bids&tenders® Supplier Terms of Service & Subscription Agreement

bids&tenders^® (“bids&tenders”), is a cloud-based Enterprise SaaS e-Procurement solution (an electronic bidding system) located at www.bidsandtenders.ca (the “Site”).

To create a bids&tenders Supplier Account, you must agree to the following terms and conditions by clicking on the "I accept" button at the bottom of this agreement.  These Terms of Service and Subscription Agreement (this “Agreement”) sets forth the legally binding terms for your use of the Site as a Supplier.  By clicking the "I Agree" button, you represent that you have the necessary authority to bind the Supplier and agree, on behalf of the Supplier, effective as of such date (the "Effective Date"), to be bound by this Agreement. 

The Buying Organization may include additional terms of service or other requirements applicable to specific Bid Opportunities, which terms will be presented to you for acceptance prior to obtaining access to such Bid Opportunities.

Please read this Agreement carefully and save it for future reference. If you do not agree with this Agreement, you must discontinue use of the bids&tenders Site immediately and any continued use is unlawful and at your own risk.

1. Definitions

1.1    "I", "We", "Us", "Our", "You" and "Your" means any person or entity applying to register a bids&tenders Supplier Account.

1.2    "Annual Subscription” and “Annual Subscription Fee" refer to a paid subscription purchased from Provider that grants a Supplier, upon payment, access to Bid Opportunities and related functionality within the bids&tenders Service for a period of one (1) year, depending on the Subscription Option selected at registration.

An Annual Subscription is subject to the Payment Agreement in Schedule 1.

 

1.3 "Subscription Scope" means the number and identity of Buying Organizations selected by the Supplier under its Subscription Tier. Each Tier includes a defined limit on the number of Buying Organizations (“Agency Cap”). Access to Bid Opportunities issued by Buying Organizations outside of the Supplier’s Subscription Scope (“Out-of-Scope Bid Opportunities”) is restricted as described in Schedule 1 (Payment Agreement).1.4    "Bidder" means a person or entity that submits a bid in response to a Bid Opportunity issued by a Buying Organization.

1.5    "Bid Documents" refers to any bid-related materials, whether in paper or electronic form, that contain information for a Supplier to prepare and submit a bid or a response to a Buying Organization. Bid Documents include, without limitation,  solicitation documents, drawings, addenda, specifications, and any associated attachments or instructions.

1.6    "Bid Opportunity" means a summary, in electronic form, of the information relating to a solicitation by a Buying Organization and/or an advertisement or invitation, through the bids&tenders Service, to Suppliers to submit a bid, proposal, qualification or offer.

1.7    "bids&tenders Service" or “Service” refers to the electronic procurement and bidding platform known as bids&tenders, owned and operated by Valsoft Corporation Inc. dba bids&tenders (“Provider”), which serves as the Electronic Bidding System for Buying Organizations and registered Suppliers to facilitate the bidding process which includes but is not limited to electronic notification, distribution, and where available the electronic receipt of Bids. 

1.8    "Buying Organization" means any entity that issues or posts Bid Opportunities through the bids&tenders Service, including, without limitation, government agencies, such as MASH Sector - Municipalities, Academic Institutions, School Boards, Health Regions and Publicly Funded Post-Secondary Institutions, provincial, state, federal governments and agencies, government commercial/industrial agencies and any other public or private organization utilizing the Site.

1.9    "Commodity(ies)" means a system of words, numbers, or both, designed to identify and list goods, services and construction by classes and subclasses which the Supplier has selected during their bids&tenders Supplier Account registration process, that the Supplier requested to be notified by email, when a Buying Organization publishes a public bid opportunity matching the commodity(ies) the Supplier has selected.

1.10   "Contact(s)" refers to the ability for Suppliers during their bids&tenders Supplier Account registration process to add additional staff contacts, based on the selected plan, that have the authority to download Bid Documents, acknowledge addendum(s), submit bids, edit and/or withdraw bids on the Supplier's behalf.  The addition of a Contact to a bids&tenders Supplier Account shall be deemed to be confirmation on behalf of the Supplier that such individual(s) has the authority to complete the foregoing actions on behalf of the Supplier, and to legally bind the Supplier to the terms and conditions contained in a Buying Organization(s) Bid Call Documents and any applicable Addenda.When creating a Supplier Account DO NOT invite additional Contacts that you DO NOT want to have access to view, edit, submit and/or withdraw your bids or who may be in direct competition for example (a company may have two divisions that could be competing for the same Bid Opportunity). Suppliers are responsible for managing and revoking Contact access and for any actions taken by Contacts within their account.

1.11    "Pay-per-Use Fee" refers to a payment option which provides a Supplier, access to one (1) publicly bid solicitation or invitational bid by a Buying Organization. This includes the ability to register as a Plan Taker, Download Bid Documents, submit questions, receive electronic addendums and where electronic bidding is permitted by a Buying Organization, to submit a bid electronically. In the event that a Supplier selects Pay-per-Use Fee and the Supplier does not submit a Bid or withdraws their Bid or the Buying Organization cancels the solicitation, the Supplier is not eligible to receive a refund. The Pay-per-Use Fee is not required to create a user account or access Buyer-Covered Opportunities. The Pay-per-Use Fee option is not available for Suppliers who have an active Annual Subscription.

1.12    "Plan Taker" means a Supplier that has registered as a Plan Taker for a solicitation with a Buying Organization and who has paid either the Annual Subscription Fee or the Pay-per-Use Fee, in addition to any additional fee that may be charged by a Buying Organization.  As a condition of bids&tenders, each Supplier must first create a bids&tenders Supplier Account.

1.13    "Site" means the cloud-based Enterprise SaaS e-Procurement solution (an electronic bidding system) at www.bidsandtenders.ca.

1.14    "Supplier" refers to any individual or entity wishing to participate in the bidding process for contracts advertised on bids&tenders.  Also refers to an individual or entity that has paid either an Annual Subscription Fee or a Pay-per-Use Fee for the Service.

2.  Supplier Payments and Fees

2.1  Suppliers acknowledge and agree that, by using the Site or the Service, they are bound by and shall comply with the terms and conditions of the Payment Agreement appended hereto Schedule 1, which forms an integral part of this Agreement and governs payments of Annual Subscription Fees, Pay-per-Use Fees, and any other applicable charges to Provider.

2.2  In addition complying with this Agreement and the Payment Agreement appended here to as Schedule 1, Suppliers wishing to participate in a Bid Opportunity may be required by the applicable Buying Organization to meet additional qualification or eligibility criteria before being permitted to participate. Provider is not responsible for determining or verifying any such qualification requirements, and participation is subject to the sole discretion of the Buying Organization.

3. Information Collected by Provider

3.1  The information you submit during your participation in a Bid Opportunity (including any personal information, documents, and the personal data and documents of others) is subject to the privacy policies of both the applicable Buying Organization(s) and .  You consent to Provider’s collection, use, processing, disclosure, and storage of such information for the following purposes: (1) o fulfill your bids&tenders Supplier account registration request; (2) to contact you regarding your registration: to verify the information supplied by you; (3) to allow you to make changes to your information; (4) to confirm your registration; to grant you access to the Site and its content; (5) to inform you of changes to the Service; (6) to inform you of current and future Bid Opportunities, offers, news and events sponsored by Provider or procurement opportunities, events, conferences, trade shows, training, and procurement or contracting related news and updates from the Buying Organization; (7) to inform you of your renewal; to issue a payment receipt; (8) to issue an invoice; (9) to resolve disputes; to identify or troubleshoot problems; 10 to detect and protect the Site and Service, the Buying Organization, and its agents and affiliates, against error, fraud and other illegal activity; (11) to enforce this Agreement; for comparison and review to identify errors, omissions and accuracy; (12) and/or as otherwise described to the Supplier at the time of collection, use or disclosure.

Any communications under this Section may be made via email, mail, fax, telephone, or through the  Service interface.

3.2  You authorize Provider and the applicable Buying Organization to make certain information available to the public, other registered users, and authorized users of the bids&tenders Service. Such information may include, but is not limited to, your company name, contact person, address, and contact information, at any time and in any format for the purpose of meeting the requirements of the bids&tenders Service or Bid Opportunity.  The Supplier’s consent to this agreement and use of the Site is deemed the Supplier’s consent to the processing of all personal information and its use by Provider or Buying Organization, including, but not limited to:  the publication of Plan Taker information, the publications of Bidders information submitting bids, unofficial and official Bid amounts or evaluation scoring, and the selected Bidder(s) information for the purpose of providing notices and performing data analysis. Provider does not control how Buying Organizations use or disclose such information and shall not be liable for their actions or omissions. Each Supplier is responsible for ensuring that it has the necessary consents from its own employees, agents, and subcontractors for the disclosure of any personal information submitted through the Service.

3.3 Provider will collect, use, and disclose personal information in accordance with applicable privacy and data-protection laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and where applicable, the EU General Data Protection Regulation (GDPR) and similar provincial or state legislation. Provider acts as a service provider or data processor on behalf of the Buying Organization for Bid Opportunity data and as a controller or business with respect to its own Supplier Account data.

4. Supplier Responsibility for Account Information

4.1  The Supplier agrees that it is solely responsible for keeping its bids&tenders Supplier Account information complete, accurate and current, which includes but is not limited to company name, company contacts, email addresses, telephone or fax numbers, and street address.  Provider and any Buying Organization shall have no responsibility or liability for any loss, delay, missed notification, or other consequence arising from the Supplier’s failure to maintain accurate or current information in its account. Provider may, but is not obligated to, request periodic confirmation or updates of Supplier information and may suspend or restrict access to the Service if information provided is found to be false, incomplete, or misleading.

5. Basic Services Offered by Provider

Provider, through the bids&tenders Service, offers Suppliers the following basic services. The basic services described in this Section do not include the right to submit bids electronically or access full Bid Documents unless the Supplier has paid the applicable Fee under Schedule 1. The Provider may modify, enhance, or discontinue any basic feature at its discretion in accordance with Section 6.

5.1  Suppliers may create and maintain a single bids&tenders Supplier Account for use of the Service.  Only one account should be created for each Supplier.  Duplicate Supplier Accounts are not permitted.  If a Supplier forgets its password, click on "Forgot Password" in the Supplier Account login area.

5.2  Registered Suppliers may receive electronic bid advertisement notifications of public Bid Opportunities published by participating Buying Organizations that match the Commodity(ies) and Buying Organizations selected by the Supplier during registration for their Supplier Account.

5. The list of Buying Organizations available within the Service is updated periodically, and Suppliers may be automatically added to new Buying Organizations as they are onboarded.

5.4  . The Supplier is responsible for managing, revoking, and monitoring Contact access.

5.5  Suppliers may access a free preview (with watermark) of the solicitation Bid Documents.

6. bids&tenders System Maintenance and/or Modifications

6.1  Provider reserves the right, for any reason, in its sole discretion, to modify, update, enhance, suspend, or discontinue the Site or Service (in whole or in part), including any content, features, or hours of availability, with or without notice to Suppliers. Provider shall not be liable to any Supplier, in tort or in contract, for any modification, maintenance, suspension or discontinuance of the Service or any related functionality. Provider may impose limits on certain features of the Service or the Site or restrict your access to part or all of any Service or the Site without notice or liability.

6.2  Provider will use commercially reasonable efforts to maintain the availability of the Service but does not guarantee uninterrupted operation or error-free performance. The Service may be unavailable from time to time for scheduled maintenance, system updates, emergency repairs, or factors beyond the Provider’s reasonable control (including network or infrastructure failures of third parties).

6.3  To the maximum extent permitted by law, Provider shall not be liable for any loss of data, loss of profits, loss of business opportunities, or any special, incidental, or consequential damages arising out of or related to system errors, interruptions, or downtime of the Service, even if Provider has been advised of the possibility of such damages.

6.4  Provider does not assume any responsibility for reviewing or verifying the material, content and information on its Site and/or the Bid Opportunity or Bid Document information, or other information posted to the Site by Buying Organizations or other third parties and shall not be liable for any damages, losses, expenses or claims from any Supplier’s reliance on such information.

7. Supplier Obligations and Conduct

The Supplier represents, warrants, and agrees that it shall comply with all applicable laws and shall not, directly or indirectly:

7.1  engage in any unlawful, fraudulent, deceptive or anti-competitive conduct, or breach any applicable statute, regulation, or professional standard;

7.2  provide false, misleading, or inaccurate information, or misrepresent any personal or corporate information regarding your identity or intentions with respect to any matter;

7.3  directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code, algorithms, or underlying structure, ideas, relevant to bids&tenders;

7.4  upload, transmit, or otherwise make available any material that (a) contains viruses, malware, or other harmful code; (b) disrupts or damages the Service, any Buying Organization system, or any related network; or (c) infringes or misappropriates any intellectual property or proprietary rights of any person;

7.5 attempt to probe, scan, or test the vulnerability of any system or network related to the Service, or breach or circumvent any security or authentication measures;

7.6  violate copyright, trademark, or any other intellectual property rights of others;

7.7  share login credentials or permit unauthorized access to the Service, including by competitors or any person not authorized as a Contact under the Supplier Account;

7.8 use any automated tool, data-scraping technology, crawler, AI-based extraction tool, or other means to access, copy, or collect data from the Service, except as expressly authorized in writing by Provider;

7.9  reproduce, distribute, publish, communicate, or otherwise use any information obtained through the Service or the Site, for any commercial or public purpose, except as expressly authorized in writing by Provider or, if relevant, the Buying Organization.

7.10  misuse bids&tenders by interfering with its normal operations or attempting to access them using a method other than through the interfaces and instructions that bids&tenders provides;

7.11  engage in abusive or excessive usage of the bids&tenders Service, including, without limitation, usage that is materially in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the bids&tenders Service for other users, as determined by Provider in its reasonable discretion. Provider may temporarily suspend or throttle such use after providing reasonable notice;

7.12  use the Service in any manner that would subject Provider to compliance with industry-specific regulations to which the Provider is not already subject.

7.13. The Supplier is responsible for the actions of its Contacts and representatives, and any breach of this Section by a Contact shall be deemed a breach by the Supplier.

Provider reserves the right to review Supplier account activity to confirm compliance with Subscription Tier limits. Supplier agrees to cooperate with such reviews and to pay any applicable upgrade fees if usage exceeds the purchased Subscription Tier limits.

8. Bid Submission and Transmission Responsibility

8.1  The Supplier is solely responsible for ensuring that each bid submission, whether it be a paper based submission and/or an electronic bid submission (the allowable submission type(s) will be stated in the Buying Organization's Bid Documents), is completed and received no later than the closing time and date stated in the Buying Organization's Bid Documents.

8.2  Where electronic bid submissions are permitted by the Buying Organization, the official time of receipt shall be the time received by the bids&tenders electronic bidding system. The time of transmission by the Supplier does not constitute proof of receipt. Bid transmission may be delayed or disrupted due to factors including, without limitation, file size, internet connectivity, network congestion, or Supplier system configuration. A Bid Submission will only be considered to have been submitted once it has been received by the bids&tenders bidding system and a confirmation email from the bids&tenders bidding system is received by the Supplier, confirming receipt by their electronic bid submission, regardless of when the Bid was submitted by the Supplier.

8.3  For the above reasons, Provider recommends that Suppliers allow sufficient time to upload their electronic bid submission and attachment(s) (if applicable) and to resolve any issues that may arise. Suppliers are responsible for verifying successful submission prior to the closing deadline.  The closing time and date for electronic bids submissions shall be determined by the bids&tenders bidding system web clock.

9. Resolutions of Disputes between Suppliers and Buying Organizations

9.1  In the event of a disagreement between a Supplier and a Buying Organization arising from the use of the Service, the Supplier agrees to cooperate in good faith with Provider’s staff to assist in resolution.

9.2  Provider is not a party to, and shall have no responsibility or liability for, any dispute, claim, or controversy between a Supplier and a Buying Organization, including, without limitation, any matter relating to bid evaluation, award decisions, disqualification, contract performance, or payment between those parties.

9.3.  Provider may, at its discretion, facilitate communication between the parties solely for technical or operational clarification but is under no obligation to mediate, arbitrate, or resolve any dispute or claim on behalf of either party.

9.4.  The Supplier shall indemnify and hold harmless Provider from any claim, demand, loss, or expense (including reasonable legal fees) arising out of or related to any dispute between the Supplier and a Buying Organization.

10. Ownership and Use of Information

10.1  All information, data, and materials made available through the Service are owned either by the applicable Buying Organization (in the case of solicitation or bid-related information) or by Provider (in the case of software, platform content, documentation, or system data). Nothing in this Agreement transfers any ownership rights from the Buying Organization or Provider to the Supplier.

10.2. The Supplier may use information obtained through the Service solely for the purpose of evaluating or preparing a bid or response to a Bid Opportunity. The Supplier may share such information only with its employees, consultants, or subcontractors who need to know the information for that purpose, provided that those parties are bound by confidentiality obligations at least as strict as those in this Agreement.

10.3. The Supplier shall not use, copy, reproduce, store, distribute, publish, or disclose any information received through the Service for any other purpose, including resale, marketing, data aggregation, or competitive intelligence, without the prior written consent of the Provider or the applicable Buying Organization.

10.4  Provider may access, store, process, and use aggregated and de-identified data derived from the use of the Service to operate, maintain, improve, and secure the Service, and for analytics, benchmarking, and reporting.

11. Confidentiality and Security

11.1   The Supplier acknowledges that data transmission over the Internet cannot be guaranteed to be completely secure or error-free. Provider cannot ensure the privacy, security, or authenticity of any information transmitted electronically between the Supplier, the Provider, or any Buying Organization, and shall not be responsible for any loss or damage arising from such communications made at the Supplier’s request or on the Supplier’s behalf.

11.2  The Supplier shall maintain the confidentiality of its login credentials and shall not disclose or share them with any unauthorized person. The Supplier is solely responsible for all activity occurring under its credentials and agrees to implement reasonable administrative, physical, and technical safeguards to prevent unauthorized access or use. The Supplier shall notify Provider immediately of any suspected or actual unauthorized access, use, or disclosure of its credentials or account.

11.3  I/We agree that neither Provider nor any Buying Organizations are under any obligation to verify the identity or authority of any individual user or Supplier and/or password or any component thereof and have no liability for damages or harm we may incur from misuse, non-acceptance, delay or restriction in registration, receiving Information or Bid Documents submitting responses to a Bid Opportunity, nor for any unavailability, malfunction, cancellation or withdrawal of online bid submission access or any portion of such service or any device associated with it.

11.4  Links to other Web sites or references to products, services or publications provided by third parties do not constitute endorsement or approval by Provider or any Buying Organization of such websites, products, services, or publications. Provider is not responsible or liable for any content, representations, or availability of third-party websites and disclaims all related liability.

12.  Use of Internet and e-mail

12.1  The Supplier acknowledges and agrees that if it accesses the Service through the Internet, the Supplier is responsible for reading and complying with any notices, warnings, or disclaimers posted on the Site, within the Service or contained in linked Web sites.

12.2  The Supplier acknowledges and agrees that e-mail is not a guaranteed method of communication or delivery. Message delivery may be affected by spam filters, firewalls, or other technical factors beyond Provider’s control. Provider shall not be responsible or liable for any delay, non-delivery, or misdelivery of email once a message has left Provider’s email servers.

13. Changes to Service and Agreement

13.1  Provider may, from time to time and in its sole discretion, modify, update, enhance, or discontinue any aspect of the Service, including its features, functionality, content, user interface, or availability, with or without notice to Suppliers. Provider shall not be liable for any modification, suspension, or discontinuation of the Service or any portion thereof.

13.2.  Provider may amend the terms and conditions of this Agreement, including Schedule 1, by providing notice through the Service, by e-mail, or by posting the revised version on the Site. Unless otherwise stated, any such amendment shall take effect on the date specified in the notice or, if none is specified, upon posting. Continued use of the Service following such notice or posting constitutes the Supplier’s acceptance of the revised terms.

13.3  Facts and information provided by Provider, including the Service, are believed to be accurate at the time of publication on the Site. However, Provider does not warrant or guarantee that any such information will remain accurate, complete, or up to date. Provider may update, correct, or remove such materials at any time without prior notice.

13.4  To the maximum extent permitted by law, Provider shall not be liable for any direct, indirect, special, incidental, or consequential damages, losses, or claims arising out of or related to (a) any modification, suspension, or discontinuation of the Service, or (b) the use of or reliance on any information contained within the Service or on the Site, even if Provider has been advised of the possibility of such damages.

14. Termination

14.1  Provider may suspend or terminate this Agreement, or any access or use of the Service, at any time and for any reason, including but not limited to: (a) Supplier’s breach of this Agreement (including Schedule 1); (b) non-payment of any Fees when due; (c) misuse, fraudulent activity, or violation of applicable law; (d) Supplier uses additional accounts or Pay-Per-Use repeatedly or systematically to access Out-of-Scope Bid Opportunities instead of maintaining an appropriate Subscription Tier; or (e) as required by law, regulation, or governmental order. Provider shall use reasonable efforts to provide prior notice of termination when practicable, but may act immediately in circumstances involving breach, misuse, or security risk.

14.2  In the event of Termination of this Agreement, Provider will terminate your access to the Site which also includes, but is not limited to prohibiting a Supplier from further participation in a Bid Opportunity, despite the Supplier having already registered as a Plan Taker for such Bid Opportunity.

14.3  Upon termination, we acknowledge that our ability to register as a Plan Taker, download Bid Documents, receive Addendum notifications and/or submit bids to Buying Organizations will be terminated.

14.4  The following provisions shall survive termination: Sections 3, 10, 11, 14.4 ,15, and any other sections which by their nature should survive termination.

14.5 All Fees paid under this Agreement, including without limitation the Annual Subscription Fee and Pay-per-Use Fee, are non-refundable, except as required by applicable law or expressly stated otherwise in writing by Provider.

14.6  Without limiting its termination rights, Provider may suspend the Supplier’s access to the Service in whole or in part for non-payment, suspected fraud, violation of this Agreement, or to protect the integrity of the Service. Suspension shall not relieve the Supplier of its payment obligations

14.7  Provider may retain copies of Supplier data as required for legal, regulatory, or operational purposes in accordance with its data retention policy.

15. Warranty, Disclaimer, Limitation of Liability and Indemnity

15.1  THE SERVICE AND SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, OR NON-INFRINGEMENT. THE SUPPLIER ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE SERVICE.

15.2  PROVIDER’S OBLIGATIONS UNDER THIS AGREEMENT ARE OBLIGATIONS OF MEANS, NOT RESULTS. THE PROVIDER DOES NOT WARRANT OR GUARANTEE THAT (A) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) ANY DATA TRANSMITTED WILL BE SECURE OR FREE FROM UNAUTHORIZED ACCESS; OR (C) THE SUPPLIER WILL OBTAIN CONTRACTS, AWARDS, OR BUSINESS OPPORTUNITIES THROUGH USE OF THE SERVICE.

15.4  Provider does not control, verify, or endorse, and shall not be responsible for, the accuracy, completeness, or legality of any information, materials, or conduct of any Buying Organization, Supplier, or other third party using the Service.

15.5  Provider does not guarantee access to, truthfulness and completeness of, legal  compliance or respect of third party rights by, the contents of any web site to which any users may be referred to through links inserted on the Site or Service.

15.6  To the maximum extent permitted by applicable law, Provider’s total cumulative liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of Fees paid by the Supplier to the Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

15.7  In no event shall Provider be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, business, revenue, goodwill or data, even if the Provider has been advised of the possibility of such damages.

15.8.  The Supplier shall indemnify, defend, and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, agents, and subcontractors from and against all claims, demands, damages, losses, costs, liabilities, or expenses (including reasonable legal fees) arising out of or relating to: (a) the Supplier’s use or misuse of the Service; (b) any breach of this Agreement by the Supplier or its Contacts; or (c) any bid, submission, or other materials uploaded or transmitted by the Supplier through the Service.

15.9.  Under no circumstances shall Provider be jointly or severally liable with any Buying Organization, nor responsible for any procurement, contractual, or payment obligations owed by a Buying Organization to a Supplier.

16. Governing Law

16.1  If the Supplier resides in Canada, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of law rules or principles. If the Supplier resides in the United States, this Agreement shall be governed by and construed in accordance with the laws of the , without reference to its conflict of law rules or principles.

17. Assignment

17.1  Provider may assign or transfer this Agreement, in whole or in part, at any time and without the consent of the Supplier, including to any affiliate of Provider or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of assets.

17.2  The Supplier may not assign, transfer, or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Provider, and any attempted assignment without such consent shall be void.

17.3. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

18. Entire Agreement

18.1  This Agreement, together with any documents or policies expressly incorporated by reference (including Schedule 1), constitutes the entire agreement between the Supplier and Provider with respect to the Service and supersedes all prior or contemporaneous agreements, understandings, communications, or representations, whether written, oral, or electronic, relating to the same subject matter.

19. Use of Information

19.1  The information contained on the Site and pages within is not intended to constitute specific legal, procurement, accounting, financial, or tax advice for any individual and should not be relied upon in that regard.

20. Software Backup

20.1  While Provider uses commercially reasonable efforts to ensure that the Service and related software are compatible with standard computer systems and are free from known viruses or malicious code, the Supplier is solely responsible for: (a) implementing appropriate safeguards and security measures, including virus protection and system compatibility testing; (b) maintaining a complete and current backup of all information, files, and data contained within its Supplier Account or otherwise submitted through the Service; and (c) ensuring that its local systems and networks meet the minimum technical requirements for use of the Service.

20.2. Provider shall not be responsible or liable for the loss, corruption, or deletion of any Supplier data, profile information, or submission materials, or for any system incompatibility or failure on the Supplier’s part to maintain adequate backups.

21. Trademarks and Intellectual Property

21.1  Certain names, graphics, logos, icons, designs, words, titles, or phrases appearing within the Service or on the Site may constitute trade names, trademarks or service marks (collectively, “Trademarks”) owned by Provider, Buying Organizations or other third parties. Trademarks may be registered in Canada, the United States of America and or other jurisdictions as applicable. The display of Trademarks within the Service or on the Site does not imply that a license or right to use them of any kind has been granted. Except with the prior written consent of Provider or the applicable rights holder, the Supplier shall not copy, reproduce, distribute, modify, or otherwise use any Trademarks or related content. Any unauthorized use of Trademarks or other intellectual property displayed within the Service may constitute a violation of applicable intellectual property laws and may result in legal action.

22. Copyright

22.1  All content, software, text, graphics, images, documents, and other materials made available through the Service or on the Site are protected by copyright and other intellectual property laws. Provider (or, as applicable, the relevant Buying Organization or third party) retains all right, title, and interest in and to such content. Except as expressly permitted by this Agreement or by prior written consent of the Provider or the applicable rights holder, the Supplier shall not copy, reproduce, distribute, modify, display, transmit, or create derivative works from any such content, in whole or in part. Inquiries about permission should be directed to Provider at 1-800-594-4798.

23. Unlawful Activity

23.1  Provider reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. Provider may request the Supplier’s cooperation in any investigation and may suspend access pending such review.

24. Canada's Anti-Spam Legislation

24.1  As of July 1, 2014, Canada's Anti-Spam Legislation (“CASL”) requires that Provider obtain your express consent in order for us to send you commercial electronic messages (“CEMs”). By agreeing to this Agreement, you are providing express consent for Provider and the applicable Buying Organization to send you CEMs, including (but not limited to): notifications of new public Bid Opportunities that match the Commodity Category(ies) and Buying Organization(s) you have selected when registering your bids&tenders Supplier Account, Addendum notifications, Bid Documents, other notifications during the bidding process, and communications regarding procurement opportunities, events, conferences, trade shows, training, and procurement or contracting related news and updates from Provider or the Buying Organization, as well as informational, promotional, or marketing communications about bids&tenders, related services, enhancements, and offerings of Provider or its affiliates that may be of interest to you. You may withdraw your consent at any time by using the unsubscribe mechanism included in any CEM or by contacting Provider at support@bidsandtenders.ca. Upon receipt of your withdrawal of consent, Provider will promptly update its records in accordance with CASL requirements.

25. Global Failure or Force Majeure

25.1  In the event of a system-wide outage or “Global Failure” of the Service or its underlying infrastructure, including but not limited to "Force Majeure", the policy and procedures of the applicable Buying Organization shall govern the reinstatement, extension, or cancellation of the affected Bid Opportunity, and the Supplier agrees to comply with such policies.

25.2  Provider and any Buying Organization shall have no responsibility or liability for any delay, failure, interruption, suspension, or malfunction in access to or use of the Service, or for any indirect, incidental, or consequential damages (including loss of business opportunity, revenue, data, or reputation) arising therefrom, whether or not caused by: (a) events of “Force Majeure”, which includes power or network outages, third-party service failures, labour disputes, pandemics or epidemics, acts of war, terrorism, government action, natural disasters, or other causes beyond Provider’s reasonable control; (b) incorrect or incompatible use of the Service by the Supplier; (c) faults or failures in the Supplier’s connectivity, equipment, or software; or (d) technical failure or breakdown of Provider’s or its subcontractors’ systems or hosting environment.

25.3 Provider shall use commercially reasonable efforts to restore Service functionality as soon as practicable following any such outage or failure, but makes no warranty as to the timing of restoration.

26. No Conflicts

26.1  Supplier acknowledges that Provider or any of its affiliates, subsidiaries, or related entities (each, a "Related Entity") may, from time to time, submit bids, proposals, or quotations in response to Bid Opportunities issued through the bids&tenders procurement solution. Nothing in this Agreement creates or shall be deemed to create a conflict of interest or prevent the Provider or any Related Entity from doing so.

26.2  Provider represents and warrants that the Services have not been designed or engineered in a manner so as to, nor will it operate to, provide Provider or any Related Entity with any competitive advantage in responding to a Bid Opportunity.  Information within bids&tenders is only to Provider’s authorized employees and solely for purposes of operating the Service.

26.3  Provider further acknowledges that operation of the Service does not grant Provider or any Related Entity any preference or favour in the evaluation of Bid Opportunities and does not obligate any Buying Organization to purchase products or services from Provider or its Related Entities.

27.  Support or How to contact Us

27.1  Should you have any questions or concerns about these Terms of Service, please contact Provider as detailed below.

27.2  Provider will provide Supplier support services. Supplier acknowledges that Provider’s support hours, contact methods, and service availability are described on the bids&tenders website. Provider may update these details from time to time. Current information about how to access support and the hours during which support is provided can be found at: https://www.bidsandtenders.com/suppliers-support/

28. Notifications

28.1  All communications pertinent to this Agreement shall be submitted via email to the main contact or contacts, the Supplier supplied during their Account registration process.

29. Fees & Fees Adjustments

29.1  bids&tenders Supplier Account registration is provided free of charge. Many, but not all, bidding opportunities on the platform require either an active subscription or a single payment of fees, as defined in SCHEDULE 1 - bids&tenders Payment Agreement. By accessing or using the Service to participate in such Bid Opportunities, the Supplier agrees to comply with all applicable payment requirements. Failure to make timely payment of the necessary fees may result in the suspension or termination of the Supplier’s access to the Service for affected Bid Opportunities, in accordance with Section 14. 

29.2  Provider (and, where applicable, the relevant Buying Organization) reserves the right to adjust the Annual Subscription Fee or Pay-per-Use Fee from time to time to reflect changes in market conditions, operating costs, or other commercial factors. Provider will provide at least sixty (60) days’ prior notice of any subscription-fee adjustment by e-mail or through the Service. Unless otherwise stated in such notice, fee changes will become effective on the specified effective date. By continuing to use or access the Service after the effective date of any fee adjustment, the Supplier is deemed to have accepted the revised Fees.

29.3 Provider may revise Tier structures, Agency Caps, or geographic coverage definitions from time to time to reflect changes in product design or market conditions. Any material change will be communicated to Supplier at least sixty (60) days in advance of such change.

29.4. All Fees are exclusive of applicable sales, use, or similar taxes, which shall be the responsibility of the Supplier and will be charged by Provider as required by law.

SCHEDULE 1 - bids&tenders Payment Agreement

This Payment Agreement forms part of and is incorporated into the bids&tenders Supplier Terms of Service and Subscription Agreement (the “Agreement”). Capitalized terms not defined in this Schedule have the meanings set forth in the Agreement.

1. Services without charge

Suppliers may register a Supplier Account, access the Site, and access Buyer-Covered Opportunities. Access to other opportunities or bid-related functionality may require payment of applicable Fees as described below.

2. Fee services offered by Provider

Other than those services set forth in section 1 above, Suppliers shall not be eligible to participate in a public or invitational bid which includes; the ability to register as a Plan Taker, the ability to download original (not watermarked) Bid Documents, receive and download electronic addendum notifications, submit questions to the Buying Organization about the solicitation and where permitted by Buying Organizations, to submit and/or withdraw bids electronically, unless and until the Supplier purchases one of the following bids&tenders fee Options:

The following are the additional Fee Options assessed by Provider, as a Supplier, I understand and agree that I am paying for:

Option 1:  An "Annual Subscription Fee" provides a Supplier with access to bid opportunities and related functionality within the Service, based on the Subscription Tier selected at the time of purchase. Access includes the ability to view Bid Opportunities, register as a Plan Taker, download Bid Documents, submit questions, receive electronic addendums, and submit bids electronically (where permitted by the Buying Organization).

The Annual Subscription Fee amount and tier access details will be described within the Site prior to payment.

Subscription does not automatically renew. In the event a Supplier does not renew their subscription before expiry, the Supplier acknowledges and understands that they will no longer be permitted to participate in solicitations, even if previously registered as a Plan Taker.

Suppliers acknowledge that each Subscription Tier is limited to an Agency Cap, as described within the Site at the time of purchase, and that the Subscription Scope is determined by the Buying Organizations selected under the applicable Subscription Tier at the time of purchase.

• I/We agree to register with the bids&tenders Service® and acknowledge that payment of the Annual Subscription Fee, is made in advance annually.
• I/We agree to pay any additional fees charged by Buying Organizations, where applicable, which may be in addition to this fee.
• I/We acknowledge and agree that Provider may suspend or terminate our access to the Service for non-payment or for repeated or ongoing Out-of-Scope bidding. Such suspension may include, but is not limited to, the inability to register as a Plan Taker, download Bid Documents, receive Addendum(s), or submit a Bid (including electronic submission where permitted), regardless of prior registration to a solicitation.
• I/We agree all fees paid are final. Provider is not obligated to refund or exchange fees paid.

Option 2:  A Pay-per-Use Fee which provides a Supplier the access/use to a single Bid Opportunity, Bid Documents, and ability to submit a bid to that single Bid Opportunity (electronic bid submission are only allowed, where permitted by the Buying Organization).  This option would be used if a Supplier only wanted to bid once per year.

• I/We agree that payment of the Pay-per-Use Fee is payment made to participate in a single Bid Opportunity of a Buying Organization, which may include, register as a Plan Taker, the ability to download the original (not watermarked) Bid Document and to submit a bid to that one Organization (electronic bid submissions are only permitted where allowed by the Organization).
• I/We agree to pay any additional fees charged by Buying Organizations, where applicable, which may be in addition to this fee. I/We agree all fees paid are final. Provider is not obligated to refund or exchange fees paid which includes but is not limited to the following circumstances; the Supplier does not submit a bid or withdraws their bid or the Buying Organization cancels the solicitation, the Supplier is not eligible to receive a refund.
• The amount of the fee will be described within the Site prior to payment. 

2. Method of Payment for above fees:

 

(b)  Upon ordering such services as stated above, you authorize Provider to charge your valid American Express, MasterCard or VISA credit card for all charges when due.

(c)  All Annual Subscription Fee and Pay-per-Use Fee payments due under this Agreement will be paid in my local currency.

3. Buying Organization(s) Fees:

As a Supplier, I understand and agree that additional Document Fees may be assessed by a Buying Organization(s), where applicable, which are in addition, to the above by bids&tenders fee(s),  I/We understand and agree that some  Buying Organizations, may require payment of this Document fee directly to the applicable Buying Organization to register as a Plan Taker and/or to obtain the Bid document and/or submit a bid to that Buying Organization (electronic bid submission are only allowed, where permitted by the Buying Organization).