Auction Marketer Ltd
Terms and Conditions for the Supply of BidHarvest® Software and Services
Version 2 · July 2026 · Published at www.auctionmarketer.co.uk/t-c/terms-and-conditions
In these Conditions the following definitions apply. "Auction Marketer" means Auction Marketer Ltd (company no. 10358855). "Customer" means the person or firm who purchases Services. "Quotation" means a written estimate or quotation issued by Auction Marketer. "Order" means the Customer’s acceptance of a Quotation. "Contract" means the contract between Auction Marketer and the Customer for the supply of Software and/or Services incorporating these Conditions. "Software" means the software provided by Auction Marketer under the Contract. "Services" means the services supplied under the Contract, including the Set Up Services, Support Services and any Hosting, Email, Streaming, Marketing or other Professional Services. "Set Up Services" means the initial configuration, customisation, installation and website design/development work. "Go-Live Date" means the earlier of User Acceptance and the date the Customer first uses the Software in an operational environment. "Monthly Charges" means the recurring monthly charges for the Services. "Business Day" means a day (other than a weekend or English public holiday) when London banks are open. "Customer Default" has the meaning in clause 6. "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018 and all other data protection and privacy laws in force from time to time. Terms such as "controller", "processor", "personal data", "data subject", "processing" and "personal data breach" have the meanings given in that legislation.
This clause is the basis on which these Conditions bind the Customer. It is drawn to the Customer’s attention.
(a) These Conditions apply to, and are incorporated into, every Quotation, Order and Contract for the supply of Software and/or Services, to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(b) Each Quotation is issued subject to these Conditions and refers to them and to the web address at which they are published. A Quotation is not an offer and is valid for 20 Business Days from its date.
(c) A Contract is formed, and the Customer is deemed to have accepted these Conditions in full, on the earliest of: (i) the Customer signing or confirming acceptance of a Quotation in writing (including by email); (ii) the Customer paying any deposit or invoice referable to a Quotation; (iii) the Customer instructing Auction Marketer to commence or continue any Services; or (iv) the Customer first using the Software or a Website in an operational environment.
(d) By accepting a Quotation, or by any of the acts in clause 2(c), the Customer confirms that it has read, and agrees to be bound by, these Conditions.
(e) Where a Quotation expressly varies a specific provision of these Conditions, the Quotation prevails for that Contract only; otherwise these Conditions prevail over any inconsistent terms.
(f) Set Up charges in a Quotation are estimates only and may vary as stated in the Quotation; out-of-scope work is chargeable under clause 7.
Auction Marketer grants the Customer a non-exclusive, non-transferable licence to use the Software and Documentation during the term of the Contract, solely for the Customer’s internal business purposes and in accordance with these Conditions. All Intellectual Property Rights in the Software, the Website deliverables and the Documentation remain with Auction Marketer (or its licensors). Data entered by the Customer remains the Customer’s.
Auction Marketer will provide the Set Up Services with reasonable care and skill and substantially in accordance with the agreed Requirements Document and Project Plan. All dates for delivery are approximate only, and Auction Marketer is not liable for any loss arising from delay in delivery. Time is not of the essence in relation to delivery of the Set Up Services.
(a) On completion of the Set Up Services the Customer will have 20 Business Days (the "Acceptance Period") to verify that the Software operates materially in accordance with the Requirements Document.
(b) The Software is deemed accepted on the earliest of: (i) the Customer confirming acceptance in writing; (ii) expiry of the Acceptance Period without the Customer having given written notice of material defects; or (iii) the Customer first using the Software in a live or operational environment ("Go-Live"), including to run, administer or settle any Digital Auction.
(c) Go-Live constitutes the Customer’s acceptance that the Software is a working product operating materially in accordance with the Requirements Document. Minor or cosmetic defects that do not materially impair use do not prevent or delay acceptance.
(d) If the Customer gives written notice within the Acceptance Period specifying material defects (with reasonable detail of how the Software fails to meet the Requirements Document), Auction Marketer will use reasonable endeavours to remedy them, and the Software will then be re-submitted for acceptance.
(e) After acceptance, any issues are addressed through the Support Services and clause 11 (Warranties). Acceptance does not remove Auction Marketer’s duty to provide the Services with reasonable care and skill, but the Customer may not reject the Software, treat the Contract as repudiated, or withhold or set off payment on the basis that the Software is not a working product or does not meet the Requirements Document, otherwise than through the warranty and support process.
(f) Auction Marketer may provide a period of enhanced support immediately following Go-Live (the "Hypercare Period") of 10 Business Days, during which properly-notified defects are prioritised at no additional charge. After the Hypercare Period: (i) defects (being a failure of the Software to operate materially in accordance with the Requirements Document) are handled under the Support Services and clause 11; and (ii) all other work requested by the Customer — including new features, enhancements, changes, additional configuration, consultancy and training, and the investigation or resolution of issues arising from Customer Default, misuse, the Customer’s own data or environment, or third-party integrations — is chargeable on a time-and-materials basis at Auction Marketer’s then-current standard rates, in accordance with clause 7.
(a) The Customer shall provide accurate data, timely instructions, access, and reasonable co-operation, and shall ensure its staff are trained and available as reasonably required for the Services (including migration, testing and go-live).
(b) If Auction Marketer’s performance is prevented or delayed by any act or omission of the Customer or its staff (a "Customer Default"), Auction Marketer may suspend performance, is not liable for any costs or losses arising from the Customer Default, and the Customer shall reimburse Auction Marketer for costs or losses it sustains as a result.
Any change to the scope of a Quotation, Order or the Services, and any new or additional requirement identified during a project, shall be agreed in writing and is chargeable in addition to the original estimate, on a time-and-materials basis at Auction Marketer’s then-current standard rates unless otherwise agreed in writing. Auction Marketer will notify the Customer of any such change before undertaking the work where reasonably practicable.
Consultancy, advice and training (including additional, further or refresher user training beyond any training expressly included in the Quotation) are Professional Services and are chargeable on a time-and-materials basis at Auction Marketer’s then-current standard rates, whether requested during or after the project.
(a) The Customer shall pay each invoice within 30 days of its date, in cleared funds to the account nominated by Auction Marketer. Time for payment is of the essence.
(b) All Charges are exclusive of value added tax (VAT). Where VAT is chargeable on a supply under applicable UK law, the Customer shall pay it in addition at the prevailing rate on receipt of a valid VAT invoice. Supplies to Customers established outside the United Kingdom may be outside the scope of UK VAT or zero-rated; in that case the Customer is responsible for accounting for any VAT, reverse charge or equivalent tax in its own jurisdiction, and for any other taxes, duties, withholdings or levies (other than tax on Auction Marketer’s income) arising in connection with the Services.
(c) If the Customer fails to pay any sum when due, Auction Marketer may charge interest on the overdue amount at 6% per annum above the Bank of England base rate from time to time, accruing daily, until payment.
(d) The Customer shall pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.
Support and hosting are provided as set out in the Quotation and the applicable Support Terms. Auction Marketer facilitates integrations with third-party services (for example payment processing, KYC/due-diligence, email delivery and streaming). Third-party integrations are provided by the relevant third party, not by Auction Marketer, do not form part of the Software or Services, and Auction Marketer makes no representation and has no liability in respect of them.
Confidentiality
(a) Each party shall keep confidential the other’s confidential information, use it only for the purposes of the Contract, and disclose it only to those of its personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is or becomes public other than through breach of this clause, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or a regulator (and then only to the extent required and, where lawful, with notice to the other party).
(b) Where the parties have entered into a separate non-disclosure or confidentiality agreement, that agreement remains in full force and, to the extent of any conflict, prevails over this clause. Nothing in the Contract reduces the obligations owed under it.
Publicity
(c) Subject to clause 10(a) and to any separate confidentiality or non-disclosure agreement, the Customer grants Auction Marketer the right to identify the Customer as a client of Auction Marketer and to refer to and describe the Services provided — including the use of the Customer’s name and logo and a general, non-confidential description of the work — in Auction Marketer’s marketing materials, website, case studies, award submissions, proposals and similar. Auction Marketer shall not disclose the Customer’s Confidential Information in doing so, and the Customer may require Auction Marketer to cease a particular use on reasonable written notice.
Data protection
(d) Each party shall comply with the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under it.
(e) As between the parties, the Customer is the controller and Auction Marketer is the processor of any personal data processed in connection with the Services. The subject-matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject are as set out in the Contract, the Requirements Document, or a separate Data Processing Schedule.
(f) Auction Marketer shall: (i) process personal data only on the Customer’s documented instructions unless required by law; (ii) ensure personnel processing the data are bound by confidentiality; (iii) implement appropriate technical and organisational measures to protect the data; (iv) not appoint a sub-processor except with the Customer’s general or specific authorisation, and where it does, impose equivalent obligations and remain responsible for that sub-processor; (v) assist the Customer, so far as reasonably possible, with data-subject requests and with the Customer’s security, breach-notification and impact-assessment obligations; (vi) notify the Customer without undue delay on becoming aware of a personal data breach; (vii) at the Customer’s choice, delete or return personal data at the end of the Contract, save where retention is required by law; and (viii) make available information reasonably necessary to demonstrate compliance and allow for audits on reasonable notice.
(g) The Customer authorises Auction Marketer to appoint the hosting, email, streaming and other providers used to deliver the Services as sub-processors; Auction Marketer will inform the Customer of any intended change and give it an opportunity to object. Personal data will be transferred outside the United Kingdom only where an appropriate safeguard under the Data Protection Legislation is in place.
(h) The Customer warrants that it has all necessary rights, lawful bases, consents and privacy notices in place to enable Auction Marketer to process the personal data as contemplated by the Contract.
Auction Marketer warrants that the Services will be provided with reasonable care and skill. Except as expressly stated in these Conditions, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Software is not warranted to be error-free or uninterrupted.
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
(a) Nothing in the Contract limits any liability which cannot lawfully be limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
(b) Subject to clause 12(a), Auction Marketer’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed: (i) for any liability arising from an act or omission on or before the Go-Live Date, the greater of £5,000 and 100% of the sums paid and payable for the Set Up Services; and (ii) for any liability arising from an act or omission after the Go-Live Date, a sum equal to the Monthly Charges paid and payable in the preceding 12 months.
(c) Subject to clause 12(a), Auction Marketer shall have no liability for any of the following, whether direct or indirect: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss.
(d) Auction Marketer shall have no liability in respect of an event unless the Customer notifies it in writing, with reasonable detail of the event and grounds, within 90 days of the Customer becoming (or having reasonably become) aware of grounds to claim.
(e) This clause survives termination.
(a) The Contract commences on the Commencement Date and continues until either party gives the other at least 90 days’ written notice to terminate, expiring on or after the end of the first Contract Year.
(b) Either party may terminate immediately on written notice if the other commits a material breach which is not remedied within 28 days of written notice, or becomes insolvent. Auction Marketer may terminate immediately, or suspend the Services, if the Customer fails to pay any sum when due, or on a change of control of the Customer.
(c) On termination the Customer shall immediately pay all outstanding invoices and interest and, for Services supplied but not yet invoiced, Auction Marketer may invoice for immediate payment. On request Auction Marketer will provide a reasonable export of the Customer’s data in a usable format. Accrued rights and clauses intended to survive shall survive.
Auction Marketer is not liable for any delay or failure to perform caused by events beyond its reasonable control, provided it notifies the Customer and resumes performance as soon as reasonably practicable.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
No variation of the Contract is effective unless in writing and signed by the parties (or their authorised representatives). No failure or delay in exercising a right is a waiver of it. If any provision is found to be unenforceable, the rest continues in force. The Customer may not assign or sub-contract without Auction Marketer’s written consent. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. Notices must be in writing.
The Contract and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
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