Bidgen Retainer Terms

1. Our services

Bidgen provides tender identification, writing and submission services. This typically includes opportunity identification, drafting responses, managing submissions, and working alongside your team on reviews and sign-off. The specific scope of your engagement — including monthly capacity, tender volume, and any word limits — is set out in your engagement letter.

Where the engagement letter does not expressly set out a monthly word limit, the monthly word limit is deemed to be 7,500 drafted words per included tender project (for example, an allowance of five tender projects equates to a cap of 37,500 drafted words across those projects). This cap applies in addition to any tender-volume cap, and whichever limit is reached first applies.

Commercial pricing for your bids remains your responsibility. We make no guarantee of success in any particular tender, any specific number of tenders, or any contract value. Tender outcomes depend on a range of factors outside our control (including the buyer’s decision, your price, and competition), and our obligation is to perform the services with reasonable skill and care rather than to achieve any particular outcome.

2. Your responsibilities

You agree to provide us with accurate and complete information, respond to drafts in good time, and keep us informed of anything that may affect a live bid (including pricing changes, capacity shifts, or decisions to withdraw).

Any submission made in your name is your responsibility alone. You retain sole decision-making authority over what is submitted, when, and in what form, and you are treated as having reviewed and approved any submission before it is sent. Whether or not we drafted, reviewed, or assisted with any part of a submission, we are not responsible for any losses, liabilities, penalties or commercial consequences arising from submitted content, including any inaccuracy, omission, regulatory or procurement non-compliance, pricing error, or outcome of the procurement.

3. Fees, VAT and payment

Fees are set out in your engagement letter and are exclusive of VAT, which we will add at the prevailing rate.

Unless the engagement letter states otherwise, we invoice at the start of each month in advance, and payment is due within 14 days of the invoice date. If an invoice remains unpaid after its due date, we may charge interest at 4% above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Expenses over £100 per item require your prior approval before we incur them. Smaller incidentals (portal access fees, printing, postage) are absorbed by us.

4. Term and termination

The engagement starts, continues and renews as set out in your engagement letter, including any trial period and minimum commitment.

Either party may terminate the engagement immediately by written notice if the other party:

• materially breaches the agreement and fails to remedy that breach within 14 days of written notice requiring it to do so; or
• becomes insolvent, enters administration, or ceases to trade.

If you terminate during a minimum commitment period other than under the circumstances above, the remaining monthly fees for that period become payable on termination. The parties agree this is a genuine pre-estimate of the loss we incur from the reserved capacity, and not a penalty. On termination, and subject to payment of all outstanding invoices, we will hand over any in-flight bid materials and invoice for work performed up to that point.

5. Intellectual property

Any deliverables we create for you — including bid submission documents, bid materials for your team, general marketing and bidding documents to support your future bids, narrative text, and company-specific template documents — become your property on payment of the invoices covering that work. You may use, edit and re-use them without restriction.

We own our generic templates, frameworks, checklists, prompts, tools and know-how, and anything else we have developed that is not uniquely tailored to you.

6. Confidentiality

Each party will keep the other party’s confidential information confidential during and after the engagement, and will disclose it only to personnel, sub-contractors and professional advisers who need to know it in order to perform the engagement, and only under equivalent confidentiality obligations. This obligation does not apply to information that is or becomes publicly available other than through breach, was lawfully known to the receiving party before disclosure, or is required to be disclosed by law or by a competent regulator.

7. Data protection

Where we process personal data on your behalf, we do so as processor acting on your documented instructions, and apply appropriate technical and organisational security measures. Where a separate data processing agreement is required, the parties will negotiate one in good faith. Each party will comply with its obligations under UK GDPR and the Data Protection Act 2018.

8. Sub-contractors

We may use sub-contractors to deliver parts of the engagement. We will ensure sub-contractors are bound by confidentiality obligations no less strict than those set out here.

9. Non-solicitation of personnel

During the engagement and for 12 months after it ends, neither party will solicit or directly engage any member of the other party’s team or sub-contractors who has been materially involved in the engagement. This does not apply to general recruitment advertising not specifically targeted at such individuals, or to unsolicited applications.

10. Publicity and case studies

With your prior written consent (email is sufficient), we may reference you as a client on our website, in case studies and in marketing materials.

11. Insurance

We maintain professional indemnity insurance appropriate to a business of our size.

12. Liability

Nothing in these terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to the above, our total aggregate liability to you arising out of or in connection with the engagement — whether in contract, tort (including negligence), for breach of statutory duty, or otherwise — is limited to the fees actually paid by you to us in the 12 months immediately preceding the event giving rise to the claim.

Neither party is liable to the other for any loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, or any indirect or consequential losses, including for the avoidance of doubt the value of any tender that was not won.

13. Force majeure

Neither party will be in breach of this agreement, nor liable for any failure or delay in performance, caused by events beyond its reasonable control (including natural disasters, war, pandemics, and infrastructure or utility failures). The affected party will notify the other as soon as reasonably practicable, and the parties will work in good faith to mitigate the impact.

14. Assignment

Neither party may assign or transfer this agreement without the other party’s prior written consent, which will not be unreasonably withheld. We may assign to a successor entity as part of a corporate restructure or sale of business on written notice to you.

15. Notices

Formal notices under this agreement (including notice of termination) must be in writing and sent by email to the contact named in the engagement letter, with a copy to toby@bidgen.io. A notice sent by email on a business day before 5pm UK time is deemed delivered on that day; otherwise on the next business day. Operational communications (drafts, feedback, queries) may be given by any reasonable means.

16. Entire agreement

The engagement letter together with these terms constitutes the entire agreement between the parties and supersedes any prior agreement, understanding or representation on the same subject matter. In the event of any inconsistency, the engagement letter prevails.

17. Variations

Any variation to this agreement must be agreed in writing by both parties. An email exchange between the authorised contacts named in the engagement letter will suffice.

18. Third parties

A person who is not a party to this agreement has no rights to enforce any of its terms. The Contracts (Rights of Third Parties) Act 1999 does not apply.

19. Governing law and jurisdiction

This agreement and any dispute arising out of or in connection with it are governed by the laws of England and Wales. The parties will first seek to resolve any dispute by good-faith discussion. Failing resolution, the courts of England and Wales have exclusive jurisdiction.