Bidgen Retainer Terms

1. Our services

We help you find, write and submit tenders, working alongside your team on reviews and sign-off. The specific scope of your engagement is set out in your engagement letter.

The word limit is 20,000 drafted words per included tender project, unless otherwise agreed. This limit and any limit on the number of tenders both apply.

Both Parties acknowledge that tender outcomes depend on things outside our control, such as the buyer’s decision, pricing and competition, so we do not guarantee any particular result, including success in any tender, a number of tenders or any contract value.

We look for opportunities that match your requirements and the agreed work, but we cannot promise to find every possible opportunity. We support the bids you ask for and we agree to take on, within the capacity agreed with you. Any pricing or compliance review covers only the agreed checks. It does not include specialist advice, such as legal or financial advice.

2. Working together

We need your help to do our best work for you, so you agree to:

• give us accurate, complete and up-to-date information that we can lawfully use, with any rights and permissions needed;
• make sure we have the portal access we need (e.g. where such access depends on sharing your company’s login details);
• reply to our drafts and questions promptly (normally within two working days when we are working on a tender for you, or sooner when a tender deadline is tight); and
• tell us promptly about anything that may affect a live bid, such as changes to your pricing, capacity, eligibility, certifications or other important bid facts, or a decision to withdraw.

We may rely on the information you give us.

You decide what to bid for. You remain responsible for the accuracy of the facts in your bids, your technical solution, prices and commitments, and your ability to deliver. We will share drafts and submission materials with you for review and will normally ask for your explicit approval.

When you engage us to submit for you, deadlines are often tight. So that a bid is not delayed or missed while we wait for a reply, your approval and permission to submit are treated as given once we have shared the response, attachments, price, important declarations and buyer terms, and allowed you a reasonable opportunity to review them given the applicable deadlines. This does not apply if you have told us to hold the submission. If we then make significant changes, we will give you another opportunity to review them.

You appoint us as your agent, making clear to buyers that we act for you, for agreed buyer communications and authorised submissions. We may make reasonable edits and bid commitments consistent with your information, instructions and the bid position shared for review, without asking you to approve each one. Significant new or changed commercial commitments outside that position do, however, need your approval. We cannot accept awards, sign delivery contracts, give separate guarantees or indemnities, or give up important rights outside the bid unless you separately authorise us. You remain responsible for any signatures needed from you.

You acknowledge that late, incomplete or changed information may limit what we can deliver before a deadline, and that we may then change delivery arrangements or pause the affected work.

3. Fees, VAT and payment

Our fees do not include VAT, which we add at the current rate. We invoice at the start of each month in advance. You must pay within 14 days of the invoice date. If an invoice becomes overdue or you otherwise break this agreement in a significant way, we will tell you and may pause our work for you until this is put right.

4. Engagement term

Either Party may end the engagement immediately by written notice if the other:

• breaks this agreement in a significant way and does not put it right within 14 days of written notice asking them to do so; or
• becomes insolvent, enters administration or stops trading.

Because we reserve capacity for you, you can end the engagement during any minimum commitment only where this agreement gives you that right. Otherwise, our fees remain payable on the agreed dates, whether or not you use the services.

5. Ownership of the work

Once you have paid for work we agree to deliver specifically for you, our rights in it pass to you, and you may use, edit and re-use it. This is subject to any restrictions we tell you about on material belonging to others. Until that work is paid for, we may hold off handing it over, subject to Schedule 1.

We keep ownership of our generic templates, frameworks, checklists, prompts, tools, know-how and other background material, and we can also use it and license it to others. Where it is included in work you have paid for, we give you a permanent licence to use and adapt it for your business and bids, anywhere in the world and without paying royalties. As with any writing, we do not guarantee that all wording is original or that legal rights exist in it.

6. Confidentiality

Each Party must keep the other’s confidential information confidential during and after the engagement, use it only for agreed purposes, and share it only with staff, sub-contractors and advisers who need it and must follow equivalent confidentiality rules. This does not cover information that is public without a breach, was already lawfully known before it was shared, or must be disclosed by law or a regulator.

7. Data protection

For personal data we handle on your behalf, you are the controller and we are the processor. Schedule 1 sets out the rules.

8. Sub-contractors and technology

We may use sub-contractors. We see AI as a significant opportunity for our customers. Both Parties acknowledge and agree that AI and automation are central to how we deliver our services, including for research, monitoring, analysis, drafting, reviews, checks and carrying out tasks. We use them extensively and expect this to increase as the technology develops. We choose the tools and the mix of automated and human work, and individual tasks do not need to be carried out by a person or separately approved.

As with any research or writing, whether done by people or by AI, mistakes can happen. AI and automation may produce information that is invented, out of date or missing, other errors, or failures when carrying out tasks, and checks may not catch every error. You accept these risks provided we meet our obligations under this agreement. Use of AI, or any error, does not by itself show a failure to take reasonable care on our part. We do not guarantee error-free work or that a person will check every step.

9. Hiring each other’s teams

During the engagement and for 12 months after it ends, neither Party will actively recruit, hire or contract directly with anyone from the other’s team or sub-contractors who played a significant part in the engagement. This does not cover general recruitment advertising that is not aimed at those people, or applications they make without being approached.

10. Liability

Neither Party limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited or excluded.

Except for the liabilities above, our total liability to you arising from or connected with the engagement, including negligence, duties imposed by law and indemnities, is limited for each Contract Year to that year’s agreed service fees, excluding VAT and expenses. This limit covers all our obligations, including confidentiality, intellectual property, data processing and providers. Each Contract Year lasts 12 months, starting with the engagement’s first day and then each anniversary. If no annual fee is stated, the limit is 12 times the monthly fee plus separately agreed service fees for that year. For a fixed term or project expressly agreed to be shorter than a year, it is the total agreed service fee.

A claim counts towards the limit for the Contract Year when the first action, failure to act or breach that caused it happened. We use the fees agreed immediately before that event. Earlier events count towards Year 1 and use the initial fees. Claims with the same underlying cause are treated as one series and count towards the year of the earliest event.

Neither Party is liable for loss of profit, revenue, business, opportunity or chance of winning or keeping an award, goodwill or expected savings, whether direct or indirect, or other indirect or consequential losses. This includes the value of a tender that was not won.

If something goes wrong, you will give us a reasonable chance to put it right. Our liability is reduced by the share of any loss caused by inaccurate or unlawful information from you, agreed inputs you did not provide or actions you did not take, unauthorised use or changes, or commercial decisions that are your responsibility.

You will cover our reasonable losses and liabilities, and our reasonable costs of defending claims from other people or organisations, where they are caused by unlawful materials you provide, missing rights or permissions, or instructions from you that you knew were misleading or that were not authorised. This does not cover any share caused by our own breach or negligence. Neither Party may agree a settlement that binds or significantly harms the other without their written consent, which must not be unreasonably withheld.

These limits and exclusions do not reduce what you must pay us, what you must cover under this clause, or our right to recover losses caused by your breach of the minimum commitment.

11. Events outside a Party’s control

Neither Party breaks this agreement or is liable for failure or delay caused by events outside its reasonable control despite reasonable precautions. These include natural disasters, war, pandemics, infrastructure or utility failures and external portal outages.

12. Transferring the agreement

Neither Party may transfer this agreement without the other’s written consent beforehand, which must not be unreasonably withheld. We may transfer it to a successor business as part of a business reorganisation or sale, after giving you written notice.

13. Notices

Formal notices must be emailed to the contact in the engagement letter, with a copy to toby@bidgen.io. Unless delivery fails, notices sent before 5pm UK time on a business day are treated as delivered that day; otherwise on the next business day.

14. The whole agreement

The engagement letter, these terms and their included schedules form the whole agreement and replace earlier agreements and understandings about the engagement.

15. Changes to the agreement

Changes to this agreement must be agreed in writing by both Parties’ authorised contacts named in the engagement letter; email is enough. Day-to-day instructions or bid approvals do not change fees, minimum terms or liability limits.

16. Rights of others

This agreement gives no one else a right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

17. Law and courts

The laws of England and Wales apply to this agreement and related disputes. Any court proceedings must be brought in the courts of England and Wales.

Schedule 1: Data processing

What we do. To provide the agreed services, including authorised submissions, we receive, store, review, draft and send personal data in your materials and bid records, during the engagement and until it is returned or deleted as described below.

What data we handle. Identifying, contact, employment, qualification, experience and reference information about your staff, contractors, referees, and business and buyer contacts. Any other data, especially sensitive data such as health or criminal-record information, needs our written agreement first, as it requires extra safeguards.

Instructions. You decide why the data is used and its legal basis, and provide the necessary notices and permissions. We handle it only on your written instructions (this agreement is one), including on international transfers, unless UK law requires otherwise. If so, we will tell you first unless the law prevents this. We will tell you immediately if we think an instruction is unlawful, and may pause the affected data handling.

Security. Anyone we authorise to handle the data must be bound to keep it confidential, and we will take the security measures required by Article 32 UK GDPR.

Providers (subprocessors). As our tools change with technology, you give general written permission for us to use providers, including those outside the UK under a lawful transfer arrangement. We will give reasonable notice before adding or replacing one, so you can object on data-protection grounds. If no reasonable alternative exists, we may end the affected services. Providers must be bound by written contract to equivalent data-protection obligations, and we remain responsible for their compliance.

Help with data protection. Through appropriate measures, and as far as possible, we will help you respond to people exercising their data-protection rights. Taking account of the data handling and the information available to us, we will also help you with security, reporting data breaches, impact assessments and consulting the regulator.

Checks. We will provide all information needed to show we comply with Article 28, and allow and contribute to audits and inspections by you or your auditor, on reasonable notice and under reasonable confidentiality and security arrangements. As this goes beyond the agreed services, we may charge reasonable costs for it and for the help above.

When data handling ends. When the services end, we will return or securely delete the data, as you choose, and delete remaining copies unless UK law requires us to keep them. Backups cannot be cleared straight away, so data in them stays secure and out of use until our normal backup cycle deletes it.