T&B Portal: User Agreement

Introduction:

This User Agreement between T&B (Contractors) Limited and the Supplier governs the access and use of the Portal by the Supplier to respond to an invitation from T&B (Contractors) Limited to tender for a project.

The Portal is provided and operated by T&B (Contractors) Limited. This User Agreement applies to the Suppliers and their use of the Portal. The Supplier acknowledges that by using the user ID and password provided by, or on behalf of T&B (Contractors) Limited, the Supplier agrees to be bound by this User Agreement.

The Supplier shall only use the Portal to respond to an invitation to participate in a tender in accordance with this User Agreement and any further rules expressed and presented in the Portal. In the event that there is any conflict between this User Agreement and any such further rules, then the provisions of such further rules shall take precedence over this User Agreement.

1. Access:

T&B (Contractors) Limited grants to the Supplier, free of charge, access to the Portal for the purpose of tendering for any work packages advertised through the portal, subject to this User Agreement.

T&B (Contractors) Limited may immediately deny access to the Portal by giving notice in writing to the Supplier if any of the following events occur:

• The Supplier commits a material breach of any of its obligations under this User Agreement;
  
• The Supplier fails to remedy, or persists in, any breach of any of its obligations under this User Agreement after having been notified in writing to remedy or desist such breach within a period of ten (10) Working Days;
  
• Without prejudice to any of T&B (Contractors) Limited's other rights, T&B (Contractors) Limited reserves the right to suspend access to the Portal without notice for technical or legal reasons.
  

2. Registration:

To be granted access to the Portal, the Supplier must register their interest to T&B (Contractors) Limited and complete a SQ1 application form with supporting company information.

• T&B (Contractors) Limited will issue each supplier with a unique ID and password which will allow access to the portal;
  
• ID and password are strictly personal to the Supplier and non-transferable. The Supplier shall ensure that its Supplier Users do not divulge or disclose their user ID or password to third parties (In the event that the Supplier or a Supplier User becomes aware that a user ID and / or password may have been divulged, disclosed or discovered by any third party, they shall immediately notify T&B;
  
• The Supplier must immediately inform T&B in the event that a Supplier User leaves its employment or no longer requires access to the Portal. T&B (Contractors) Limited retains the right to deactivate a Supplier¡¦s User id and password if there has been no access for a period of sixty (60) days.
  

3. Invitation to Participate:

T&B (Contractors) Limited shall send, through the Portal, an invitation to participate in a specific tender to appropriate Suppliers that have registered and been activated on the Portal as described in the User Agreement. Data and information relating to a specific tender shall be made available to invited Suppliers.

• T&B (Contractors) Limited shall configure the Portal as appropriate for each tender. The selected configuration settings for a tender shall be displayed on the Portal for invited Suppliers to view. The Supplier acknowledges that by one of its Supplier Users participating in a tender on the Portal, the Supplier agrees to be bound by these configuration settings;
  
• All material issued through the Portal in connection with this tender shall remain the property of T&B (Contractors) Limited and shall be used only for the purpose of this tender.
  

Supplier's Obligations:

The Supplier shall ensure that it complies with this User Agreement.

• The Supplier shall use all reasonable care and skill in performing its obligations under this User Agreement;
  
• The Supplier shall provide software to ensure the security of the Portal and use best endeavours to protect the Portal from viruses when accessing the portal;
  
• The Supplier shall use the Portal for lawful and proper purposes only and shall, in any event, comply with all relevant laws, regulations and Codes of Practice within the UK or other jurisdiction from which Supplier Users access the Portal.
  

The Supplier agrees that it will not:

• Manipulate any information supplied on the Portal in a manner that would lead to inaccurate, misleading or discriminating presentation of information being displayed;
  
• Post, transmit or disseminate any information on or via the Portal which is or may be harmful, obscene, defamatory or otherwise.
  

Illegal:

• Use the Portal in a manner which causes or may cause an infringement of the rights of any other
  
• Use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of the Portal, including uploading or making available files containing corrupt data or viruses via whatever means.
  
• The Supplier shall be responsible for any unauthorised, false or fraudulent response to any invitation to participate in a tender that is submitted using one of its user id and passwords
  

The Supplier represents and warrants that:

• All information it provides will be accurate and complete and shall accurately represent the Supplier's capabilities;
  
• It shall have the right, through actual ownership or otherwise, to provide any product or service that is the subject of any response made by it to any invitation to participate in a tender;
  
• It has the ability to sell the product/service/works at the prices offered in any response made by it to any invitation to participate in a ender and according to the relevant criteria specified by T&B (Contractors) Limited in the relevant invitation to participate in a tender.

4. General Provisions for the Submission of Responses:

Suppliers are expected to examine the entire file attachments published in the Portal, which indicate what information must be provided. Suppliers must provide all of the items of information requested in the tender. Incomplete submission of the information requested including the submission of information in file attachments containing viruses that have been advised by the Portal shall entitle T&B (Contractors) Limited to invalidate or reject the response to the tender.

• All responses to any invitation to participate in a tender must be submitted through the Portal by the closing date and time as specified on the Portal;
  
• Responses may be submitted through the Portal at any time up to the closing date and time as specified on the Portal;
  
• Suppliers shall be entitled to submit one or more responses prior to the closing date and time;
  
• The Supplier agrees to keep any responses valid for a period of ninety (90) days from the closing date and time for the submission of responses, unless any other period is specified in the terms and conditions of the tender;
  
• Quotes will be opened by T&B (Contractors) Limited in accordance with the opening procedures specified on the Portal for each tender.

5. Intellectual Property Rights:

All Intellectual Property Rights in the Portal are owned by, or are under licence to, T&B (Contractors) Limited.

• The Supplier and its Supplier Users shall have no Intellectual Property Rights in the Portal, nor shall it have any rights to copy, adapt, modify or interfere with the Portal;
  
• The Portal may include T&B (Contractors) Limited's logo and/or trade mark. The Supplier acknowledges that it may not copy, use, or mask these logos and/or trademarks which appear on the Portal without the prior consent of T&B (Contractors) Limited.

6. Data Protection:

In its use and access of the Portal, the Supplier shall comply with the Data Protection Act 1998 and all relevant regulations together with any codes of conduct and guidance issued by the Information Commissioner and it shall not do or cause or permit to be done anything which may cause or otherwise result in a breach by T&B (Contractors) Limited of the same.

• T&B (Contractors) Limited, will collect, hold and use personal data obtained from and about the Supplier. The Supplier agrees to such data being collected, held and used in accordance with this User Agreement and its obligations under the Data Protection Act 1998.

7. Limitation of Liability:

Neither T&B (Contractors) Limited nor the Supplier excludes or limits liability to the other for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or for fraud or fraudulent misrepresentation.

In no event shall T&B (Contractors) Limited be liable to the Supplier for any direct loss, indirect loss or damages incurred by the Supplier arising from the use of the Portal caused by:

• An event of Force Majeure that affects the availability and/or performance of the Portal;
  
• Incorrect use by Supplier Users of the Portal;
  
• Connectivity failures in respect of the equipment used by the Supplier Users;
  
• Breakdown of the Portal for a period of time not exceeding 30 Working Days.

The Supplier acknowledges and accepts that:

• T&B (Contractors) Limited reserves the right to interrupt and/or suspend the availability of the Portal and/or revoke access at any time by notice to the Supplier without incurring any liability;
  
• T&B (Contractors) Limited provides the Portal on an "as is" basis and "as available" basis without any warranty of any kind;
  
• T&B (Contractors) Limited does not accept any liability for any information or links on the Portal that may refer Supplier Users to external sources outside of T&B (Contractors) Limited's reasonable control;
  
• The Supplier will indemnify T&B (Contractors) Limited in full against all claims, demands, actions or proceedings (including legal and other professional advisers fees) made by any third party arising out of or in relation to the Supplier's breach of its obligations under this User Agreement.
  

8. Confidentiality: Each party shall:

• Treat all Confidential Information as Confidential and safeguard it accordingly;
  
• Not disclose any Confidential Information to any third party without the prior written consent of the other party, except to such persons and to such extent as may be necessary for the performance of this User Agreement;
  
• Not use any Confidential Information otherwise than for the purposes of this User Agreement.
  

The Supplier shall take all necessary precautions to ensure that all Confidential Information obtained from T&B (Contractors) Limited under or in connection with this User Agreement:

• Is given only to such employee engaged to advise it in connection with this User Agreement as is strictly necessary for the performance of this User Agreement and then only to the extent necessary for each employee in the performance of this User Agreement;
  
• Is treated as confidential and not disclosed (without prior written approval) or used by any employee than for the purposes of this User Agreement;
  
• Where it is considered necessary, in the opinion of T&B (Contractors) Limited, the Supplier shall ensure that any employee, of the supplier sign a confidentiality undertaking before commencing work in connection with this User Agreement.
  

9. General:

The waiver by either party of any breach of this User Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
If at any time any part of this User Agreement is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from this User Agreement and the validity and/or enforceability of the remaining provisions of this User Agreement shall not in any way be affected or impaired as a result of that omission.

• T&B (Contractors) Limited shall not accept any liability for any costs or expenses incurred by a Supplier responding to any invitation to participate in a tender;
  
• T&B (Contractors) Limited and the Supplier acknowledge that, for the entire duration of the tender, any dates and times shall be those displayed on the Portal and any other Helpdesk recording and telecommunications equipment, and such recordings shall represent a full account of the actual facts and circumstances;
  
• The Supplier acknowledges that the Portal will not allow it to view the identity of the other Suppliers during a tender;
  
• The waiver by either party of any breach of these Participation Rules shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.