Contents
Interpretation
Licence
Services
Customer Data and End User Data
Supplier's Obligations
Customer's Obligations
Charges and Payment
Proprietary Rights
Confidentiality
Limitation of Liability
Term and Termination
Force Majeure
General
AGREEMENT
This Agreement is made between Bidlogix Limited ("Supplier") and the person or entity identified as the Customer in the online subscription process ("Customer").
BACKGROUND:
(A) The Supplier provides online auction services via the internet. (B) The Customer wishes to use these services in their business operations. (C) Both parties agree to these terms and conditions.
1. Interpretation
Definitions and rules of interpretation apply as outlined.
"Authorised Users" are employees, agents, and contractors authorized by the Customer.
"Customer Data" refers to data uploaded by the Customer or Authorised Users.
"Effective Date" is the date the online subscription is completed.
Other definitions are as stated in the original document.
2. Licence
The Supplier grants the Customer a non-exclusive, non-transferable right to use the services during the subscription period, provided all charges are paid.
End Users can register and bid on the auction site, but have no other rights under this Agreement.
The Customer must ensure secure password management for Authorised Users.
The Customer and End Users must not upload or distribute harmful or illegal content.
The Supplier reserves the right to remove any harmful or illegal content without liability.
The Customer must prevent unauthorized access to the services.
3. Services
The Supplier will provide the services as outlined, with reasonable skill and care.
Services will be available 24/7, except for planned or unscheduled maintenance.
Standard customer support will be provided during normal business hours.
4. Customer Data and End User Data
The Customer owns and is responsible for the legality and accuracy of Customer Data.
The Customer must maintain backups of Customer Data.
The Supplier will restore lost or damaged Customer Data as needed.
The Supplier will comply with its privacy policy for Authorised User Data.
The Supplier acts as a data processor for End User Data and will follow the Customer's instructions for processing this data.
5. Supplier's Obligations
The Supplier will provide services with reasonable skill and care.
The Supplier is not liable for issues caused by Customer misuse or external factors.
The Supplier can enter similar agreements with third parties.
The Supplier maintains all necessary licences and permissions.
6. Customer's Obligations
The Customer must:
Provide necessary information and assistance.
Ensure the accuracy of provided information.
Comply with applicable laws and regulations.
Ensure Authorised Users and End Users comply with these terms.
Notify the Supplier of any breaches by End Users.
7. Charges and Payment
The Customer will pay charges as outlined in the subscription process.
Payments will be made using the provided credit or debit card details.
Invoices will be issued and must be paid within specified timeframes.
Late payments may result in service suspension and interest charges.
8. Proprietary Rights
The Supplier owns all intellectual property rights in the services and documentation.
The Customer is granted rights to use the services as specified in this Agreement.
9. Confidentiality
Both parties must keep confidential information secure and not disclose it without consent.
Exceptions include information already public or required by law.
10. Limitation of Liability
The Supplier's liability is limited as outlined, excluding liability for death or personal injury caused by negligence or fraud.
The Customer assumes responsibility for results obtained from using the services.
11. Term and Termination
The Agreement begins on the Effective Date and renews automatically unless terminated by either party with 30 days' notice before the end of the term.
The Supplier may terminate with 30 days' notice.
Either party can terminate for material breach or insolvency.
12. Force Majeure
The Supplier is not liable for delays or failures caused by events beyond its control, including natural disasters, war, or industrial disputes.
13. General
Failure to enforce any provision does not waive that provision.
If any part of the Agreement is invalid, the rest remains effective.
This Agreement constitutes the entire agreement and supersedes prior agreements.
Amendments must be in writing and signed by both parties.
This Agreement is governed by English law, with exclusive jurisdiction to the courts of England.
Acceptance:
By completing the online subscription process, you agree to these terms and conditions.