BIDFLOW LTD — Terms of Service

These Terms of Service (“Terms”) are between BIDFLOW LTD, company number 17128834, incorporated in England and Wales (“BidFlow”, “we”, “us” or “our”), and the company, partnership, public body or other business organisation identified at signup or in an Order Form (“Customer”, “you” or “your”). They govern the Customer’s use of the Platform.

The Platform is supplied wholly or mainly for purposes relating to the Customer’s trade, business, craft or profession and is not intended for consumers. A person accepting these Terms for a Customer represents that they have authority to bind that Customer. An invited Authorised User who is not authorised to bind the Customer accepts the rules applying to Authorised Users; the Customer remains responsible for that use.

By affirmatively accepting these Terms, signing an Order Form that incorporates them, or using the Platform after being presented with an acceptance request, the Customer agrees to the Agreement. If the person acting for the Customer lacks authority, or the Customer does not agree, the Platform must not be used.

1. Definitions

“Agreement” means these Terms, each applicable Order Form and, where BidFlow processes Customer Personal Data as a processor, the DPA.

“Authorised User” means an employee, officer, contractor or agent whom the Customer authorises to use the Platform for the Customer.

“Customer Data” means data, documents, instructions and other content submitted to or collected through the Platform by or for the Customer, including tender documents, knowledge-base material, case studies, certifications and bid content. It excludes BidFlow technology and anonymised statistical information that cannot reasonably identify the Customer, an Authorised User or any individual.

“Customer Personal Data” has the meaning given in the DPA.

“DPA” means BidFlow’s Data Processing Agreement at bidflow.uk/dpa.

“Evaluation Access” means a Free Trial, a free Proof of Concept or other access provided without Fees.

“Fees” means the amounts payable for the relevant Plan or services, as displayed and affirmatively selected at checkout or stated in an Order Form, excluding VAT unless stated otherwise.

“Free Trial” means standard, limited evaluation access associated with a self-service Plan.

“Generated Content” means content or assessments generated, drafted, transformed or suggested by the Platform, including draft responses, summaries, scores, recommendations and compliance analyses.

“Intellectual Property Rights” means patents, copyright and related rights, database rights, rights in software, trade marks, design rights, rights in confidential information and know-how, and all equivalent rights anywhere in the world.

“Order Form” means a BidFlow order form, an accepted written proposal expressly incorporating these Terms, an electronic checkout selection, agreed Scale plan terms, a Proof-of-Concept agreement, or another written commercial agreement expressly identified by the parties as governing the relevant services. Ordinary sales or marketing communications are not an Order Form unless expressly incorporated as one.

“Plan” means the subscription or access level selected by the Customer or stated in an Order Form.

“Platform” means BidFlow’s hosted tender-management, bid-writing, analysis and decision-support software and related documentation.

“Proof of Concept” or “POC” means bespoke evaluation access agreed with a prospective customer, which may include closer support or use with an agreed live tender.

“Subscription Term” and “Billing Period” mean the commitment and charging periods stated at checkout or in the applicable Order Form.

2. Contract documents and precedence

If documents in the Agreement conflict: (a) the DPA controls only for the processing of Customer Personal Data; (b) an expressly agreed Order Form controls over these Terms for conflicting customer-specific commercial or service provisions; and (c) these Terms otherwise control.

A purchase order is administrative only and does not amend the Agreement. Terms supplied by the Customer, and ordinary emails, demonstrations, sales materials, roadmap statements, marketing pages and Trust Centre descriptions, do not amend the Agreement or create separate warranties unless an Order Form expressly incorporates them. BidFlow must nevertheless keep its public statements accurate.

3. Access to and operation of the Platform

During the applicable Subscription Term, BidFlow grants the Customer a non-exclusive, non-transferable (except as permitted under clause 22), non-sublicensable right for its Authorised Users to use the Platform for the Customer’s internal business and legitimate tender-related purposes, subject to the Agreement and applicable usage limits.

BidFlow will provide the Platform with reasonable care and skill and will use reasonable endeavours to make it materially available in accordance with its published documentation. Unless an Order Form says otherwise, no service level, uninterrupted availability or particular response time is guaranteed.

BidFlow may make ordinary updates, improvements and changes without advance notice. If BidFlow proposes a change that materially reduces contracted core functionality during a paid Subscription Term, it will give reasonable notice where practicable and seek to provide a reasonable alternative. If it cannot, the Customer may terminate the materially affected service and receive a pro-rata refund of prepaid Fees for the unused period of that service.

The Platform relies on third-party hosting, database, payment, email, web-retrieval and AI services. Outages, API failures, provider restrictions, model changes and deprecations may affect functionality. BidFlow may replace a provider or model where this does not materially undermine the contracted service and remains consistent with the DPA and applicable privacy commitments. BidFlow does not guarantee permanent availability of a particular model or provider.

4. Accounts and Authorised Users

The Customer must provide accurate account information, nominate appropriately authorised administrators, keep access rights current and ensure that Authorised Users comply with the Agreement. Accounts and credentials must not be shared with unauthorised people.

The Customer is responsible for activity under its account except to the extent caused by BidFlow’s breach of the Agreement. It must promptly notify hello@bidflow.uk of suspected unauthorised access and take reasonable steps requested to secure the account.

BidFlow may suspend access to address a material security risk, unlawful use, fraud, non-payment or a material breach. Where practicable, BidFlow will give notice and an opportunity to remedy and will restore access when the relevant issue is resolved.

5. Plans, Fees, renewals and cancellation

The applicable Plan, Fees, Subscription Term and Billing Period are those displayed and affirmatively selected at checkout or stated in an Order Form. Fees are payable in advance unless the Order Form says otherwise. VAT is added where applicable.

Monthly subscriptions. Unless checkout or an Order Form says otherwise, a monthly subscription is billed monthly in advance, continues for successive one-month Subscription Terms and may be cancelled before the next renewal. Cancellation stops the next renewal, does not retrospectively refund the current Billing Period, and access continues until the end of that paid Billing Period. There is no universal six-month minimum commitment.

Annual subscriptions. Unless an Order Form says otherwise, an annual subscription is billed annually in advance for a 12-month Subscription Term at the annual amount displayed at checkout or otherwise agreed. Any displayed monthly figure is an equivalent for comparison only, not a monthly charge. Cancellation stops renewal at the end of the annual term. Unused portions are not automatically refundable except where required by law, under clause 3, or expressly agreed.

Scale and custom services. Scale pricing, the Subscription Term, Billing Period, usage allowances and customer-specific services follow the applicable Order Form and need not be identical between Customers.

The Customer authorises BidFlow and its payment provider to charge the selected payment method according to the agreed Billing Period. BidFlow may suspend paid access if an undisputed amount remains overdue 14 days after written notice. The Customer must raise a good-faith invoice dispute promptly.

BidFlow may change advertised prices prospectively. A change will not alter Fees already committed for a current prepaid annual term. For a recurring subscription, revised pricing applies no earlier than a future renewal following reasonable notice. Order Form pricing changes only as that Order Form permits or the parties agree.

6. Free Trials and Proofs of Concept

Free Trials. A Free Trial is for evaluation. BidFlow may impose feature, user, tender, usage or time limits and may discontinue it on reasonable notice or immediately for misuse. No service level or tender outcome is guaranteed. A Free Trial does not become paid access unless the Customer affirmatively selects a paid subscription mechanism. Where the Customer expressly selects a checkout offer that includes a trial followed by recurring charges, those charges begin as disclosed at checkout unless the Customer cancels before the trial ends.

POCs. A POC is governed by these Terms and any POC-specific Order Form. That Order Form may address scope, dates, users, live-tender use, support, success criteria, conversion discussions, confidentiality and expressly agreed liability terms. A free POC does not transfer responsibility for a tender outcome to BidFlow.

All Customer review duties, AI limitations, acceptable-use rules and procurement-outcome provisions apply in full to Evaluation Access, including where BidFlow personnel provide onboarding or product guidance.

7. Customer responsibilities and human review

The Platform is an assistive bid-management, drafting, analysis and decision-support tool. It does not replace the judgement and participation of a competent Customer team. The Customer must allocate appropriately knowledgeable personnel and reasonable time to operate the Platform, review the relevant procurement documents and make submission decisions.

The Customer must provide lawful, accurate, complete and current Customer Data, instructions and configuration; correct or replace outdated material; review Generated Content in context; edit it where appropriate; and approve the final submission. The Platform’s usefulness materially depends on the quality, completeness and accuracy of Customer Data, the Customer’s instructions and configuration, and the Customer’s expertise and review effort.

Before submitting, communicating or otherwise relying on Generated Content, the Customer must verify each applicable factual, legal, technical and commercial statement, including:

• certifications, accreditations, licences, legal or regulatory statements and compliance claims;
• case studies, references, customer names, dates, statistics and performance claims;
• staffing levels, qualifications, CV information, methodologies and technical or security capabilities;
• service levels, mobilisation promises, delivery commitments and implementation dates; and
• pricing, discounts, warranties, representations and other contractual undertakings.

The Customer remains responsible for eligibility, portal completion, final approval and submission of each tender response, and for retaining appropriate copies and records.

8. AI and Generated Content

Generated Content may contain inaccuracies or omissions, make inappropriate assumptions, misunderstand source material, misinterpret a tender requirement, reproduce outdated information or fail to detect inconsistencies. Automated checks and scores may not identify every requirement, compliance issue or factual error. BidFlow does not promise error-free output.

Unless an Order Form expressly states otherwise, BidFlow supplies software-assisted drafting and decision support, not legal, financial or regulatory advice, guaranteed compliance advice, a professional certification or audit, or guaranteed procurement advice. Nothing in this clause removes BidFlow’s obligation to provide the Platform with reasonable care and skill under clause 3.

Generated Content may not be unique, may resemble content produced for others, may not qualify for copyright protection, and is not guaranteed to be free of third-party rights or restrictions. Subject to the Agreement and applicable law, the Customer may use, edit, reproduce and submit Generated Content for its legitimate business purposes and is responsible for checking whether its intended use affects third-party rights.

9. Procurement outcomes

BidFlow does not make procurement decisions and does not control contracting authorities, evaluators, competitors, tender portals or the Customer’s final submission. It does not warrant or guarantee:

• winning a tender or contract, qualifying for or retaining a framework place, or avoiding rejection or disqualification;
• any evaluation score, ranking, win rate or external Bid Scorer score;
• that an internal Bid Score predicts an evaluator’s score; or
• that every tender requirement, compliance issue or factual inconsistency will be identified.

A Bid Score, qualification recommendation, compliance score, evaluator simulation, win indicator, tender recommendation or similar assessment is decision-support, not a guarantee or statistically certain forecast. Outcomes depend on matters outside BidFlow’s control, including evaluator judgement and interpretation, competition, pricing, eligibility, evidence quality, procurement strategy, Customer Data, Customer edits and the final submission.

10. Representations and post-award commitments

BidFlow does not bind the Customer, a contracting authority or any other third party. Unless BidFlow separately signs an Order Form for managed professional services that expressly says otherwise, BidFlow does not make tender representations on the Customer’s behalf.

The Customer must decide whether it can comply with each statement it submits, including pricing commitments, warranties, representations, certifications, delivery obligations, staffing promises, implementation timelines, service levels, remediation commitments and performance commitments. The Customer is responsible for its decision to submit them and for obligations that the submission later creates.

11. Customer Data and data protection

As between the parties, the Customer owns Customer Data. The Customer grants BidFlow a non-exclusive licence during the Agreement, and for any limited retention period permitted by it, to host, process, transmit, secure, back up, display and analyse Customer Data only as needed to provide, support and secure the contracted service, follow the Customer’s documented instructions, enforce the Agreement and comply with law.

BidFlow will not use Customer Data to train or fine-tune a general or shared AI model unless the Customer expressly agrees in writing. This does not prevent BidFlow from using service telemetry or anonymised statistics that are not Customer Data and cannot reasonably identify the Customer, an Authorised User or an individual.

The Customer warrants that it has a lawful basis and all necessary rights, notices and permissions to supply and instruct processing of Customer Data. Each party will comply with applicable Data Protection Laws. BidFlow acts as controller for its own account, billing, security, support, website, legal-compliance and appropriate marketing activities, and as processor where it processes Customer Personal Data on the Customer’s documented instructions. The DPA is automatically incorporated in that processor relationship.

12. BidFlow intellectual property and restrictions

BidFlow and its licensors retain all Intellectual Property Rights in and relating to the Platform and its proprietary technology, including software, source and object code, algorithms, system prompts, prompt architecture, workflows, scoring methodology, evaluation logic, BidFlow-owned templates, product design, interfaces, documentation, BidFlow databases and know-how. The rights to use Generated Content do not transfer any right in those underlying assets. All rights not expressly granted are reserved; no right is granted by implication.

Except to the extent a restriction is prohibited by mandatory law, the Customer and Authorised Users must not:

• reverse engineer, decompile or disassemble the Platform, or create unauthorised derivative copies;
• systematically scrape or use unauthorised automation to extract Platform content or data;
• extract, reveal or reconstruct system prompts, evaluation logic or proprietary scoring methodology;
• circumvent security, access or usage controls, or remove proprietary notices;
• use BidFlow proprietary material to build a competing service; or
• use the Platform or its proprietary outputs to train or improve a competing tender-management or bid-writing platform.

The Customer may voluntarily provide feedback. BidFlow may use that feedback without restriction or royalty, but this does not permit BidFlow to use Customer Data, disclose Customer Confidential Information or train AI models on Customer Data beyond the rights otherwise granted in the Agreement.

BidFlow may identify the Customer as a customer, or publish its name, logo, quote, case study, performance figure or tender outcome, only with the Customer’s express written permission and within the scope of that permission. The Customer may withdraw permission prospectively on reasonable notice, subject to materials already lawfully printed or committed.

13. Confidentiality

Each party will keep the other’s non-public business, technical and commercial information confidential, use it only to perform or receive the Agreement, and disclose it only to personnel and professional advisers who need to know it and are bound by appropriate confidentiality duties. Customer tender information is Customer Confidential Information. BidFlow’s non-public prompts, algorithms, security information and proprietary methods are BidFlow Confidential Information.

This duty does not apply to information that the receiving party can show was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without restriction, or is independently developed without use of the confidential information. A party may disclose information where legally required, giving advance notice where lawful and reasonably practicable.

These duties continue for five years after termination. For information that remains a trade secret or equivalent confidential know-how, they continue for as long as it lawfully retains that character.

14. Acceptable use

The Customer must not use the Platform unlawfully, fraudulently or to mislead a procurement body; infringe third-party rights; upload malicious or unlawful material; gain unauthorised access; interfere with service integrity; resell or sublicense access without permission; evade limits; or submit information it knows is materially false. These rules apply under all applicable procurement, anti-fraud, data-protection, intellectual-property and other laws, including successor legislation.

15. Customer success, support and managed services

Onboarding, product guidance, customer-success support, strategy-review discussions, evaluator intelligence and support conversations help the Customer use the Platform and interpret available information. They do not, without an express managed-services Order Form, transfer responsibility for the Customer’s procurement strategy, factual representations or final submission to BidFlow.

If BidFlow offers managed bid-writing or other professional services, their scope, responsibilities, deliverables and any service-specific liability terms must be set out in an Order Form. Nothing in this clause relieves BidFlow of responsibility for customer-success or support services that an Order Form expressly promises.

16. Warranties

Each party warrants that it has authority to enter the Agreement. BidFlow warrants that it will provide paid services with reasonable care and skill and that the Platform will materially conform to its then-current documentation under normal use. If BidFlow breaches this warranty, it will use reasonable efforts to correct the affected service; if it cannot do so within a reasonable time, the Customer may terminate that service and receive a pro-rata refund of prepaid Fees for its unused period.

Except as expressly stated and to the fullest extent permitted by law, the Platform, Evaluation Access and Generated Content are provided without other conditions, warranties or representations, whether express or implied. In particular, BidFlow does not warrant uninterrupted operation, that all defects will be corrected, or that third-party services will always be available.

17. Liability

17.1 Liabilities not limited. Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a term as to title that cannot lawfully be limited, or any other liability that applicable law prohibits from being excluded or limited.

17.2 Excluded loss. Subject to clause 17.1, neither party is liable for loss of profit, revenue, margin, anticipated savings, business, goodwill or reputation, or for indirect or consequential loss. BidFlow is also not liable for loss of chance, lost procurement opportunity or contract, failure to win or qualify, loss of a framework place, rejection, disqualification, reduced score or ranking, internal bid-preparation cost, wasted employee or management time, revision or resubmission cost, or loss caused by a contracting authority, evaluator or third-party tender portal, in each case arising from the Customer’s use of or reliance on the Platform or Generated Content.

17.3 Submitted commitments. Subject to clause 17.1, BidFlow is not liable for service credits, liquidated damages, penalties, remediation cost, increased delivery cost, the cost of fulfilling an unsupported commitment, replacement-resource cost or other liability owed by the Customer to a third party to the extent it results from a representation or commitment in Generated Content which the Customer reviewed, had a reasonable opportunity to correct, and elected to submit. This exclusion does not apply to the extent the loss was caused by BidFlow’s fraud, deliberate default, or an express commitment independently undertaken by BidFlow in a signed managed-services Order Form.

17.4 Data. The Customer must maintain appropriate source copies and exports. BidFlow is not liable for loss or corruption caused by Customer action, unauthorised credentials, a third-party system outside BidFlow’s reasonable control, or the Customer’s failure to retain source copies. Other liability for data loss, security incidents or data-protection breach is subject to this clause 17 and the DPA; nothing here removes a duty that cannot lawfully be excluded.

17.5 Paid-services cap. Subject to clause 17.1, BidFlow’s total aggregate liability arising out of or in connection with all paid services under the Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the Fees paid or payable to BidFlow for the affected paid subscription or Order Form during the 12 months immediately preceding the earliest event giving rise to the claim. If that service has existed for less than 12 months, the cap is the Fees paid plus any non-cancellable Fees payable for the period from its commencement to that event, subject to a maximum of 12 months’ Fees. An annual fee paid in advance is included in Fees paid. The cap applies once to all claims and related events in aggregate, not separately to each claim.

17.6 No-fee cap. Subject to clause 17.1, BidFlow’s total aggregate liability arising out of or in connection with a Free Trial, free POC or other no-fee service is limited to £1,000 for all claims and related events in aggregate. The parties acknowledge that enforceability and application of this limit depend on applicable law and circumstances.

17.7 Allocation. The exclusions and caps reflect the business nature of the service, the Customer’s review duties, the availability of insurance and the Fees or absence of Fees. Each limitation applies only so far as permitted and reasonable under applicable law, including the Unfair Contract Terms Act 1977 where applicable.

18. Third-party claims and indemnities

For paid services and subject to clause 17, BidFlow will defend the Customer against a third-party claim that the Customer’s authorised use of the unmodified Platform infringes that third party’s UK Intellectual Property Rights, and pay damages and reasonable external legal costs finally awarded or agreed by BidFlow. This does not cover Customer Data or Generated Content; combinations not supplied by BidFlow; Customer modification or use outside the Agreement; or continued use after BidFlow offers a non-infringing alternative. BidFlow may procure continued use, modify or replace the affected element, or terminate it and refund prepaid Fees for its unused period.

The Customer will indemnify BidFlow against damages, settlements and reasonable external legal costs finally awarded or agreed in a third-party claim to the extent arising from: (a) Customer Data infringing third-party rights; (b) unlawful or fraudulent use of the Platform by the Customer; (c) the Customer knowingly or negligently submitting materially false information after the review required by clause 7; (d) a representation or commitment the Customer makes to a third party and BidFlow did not independently undertake; or (e) another material Customer breach of the Agreement that directly causes the third-party claim. This does not apply to the extent the claim was caused by BidFlow’s breach, negligence, fraud or unauthorised alteration of Customer Data.

The indemnified party must give prompt notice (delay reduces recovery only to the extent it causes material prejudice), provide reasonable cooperation at the indemnifying party’s cost, and allow the indemnifying party reasonable control of the defence. No settlement may admit fault by, or impose a non-monetary obligation on, the indemnified party without its prior written consent, not to be unreasonably withheld.

19. Termination, export and deletion

Either party may terminate an affected service immediately by written notice if the other commits a material breach and, where remediable, does not remedy it within 30 days after notice, or becomes insolvent. BidFlow may terminate Evaluation Access on reasonable notice or immediately for misuse, security risk or illegality. Subscription cancellation follows clause 5.

On termination, access ends when the applicable paid-through period or agreed service period ends, unless earlier suspension or termination is permitted. For 30 days afterwards, the Customer may request a reasonable export of Customer Data that remains in the active service, unless law or security prevents it. BidFlow may charge reasonable costs for a bespoke export not available through standard functionality.

If an administrator deliberately uses an immediate organisation-deletion control, the Customer instructs BidFlow to begin deletion without that post-termination export window and must export any required data first. BidFlow will clearly warn the administrator before carrying out that instruction.

After that period, BidFlow will delete or return Customer Personal Data in accordance with the DPA and delete other Customer Data from active systems within a reasonable operational period, except where retention is required by law, needed to establish or defend legal claims, or data remains in access-restricted backups pending normal overwrite. Subprocessors may retain data for their documented deletion cycles. Retained data remains protected and is not used for new purposes.

20. Changes to these Terms

BidFlow may update these Terms for legal, security, technical or business reasons. It will give reasonable advance notice of a material adverse change to active paid Customers. Such a change takes effect at the next renewal unless earlier effect is required by law or security. If a materially adverse discretionary change must take effect during a prepaid term and the Customer objects before it takes effect, the Customer may terminate the affected service and receive a pro-rata refund for the unused prepaid period.

21. Notices

Legal notices to BidFlow must be sent to hello@bidflow.uk and are effective when receipt is acknowledged, or by recorded delivery to the registered office. BidFlow may send notices to the Customer’s registered administrator email or address in an Order Form. Operational messages may be delivered in the Platform.

22. General

Neither party is liable for delay caused by circumstances beyond its reasonable control, but payment obligations already due are not excused. If a material interruption continues for more than 30 days, either party may terminate the affected service; prepaid Fees for the unused period will be refunded where BidFlow cannot provide it.

The Customer may not assign the Agreement without BidFlow’s consent, not to be unreasonably withheld in connection with a genuine corporate reorganisation or sale of substantially all relevant business assets. BidFlow may assign it to an affiliate or successor to its business, provided this does not materially reduce the Customer’s rights.

The Agreement does not create a partnership, agency, employment or fiduciary relationship. Delay in enforcing a right is not a waiver. If a provision is invalid, it will be modified to the minimum extent necessary and the rest remains effective.

The Agreement is the entire agreement on its subject matter and supersedes prior discussions and representations, but does not exclude liability for fraud or fraudulent misrepresentation. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce it.

The Agreement and any non-contractual dispute are governed by English law. The courts of England and Wales have exclusive jurisdiction.