuation of any provision expressly or impliedly intended to survive termination (including clauses 4.6, 9, 10 and 13), are not affected.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if it is caused by events beyond its reasonable control, including strikes or other industrial disputes, failure of a utility service, hosting provider or telecommunications network, cyber attack, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, fire, flood, storm, pandemic or default of suppliers or subcontractors, provided that the affected party notifies the other of the event and its expected duration.

13.1 A failure or delay by either party to exercise any right under this Agreement is not a waiver of that right, and a waiver of any breach is not a waiver of any later breach.

13.2 If any provision of this Agreement is found to be invalid, illegal or unenforceable, it shall be treated as deleted to that extent, and the rest of this Agreement is unaffected.

13.3 This Agreement (including the Order and the DPA) is the entire agreement between the parties relating to its subject matter and supersedes all previous agreements, representations and understandings between them relating to that subject matter, except that this clause does not limit liability for fraudulent misrepresentation.

13.4 The Supplier may amend this Agreement, including the DPA, by giving the Customer at least thirty (30) days' notice by email to the Customer's account email address. The amendments take effect at the end of the notice period. If the Customer does not accept the amendments, it may terminate this Agreement by written notice before they take effect, and the amendments shall not apply to it in the meantime. Continued use of the Services after the amendments take effect constitutes acceptance. Otherwise, an amendment to this Agreement is ineffective unless it is in writing and agreed by both parties.

13.5 Neither party shall, without the prior written consent of the other, assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under this Agreement, except as permitted by clause 13.6.

13.6 The Supplier may assign or transfer this Agreement, on written notice to the Customer, to any group company or to any person that acquires all or substantially all of its business or assets, and may use subcontractors and Sub-processors in accordance with the DPA, remaining responsible for their performance.

13.7 This Agreement does not give any rights to any person other than the parties and their permitted successors and assigns under the Contracts (Rights of Third Parties) Act 1999.

13.8 Notices under this Agreement shall be in writing and sent by email: to the Supplier at [email protected], and to the Customer at the email address on its account. Notices of breach or termination may also be delivered by hand or sent by pre-paid first-class post to the other party's registered office or principal place of business.

13.9 A notice is deemed received: if sent by email, at 9.00am on the next Business Day after sending; if delivered by hand, on delivery; and if posted, at 9.00am on the second Business Day after posting.

13.10 This Agreement 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) are governed by the law of England and Wales.

13.11 The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

Acceptance

By completing the online subscription process and confirming that you agree to these terms, you accept this Agreement, including the Bidlogix Data Processing Agreement, on behalf of the Customer, and confirm that you are authorised to do so.