Terms of Service

The contract between Bidwhistle OÜ and its customers for the use of Bidwhistle.

Bidwhistle OÜ · Registry code 17567745 · Sepapaja tn 6, 15551 Tallinn, Estonia
Version 1.0 · Effective 2 September 2026

In short. Bidwhistle helps you find and track public tender opportunities. These Terms explain what we provide, what we ask of you, and what we do and do not promise. This summary is a signpost only; the numbered clauses below are what binds us.

1. About these terms

1.1 Who we are

We are Bidwhistle OÜ, a private limited company (osaühing) registered in the Estonian commercial register under registry code 17567745, registered office Sepapaja tn 6, Lasnamäe linnaosa, Tallinn 15551, Harju maakond, Estonia. We operate Bidwhistle at https://www.bidwhistle.com. “We”, “us” and “our” mean Bidwhistle OÜ. “You” and “your” mean the organisation or individual that subscribes.

That registered office is a service address provided by the company administration provider we use. It is not premises we occupy, and calling in person will not reach us. Use the contact addresses in clause 27 instead.

1.2 What these Terms cover

These Terms govern your access to and use of the Service, whether you pay for it or use it on a free trial.

1.3 The documents that make up the Agreement

Our Privacy Notice (https://www.bidwhistle.com/legal/privacy) and Cookie Notice (https://www.bidwhistle.com/legal/cookies) explain how we handle Personal Data. They are information notices, not contract terms; the Data Processing Agreement is the contract term. Clause 24.8 says which document wins if they conflict.

1.4 Accepting the Agreement

You accept the Agreement when you click to accept it, create an account, start a free trial or use the Service. If you accept on behalf of an organisation, you confirm you have authority to bind it. If you do not accept, do not use the Service.

1.5 Versions

The current version is always at https://www.bidwhistle.com/legal/terms, with its version number and effective date at the top. We keep an archive and will send you any earlier version on request to legal@bidwhistle.com.

1.6 Changes to these Terms

1.6.1 Material changes. If a change would, on balance, disadvantage you in a way that matters, we will give you at least 30 days’ notice by email to your account’s administrative contact and in the Service before it takes effect.

1.6.2 Your right to terminate. If you do not accept a material change, you may terminate before it takes effect, in your account or by emailing support@bidwhistle.com. We will refund the pro-rata portion of prepaid Fees for the rest of the Subscription Period.

1.6.3 Other changes. Corrections, clarifications and new optional features may take effect when published. Where the law requires different notice, we follow the law.

1.6.4 Continued use. Using the Service after a change takes effect means you accept it.

1.6.5 No retrospective effect. A dispute arising before a change is governed by the version then in force.

2. Who may use the Service

2.1 Business use

The Service is designed and offered for use by businesses and other organisations. It is not designed for personal, family or household use.

2.2 Your confirmation

By subscribing, you confirm that you are subscribing for purposes related to your trade, business, craft or profession.

2.3 If you are nonetheless a consumer

Some subscribers — a sole trader buying outside their trade, for example — may still be consumers in law. If you are:

• nothing in the Agreement removes or limits your statutory rights, and any term that conflicts with a mandatory consumer right does not apply to you to that extent, while the rest of the Agreement stands;
• your 14-day right of withdrawal applies (clause 12.3); and
• clause 23.4 preserves the mandatory law of your country of residence and your right to sue in your local courts.

We do not ask you to waive statutory rights.

2.4 Age

You and every Authorised User must be at least 18 (or the age of majority where you live, if higher).

2.5 Sanctions and trade controls

You confirm that you and your Authorised Users are not located in, resident in or organised under the laws of a country subject to comprehensive EU, UK, UN or US trade sanctions; are not on, or owned or controlled by anyone on, an applicable restricted-party list; and will not use or make available the Service in breach of sanctions, export control or trade control law. Tell us at legal@bidwhistle.com if this stops being true. We may suspend or terminate under clause 20 if we reasonably believe continuing would breach those laws.

2.6 Where we offer the Service

We may not offer the Service, or every feature, in every country. You are responsible for complying with the law that applies to you.

3. The Service

3.1 What we provide

The Service is a public procurement intelligence platform. Depending on your plan it may include: collection of tender notices, contract award notices, buyer information and related procurement information from official public sources, which we structure and enrich; search, filtering, saved searches and tracking; email and in-app alerts; “fit” scoring, summaries and other AI-generated content; company and buyer profiles; Olivia, our AI assistant with a synthetic voice and animated avatar; the Response Workspace, where you can upload a tender pack and have it read, have answers drafted, have a requirement explained and have a draft bid reviewed (clause 7.12); and the Bidwhistle website, applications, any APIs and support.

3.2 Plans and limits

Your plan, Fees, seats and usage limits are set out in your Order and on our pricing page: [PLAN NAMES, SEATS, USAGE LIMITS AND FEES — to be inserted from the published pricing page]. Limits may cover seats, saved searches, alerts, AI usage, exports and API calls.

3.3 Your right to use the Service

For the Subscription Period, and while you comply with the Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your own internal business purposes. We and our licensors keep all intellectual property rights in the Service; nothing transfers them to you.

3.4 Changes and improvements

We develop the Service continuously and may add, change or remove features.

3.5 Non-degradation

We will not materially reduce the overall functionality of the plan you have paid for during your current Subscription Period. If we do, you may terminate within 30 days of the reduction and we will refund the pro-rata portion of prepaid Fees. This does not apply where the reduction is required by law, is needed to protect the security of the Service, or follows a third-party provider withdrawing a component — in that last case we will use reasonable efforts to provide an equivalent.

3.6 Beta features

Features labelled beta, preview or early access (Beta Features) are optional, provided “as is”, may change or be withdrawn at any time, are excluded from the Service Level Agreement and from clause 3.5, and are free unless we say otherwise beforehand. Non-public information about them is our Confidential Information.

3.7 Maintenance

We will give notice of planned maintenance where practicable and try to schedule it outside UK business hours. The Service Level Agreement explains how maintenance is treated in uptime measurement.

4. Accounts and Authorised Users

4.1 Registration and accuracy

You must give us accurate, current and complete information when you register, and keep it up to date — including billing and notice email addresses.

4.2 Credentials

Credentials are personal to each Authorised User. You and your Authorised Users must keep them confidential and not share them with anyone; use multi-factor authentication where we offer it; and tell us at security@bidwhistle.com as soon as you suspect credentials have been lost, stolen or misused, or that your account has been accessed without authority.

4.3 Seats

Each seat is for one named individual and may not be shared or used concurrently. You may reassign a seat when someone leaves, but not rotate one seat between people to avoid buying more.

4.4 Authorised Users

You may allow your employees and contractors to use the Service within your seat allowance. You must ensure they know and comply with the Agreement, and you are responsible for their acts and omissions as if they were your own.

4.5 Administrators

Anyone with administrator rights can act for you — adding or removing Authorised Users, changing your plan, exporting data and terminating the Agreement. Choose them carefully.

4.6 Account security

You are responsible for activity under your account and credentials, except to the extent it is caused by our breach of the Agreement or of clause 14.5.

5. Acceptable use

5.1 The Acceptable Use Policy

Our Acceptable Use Policy (https://www.bidwhistle.com/legal/acceptable-use) forms part of the Agreement and applies to you and your Authorised Users. It expands on this section. Material changes to it are notified under clause 1.6.

5.2 Core restrictions

You must not, and must not allow anyone else to:

• use the Service other than for your own internal business purposes — it is licensed to you, not to your clients or the wider market;
• share login credentials, or let anyone without a seat use the Service;
• scrape, crawl, harvest or bulk-extract the Service, by automated or non-automated means (including manual bulk copying), except through an API we provide and within its documented limits;
• resell, republish, sub-licence or commercially redistribute Procurement Data or Outputs as a data product, feed, alerting service or other competing or substitute service;
• build a competing database, product or service using the Service, Procurement Data or Outputs;
• copy, modify, decompile, disassemble or reverse engineer the Service or derive its source code — except to the extent that this restriction is prohibited by applicable law, including interoperability rights under Directive 2009/24/EC and its national implementations, in which case please ask us first whether we can simply give you the information you need;
• publish benchmarking or comparison results about the Service without our prior written consent, which we will not unreasonably withhold where the testing is fair and the results accurate;
• attempt prompt injection, jailbreaking, model extraction or model distillation, or otherwise try to make AI Features act outside their intended purpose, reveal their instructions or produce training data for another model;
• circumvent usage limits, seat limits, rate limits, access controls or billing, including by using multiple accounts or trials;
• interfere with or disrupt the Service, or try to access it, or another customer’s data, without authority; or
• use the Service to break the law, infringe anyone’s rights, or send unlawful marketing.

5.3 Fair use and rate limits

Search, alerts, exports, AI Features and any API are subject to fair use and technical rate limits, which we publish in the Service or its documentation. We may adjust them, and will give reasonable notice before reducing a published limit in a way that materially affects you.

5.4 If you exceed a limit

We will normally act in this order: throttle the excess requests; notify you and ask you to come back within the limit; offer an overage charge or a plan that fits (we will never charge overage without telling you the rate first); and, if the problem continues, suspend the affected feature or account under clause 20. We may move straight to suspension where clause 20.2 applies.

5.5 Reporting misuse

Report misuse of the Service to abuse@bidwhistle.com.

6. Customer Data

6.1 Your data stays yours

As between you and us, you own all Customer Data and the intellectual property rights in it — your searches, filters, notes, tags, tracked tenders, profile information, documents and Inputs.

6.2 The licence you give us

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, analyse and otherwise process Customer Data solely to provide the Service to you — which includes operating, securing, backing up, troubleshooting and supporting it, and meeting our legal obligations. That is the whole of the licence. It ends with the Agreement, except during the retrieval and deletion periods in clause 20.9.

6.3 Your responsibility

You confirm you have the right to give us Customer Data, that it does not infringe anyone’s rights or break the law, and that where it contains Personal Data you have the lawful basis and have given the notices needed for us to process it as described in the Data Processing Agreement. Clause 7.14 adds specific obligations for documents you upload to the Response Workspace, because those documents commonly contain other people’s Personal Data.

6.4 Usage Data

We are the Controller of Usage Data — log data, device and browser information, feature usage, timings, error rates and diagnostics. We use it to operate, secure, troubleshoot, measure and improve the Service, and to prevent abuse. We do not publish it in a form that identifies you.

6.5 Aggregated and de-identified insights

We may create and use aggregated and de-identified insights and benchmarks derived from Usage Data and Customer Data, provided they do not identify you, any Authorised User or any other individual. We covenant not to attempt to re-identify that information, not to attribute it to any identifiable customer, Authorised User or individual, and not to present it in a way that lets anyone else do so.

6.6 Feedback

You do not have to give us Feedback. If you do, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose, with no obligation to you. We will not name you as its source publicly without your consent. Please do not include Confidential Information or Personal Data in Feedback.

7. AI Features, Olivia and the Response Workspace

7.1 What AI Features do

AI Features use generative AI and machine learning to summarise notices, score how well an opportunity fits your business, extract key facts, draft text, answer questions about information in the Service, help you write a bid in the Response Workspace (clause 7.12) and — through Olivia — talk with you using a synthetic voice and animated avatar.

7.2 You are dealing with an AI system

We tell you clearly at the start of every interaction, and whenever Olivia begins a conversation, that you are interacting with an AI system and not a person. AI-generated content is labelled as such, and we will mark synthetic audio and AI-generated text in a machine-readable format so it can be detected as artificially generated, as required by Article 50 of Regulation (EU) 2024/1689 (the EU AI Act). [CONFIRM — machine-readable marking of synthetic audio and AI-generated text to be implemented and evidenced before publication]

7.3 Training AI models on your data

• We do not use Customer Data, Inputs or Outputs to train AI models. We do not train models ourselves, and we do not sell or share your data for anyone else to train on.
• Our AI providers are a separate question, and we would rather be precise about it than reassuring. Anam, which provides Olivia’s voice, avatar and speech-to-text, has confirmed that it does not use conversations for model training. The Google model that Olivia reasons on is reached through Anam and runs under Google’s standard terms, which do not give us a specific no-training commitment. Anthropic, which provides the model behind the Response Workspace, and Voyage AI, which provides the embeddings behind our knowledge search, have not yet confirmed their training position to us in writing. We have asked. [CONFIRM — written confirmation of training, retention and processing location to be obtained from Google (through Anam), Anthropic and Voyage AI]
• Our AI Use Disclosure (https://www.bidwhistle.com/legal/ai) sets out each provider’s position provider by provider, and our sub-processor list at https://www.bidwhistle.com/legal/sub-processors names each AI and inference provider, how long it retains data, and its model-training position. We will update both, and tell customers, as soon as we have an answer.

7.4 Inputs and Outputs

Inputs are Customer Data. To the extent Outputs can be owned and we hold rights in them, we assign those rights to you when they are generated for you, so you may use them for your internal business purposes. Outputs that reproduce or derive from Procurement Data remain subject to clause 8 and to the source licences.

7.5 What Outputs are not

• Outputs may be inaccurate. AI Features can produce content that is wrong, incomplete, out of context or invented — fluently and confidently.
• Outputs may not be unique. Similar Inputs produce similar Outputs, and other customers may receive the same or similar ones. We grant no exclusivity in any Output and do not warrant that it is original or does not resemble anyone else’s material.
• Outputs may not reflect recent changes. Models and indexes have cut-off points, and a notice may be amended, extended, corrected or withdrawn after we ingest it.

7.6 Human review

AI Features are decision support, not decision making. Review Outputs, and check them against the original notice under clause 8.6, before you rely on them — always before you bid, make a bid or no-bid decision, commit resources, or send anything to a buyer.

7.7 No professional advice, no guaranteed outcome

The Service and its Outputs are not legal, procurement, bid-writing, tax, financial or eligibility advice, and are not a substitute for professional advice or for reading the original notice. Nothing in the Service is a guarantee or prediction of any bid outcome, shortlisting, award or eligibility.

7.8 If you pass Outputs on

If you make Outputs available outside your organisation, you must:

• tell the people who receive them, clearly and in good time, that the content was generated or assisted by an AI system;
• keep any AI labelling and machine-readable marking intact — do not remove, alter, obscure or defeat it; and
• where you publish Output as text to inform the public on matters of public interest, disclose that it has been artificially generated or manipulated, unless it has undergone human review or editorial control and a natural or legal person holds editorial responsibility for it.

These reflect Article 50 of the EU AI Act. Any obligations you have as a deployer of an AI system in your own right are yours, not ours.

7.9 Olivia: synthetic voice, recording and where the conversation is processed

• Olivia’s voice is synthetic. It is not a recording of a real person and not a clone of one. We do not clone any identifiable person’s voice without their explicit consent.
• We do not create or store voice embeddings or other derived biometric voice data.
• Your conversation with Olivia may be processed outside the EU. Olivia’s voice, avatar and speech-to-text are provided by Anam, and the reasoning model behind her is reached through Anam. Where a session is processed is decided by that provider and may be the United States. Anam offers an EU-only region and a zero-retention option, but neither is available on the plan we currently hold — they are account entitlements, not settings we can switch on. We are working to move to a plan that lets us pin the processing region to the EU and switch retention off. [CONFIRM — commercial discussion with the voice provider about region selection and zero data retention]
• Sessions with Olivia are recorded by that provider. Anam keeps the session recording — your audio and the avatar video — and the transcript for 30 days, and then deletes them automatically. They are not used to train models. Because a session is recorded, you must tell anyone else who can be heard during it and obtain any consent your local law requires. We will tell you that the session is recorded before it starts. [CONFIRM — recording notice and on-screen recording indicator for Olivia sessions to be implemented and evidenced before launch]
• Our Privacy Notice (https://www.bidwhistle.com/legal/privacy) explains this in detail, and it and the Data Retention Policy (ask at privacy@bidwhistle.com for a copy) hold the retention periods for Olivia audio, transcripts and conversation logs. Our AI Use Disclosure (https://www.bidwhistle.com/legal/ai) explains how AI Features work and where their limits are.

7.10 Prohibited uses of AI Features

Clause 5.2(h) and the Acceptable Use Policy apply in full. You must also not use AI Features or Outputs to make automated decisions producing legal or similarly significant effects on an individual without meaningful human review; to generate unlawful, defamatory, discriminatory or deceptive content, or content impersonating a real person or organisation; to present Output as human-generated where the law requires disclosure; or to extract, reconstruct or replicate the underlying models, prompts or weights.

7.11 Availability

AI Features depend on third-party model, speech and real-time media providers. That is why the Service Level Agreement sets a lower uptime target for them (clause 15.2), and why they may be slower, degraded or unavailable at times.

7.12 The Response Workspace: what it does

The Response Workspace is the part of the Service where you write a bid. In it you can upload a tender pack and ask us to read it, draft answers to the questions in it, explain a requirement, and review a draft bid. Everything it produces is an Output: clauses 7.4 to 7.10 apply to it in full, including clause 7.6 (human review) and clause 7.7 (no professional advice and no guaranteed outcome). Nothing the Response Workspace produces is ready to submit without you reading and rewriting it.

7.13 What happens to a document you upload

• A document you upload to the Response Workspace is passed to Anthropic, the provider of the model behind the workspace, together with the bid text you write and your company name, so that the model can do what you have asked. Clause 7.3 explains what we know and do not know about that provider’s training position.
• We do not store the document you upload. It is passed through to the model and discarded. We keep only a usage record — how much was processed and a reference to the request — with none of its content.
• The bid text you write is saved in your account, because that is the point of the workspace. It is Customer Data, and clause 6 and the Data Processing Agreement apply to it. What is kept, and for how long, is in the Privacy Notice and the Data Retention Policy (ask at privacy@bidwhistle.com for a copy).
• Where our providers process data and what they retain is on our sub-processor list at https://www.bidwhistle.com/legal/sub-processors, and clause 14.8 explains the transfer mechanisms we rely on.

7.14 Your obligations when you upload a document

Before you upload a document to the Response Workspace, you must:

• have a lawful basis under Data Protection Law for the Personal Data it contains, and have given any notices and made any assessments that basis requires;
• remove or redact any Personal Data we do not need in order to do what you are asking us to do;
• not upload special category data — Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, genetic or biometric data, data concerning health, sex life or sexual orientation, or data about criminal convictions and offences; and
• be satisfied that the upload is otherwise lawful.

Please read this part carefully. A tender pack routinely contains Personal Data about people who work for neither of us. The clearest example is a TUPE schedule: a list of the incumbent supplier’s employees, by name, with their job titles, salaries and length of service. Those people are not our customers and have no relationship with us. Uploading a pack that contains their details is a disclosure of their Personal Data — to us, and through us to our model provider — and most people do not think of an upload that way. You are the Controller of what you upload (clause 14.2), and it is your responsibility to make that disclosure lawfully.

We help you with this in three ways. Before you upload, a notice explains that packs for staffed contracts usually include a schedule of the people currently doing the work — names, pay and start dates — and that we leave those files out. After you upload, you see a list of every file in the pack; only the files you leave ticked are read, and anything unticked is not sent to our model provider at all. And files whose names indicate a staff record are listed unticked by default, so they stay out unless you deliberately tick them.

Three limits, stated plainly. First, the default is not a block — you can overrule it, and a staff record you tick is sent. Second, the check reads file names, not file contents. A staff schedule whose file name does not say so — “Appendix 7”, “Schedule 4”, “Annex C” — is not recognised, and will be ticked like any other file. Third, it works on whole files, so a schedule carried inside a larger invitation to tender travels with that document if you tick it.

Between them, those limits mean the control reduces the chance of an accidental disclosure but does not prevent one. Your own review of the pack before you upload it remains the real safeguard, the obligation in this clause stays yours, and clause 18.7(e) backs it with your indemnity.

8. Procurement Data and public sources

8.1 What it is

Procurement Data is the tender notices, contract award notices, buyer information and related procurement information we collect from public sources, together with the structure, enrichment, categorisation, matching and metadata we add.

8.2 It is not Customer Data

Procurement Data is not Customer Data. You do not own it; your right to use it comes only from the Agreement and the source licences. We are the Controller of any Personal Data within it (clause 14.2).

8.3 Where it comes from

8.4 Attribution and non-endorsement

• UK Procurement Data contains public sector information licensed under the Open Government Licence v3.0, © Crown copyright.
• EU Procurement Data is © European Union, 1998–2026, reused under Commission Decision 2011/833/EU.
• Notices on the UK Find a Tender Service may carry a nested European Union credit; where they do, (b) applies to that content too.
• Our reuse does not imply endorsement by the Publications Office of the European Union, the European Commission or any UK or other public body. We do not use their logos, emblems or trade marks.
• If you reproduce Procurement Data as clause 8.7 allows, keep these attributions with it.

8.5 Accuracy — please read this carefully

• The Service is provided “as is” and we do not warrant that it will be uninterrupted, timely, secure or error-free.
• Procurement Data comes from public sources we do not control. It may be incomplete, delayed, wrong, withdrawn or superseded. Only the notice published by the contracting authority — or, for the EU, the electronically signed notice in the Supplement to the Official Journal of the European Union — is authoritative. You must verify every material fact against the original before acting.
• We do not give refunds or credits for claimed inaccuracies in Procurement Data.

8.6 Verify against the original

We link to the original notice wherever we can. Check deadlines, values, CPV codes, lots, eligibility criteria, contacts and award decisions against it before you rely on them. Deadlines are your responsibility: alerts are a convenience, not a diary system, and we do not guarantee that an alert will reach you, or reach you in time.

8.7 What you may do with it

Within your plan’s limits, and for your own internal business purposes, you may search, view, save, annotate and export Procurement Data, and include reasonable extracts in your own bids, internal reports and presentations, keeping the attributions in clause 8.4.

8.8 What you may not do

Anything in clause 5.2. In particular, you may not bulk-export, redistribute, sell or publish Procurement Data as a feed or dataset, use it to build or improve a competing database or product, or strip its attributions.

8.9 Corrections and removals

If a public body, a data subject or a source asks us to correct, suppress or remove information, or a notice is withdrawn, we may change or remove the corresponding Procurement Data without notice. The Privacy Notice explains how individuals named in public procurement notices can object under Article 21 GDPR, and how we suppress rather than merely delete a record so it is not re-ingested.

9. Third-party services and sub-processors

9.1 Integrations you choose

If you connect a third-party service, you authorise us to exchange the data needed to make it work. Your use of that service is governed by its provider’s terms, not the Agreement. We are not responsible for third-party services, their availability, their security or what they do with data you send them, and we may stop supporting an integration at any time.

9.2 Third-party components and links

The Service runs on third-party infrastructure and includes third-party components; where a component’s licence requires particular terms to be passed through, those terms apply to it. We do not control the external websites we link to, including source procurement portals, and are not responsible for them.

9.3 Sub-processors

Our current list is at https://www.bidwhistle.com/legal/sub-processors, where you can subscribe to email notifications of changes.

• We give at least 30 days’ notice before a new sub-processor starts processing Personal Data.
• You may object within 30 days of that notice on reasonable data protection grounds, by emailing privacy@bidwhistle.com with your grounds.
• If you do not object within 30 days, you are treated as having accepted the change.
• If you object, we will work with you in good faith on a solution — a different configuration, a different sub-processor, or the affected feature turned off. If we cannot resolve a reasonable objection within a reasonable time, you may terminate the affected part of the Service (or the Agreement, if that part is essential to it) and we will refund the pro-rata portion of prepaid Fees.
• We remain responsible to you for our sub-processors’ performance of their data protection obligations, as set out in the Data Processing Agreement.

10. Fees, billing and taxes

10.1 Fees

You pay the Fees for the plan in your Order, for the whole Subscription Period, whether or not you use the Service.

10.2 Payment in advance, by card

Fees are payable in advance for each Subscription Period. Unless we agree otherwise in writing, you pay by debit or credit card through our payment provider, Stripe. We never hold your full card details; Stripe does. Keep a valid payment method on file while your subscription is active.

10.3 Your authorisation for automatically recurring payments

By subscribing, you authorise us and our payment provider to charge your saved payment method automatically, on a recurring basis, at the start of each Subscription Period, for the Fees then applying to your plan.

• The charge is taken on the renewal date of each Subscription Period.
• The amount is your plan Fee, plus any seats, add-ons or overage you have agreed, plus tax. If it is going to change, clause 10.5 and clause 11.3 apply first.
• You can cancel this authorisation at any time by cancelling in your account or emailing support@bidwhistle.com. Cancelling stops future charges; it does not refund the current period except under section 12.
• The authorisation is limited to the amounts described above. It is not an open-ended authority to take variable sums from your card.

10.4 Failed payments

If a payment fails we will tell you and may retry. If Fees are still unpaid 14 days after the due date we may suspend your access under clause 20, having given you notice first. We may charge statutory interest where the law allows, but no administration or late-payment fees beyond that.

10.5 Price changes

We may change our prices on at least 30 days’ notice by email. A change takes effect only at the start of your next Subscription Period. If you do not want to pay the new price, cancel before that renewal under clause 11.4; the old price applies until then.

10.6 Taxes

Fees exclude VAT and other applicable taxes, which we add where required.

• We are established in Estonia. Where Estonian VAT applies we charge it at the applicable rate. Our VAT number, once registered, is [VAT NUMBER — to be inserted if and when registered].
• If you are a business in another EU member state and give us a valid VAT identification number, the reverse charge normally applies and you account for VAT in your own country.
• If you are established outside the EU we generally do not charge EU VAT; any tax due in your country is your responsibility.
• Give us accurate tax information and tell us if it changes. If wrong information means we have to pay tax, you must reimburse us.
• Pay without deduction or withholding unless the law requires it; if it does, gross up so we receive what we would have received.

10.7 Invoices and billing queries

Invoices and receipts are in your account. For changes — purchase order number, billing entity, VAT number — email billing@bidwhistle.com before the renewal date. If you think an invoice is wrong, tell us within 30 days of its date and we will investigate promptly; pay any undisputed part meanwhile.

10.8 Currency and set-off

Fees are charged in [BILLING CURRENCY — confirm; drafted as euro (EUR)]; conversion charges and bank fees are yours. Pay Fees without set-off, except where you have a right of set-off that cannot be excluded by contract, including any right you have as a consumer.

11. Subscription term, renewal and cancellation

11.1 Subscription Period

Your Subscription Period is the monthly or annual period in your Order, starting when your paid subscription begins.

11.2 Automatic renewal

Your subscription renews automatically for a further period equal to the previous one, at the price then applying, unless you cancel first. Annual subscriptions renew one year at a time; no renewal period is longer than a year.

11.3 Annual renewal reminder

At least 30 days before every annual renewal we email you a reminder giving the renewal date, the amount and how to cancel. We send it to every customer on an annual plan, consumer or not.

11.4 How to cancel

Cancel at any time in your account. If you cannot reach your account, email support@bidwhistle.com from the address registered on it.

11.5 What cancellation does

Cancellation takes effect at the end of your current Subscription Period. You keep access until then and are not renewed afterwards. It does not entitle you to a refund for the rest of the current period, except under section 12.

11.6 Free trials

• We may offer a free trial of [TRIAL LENGTH — confirm; drafted as 14 days].
• Where we can, we do not ask for card details at sign-up.
• If we do take card details, the trial converts to a paid subscription only after we have emailed you at least 3 days before conversion, telling you when the trial ends, what we will charge and how to cancel.
• Trials are for evaluation, one per customer. We may limit trial features, and may end a trial that is being misused or used to circumvent clause 5.2(i).
• Trials are provided “as is” and excluded from the Service Level Agreement.
• If you do not convert, we delete the trial account and its data 60 days after the trial ends.

11.7 Upgrades and downgrades

Upgrades take effect immediately and we charge the difference pro-rata for the rest of the period. Downgrades take effect at your next renewal; we do not refund the difference for the current period.

12. Refunds

12.1 The Refund and Cancellation Policy

Our Refund and Cancellation Policy (https://www.bidwhistle.com/legal/refunds) forms part of the Agreement and has the full detail. This section is a summary; on a point of detail, that Policy applies.

12.2 The general rule

Fees are not refundable for part-periods, and unused alerts, searches, credits, exports or seats are not refundable or transferable. We give no refunds or credits for claimed inaccuracies in Procurement Data (clause 8.5(c)).

12.3 Consumers: the 14-day right of withdrawal

If you are a consumer you may withdraw from the Agreement within 14 days of entering into it, without giving a reason. Tell us by any clear statement — legal@bidwhistle.com or support@bidwhistle.com — or use the model withdrawal form in the Refund and Cancellation Policy. If you asked us to start providing the Service during that period, you pay a proportionate charge for what you received. We refund the balance to your original payment method within 14 days of being told.

12.4 The 14-day money-back guarantee

As a matter of discretion, and in addition to any statutory right, we offer a 14-day money-back guarantee on a customer’s first paid subscription. Ask at billing@bidwhistle.com within 14 days of your first payment. Available once per customer; it does not apply to renewals or later subscriptions.

12.5 Pro-rata refunds

We refund the pro-rata portion of prepaid Fees for the unused part of the Subscription Period where: we terminate for convenience (clause 20.5); you terminate for our uncured material breach (clause 20.6); you terminate under the chronic-failure right in the Service Level Agreement; you terminate because you do not accept a material change (clause 1.6.2), a material reduction in functionality (clause 3.5) or an unresolved sub-processor objection (clause 9.3(d)); or we terminate under clause 18.3(c).

12.6 How refunds are paid

To your original payment method, without undue delay. Service credits under the Service Level Agreement are applied against future invoices, not paid in cash.

13. Confidentiality

13.1 What is confidential

Confidential Information is information disclosed by one party to the other in connection with the Agreement that is marked confidential, or that a reasonable person would understand to be confidential from its nature or the circumstances. Ours includes the non-public parts of the Service, our security information, unpublished pricing, roadmap and Beta Features. Yours includes Customer Data and your business, bid and pricing information.

13.2 The obligation

The recipient must keep Confidential Information confidential, use it only under the Agreement, and protect it with at least the care it uses for its own — and never less than reasonable care.

13.3 Exclusions

The obligation does not apply to information that is or becomes public without breach; that the recipient already lawfully held without a duty of confidence; that it lawfully receives from a third party free to disclose it; or that it develops independently without using the discloser’s Confidential Information.

13.4 Permitted disclosures

The recipient may disclose Confidential Information to personnel, professional advisers, sub-processors and subcontractors who need it and are under at least equally protective duties; and where required by law, a court or a regulator — telling the discloser first where lawful and practicable, and disclosing only what is required.

13.5 Duration, return and Personal Data

These obligations last during the Agreement and for 3 years afterwards, and for as long as information remains a trade secret. On request after the Agreement ends, the recipient will return or destroy the discloser’s Confidential Information, except copies in routine backups (which stay subject to this section until deleted) or that it must keep by law. Where Confidential Information is Personal Data, clause 14 and the Data Processing Agreement apply instead to the extent of any conflict.

14. Data protection and security

14.1 The Data Processing Agreement

Our Data Processing Agreement (https://www.bidwhistle.com/legal/dpa) forms part of the Agreement and applies whenever we process Personal Data on your behalf. You do not need to sign a separate copy. Both of us will comply with Data Protection Law.

14.2 Who is Controller and who is Processor

We process Procurement Data as Controller on the basis of our legitimate interests, with a Legitimate Interests Assessment on file and an Article 14 transparency notice published in the Privacy Notice.

14.3 Our commitments as Processor

Where we are a Processor we process Customer Data only on your documented instructions (your use of the Service is such an instruction), keep it confidential, help you with data subject requests and with your obligations under Articles 32 to 36 GDPR, and delete or return it at the end of the Agreement — all as set out in the Data Processing Agreement.

14.4 Your commitments as Controller

You are responsible for the lawfulness of the Customer Data you give us, for having the lawful basis and giving the notices your processing requires, and for responding to your own data subjects, with our help as the Data Processing Agreement describes.

14.5 Security

We take appropriate technical and organisational measures, taking account of the state of the art, the cost of implementation and the risks. They include encryption in transit, encryption at rest by the managed platforms our data sits on, least-privilege access control, multi-factor authentication on administrative accounts, logging, backups, and diligence on the providers we use.

We are a small company and we would rather be accurate than impressive: we do not hold ISO 27001, SOC 2, Cyber Essentials or any other security certification, and we do not claim to. Our Information Security Policy describes our controls and marks which are planned rather than in place; ask at security@bidwhistle.com and we will send it.

14.6 Security incidents

If we become aware of a personal data breach affecting Customer Data we will notify you without undue delay and in any event within 48 hours, and give you what you need to meet your own obligations, as set out in the Data Processing Agreement. Report suspected vulnerabilities or incidents to security@bidwhistle.com. We will not take legal action against anyone who reports a vulnerability in good faith, does not access or alter data beyond what is needed to demonstrate it, and gives us a reasonable chance to fix it before disclosure.

14.7 Where your data is held

Our system of record — the application backend that holds account, profile and Customer Data — is hosted in London, United Kingdom. The pipeline that ingests and scores tender notices runs in Nuremberg, Germany. Our alert and transactional email goes through Resend, which delivers from Amazon SES in Ireland. Our sub-processor list at https://www.bidwhistle.com/legal/sub-processors gives the position for every provider. [CONFIRM — written confirmation of the hosting region, including backups, to be obtained from the platform supplier]

14.8 International transfers

We are established in Estonia, so for most transfers we are the exporter, not you.

• If you are in the United Kingdom, sending Personal Data to us in Estonia is a transfer to a country the UK has found adequate under its own adequacy regulations for the EEA. No transfer mechanism is needed for it, and we do not ask you to sign one.
• Data moving from us to the United Kingdom, including to our system of record, is covered by the European Commission’s adequacy decisions for the United Kingdom, renewed on 19 December 2025 and valid until 27 December 2031 (with a review at the four-year point). No standard contractual clauses are needed for it either.
• Transfers to providers inside the EU — the ingestion pipeline in Germany and email delivery from Ireland — need no mechanism.
• The transfers that do need a mechanism are the onward ones to providers outside the EEA and the UK: Anam (Olivia’s voice, avatar and speech-to-text, which may process in the United States), Google (the model behind Olivia, reached through Anam), Anthropic (the model behind the Response Workspace), Voyage AI (knowledge search) and Stripe (billing). For those we rely on the European Commission’s standard contractual clauses, the UK International Data Transfer Addendum and, where a provider is certified under it, the EU–US Data Privacy Framework. The Data Processing Agreement says which module applies to each, and the Privacy Notice lists the destinations. Where a provider has not confirmed its processing location to us in writing (clause 7.3(b)), we treat the transfer as one that needs a mechanism rather than assume it does not.

15. Service levels and support

15.1 The Service Level Agreement

Our Service Level Agreement (https://www.bidwhistle.com/legal/sla) forms part of the Agreement and has the full detail, including measurement, exclusions and how to claim. This section is a summary.

15.2 Uptime targets

AI Features carry a lower target because they depend on third-party model, speech and real-time media providers we do not control. Downtime is measured by error rate — a period counts as downtime when the error rate exceeds 5% — not by whether the Service can be reached at all. Planned maintenance notified in advance, Beta Features, free trials, third-party model provider outages and events outside our reasonable control are excluded. Note that we do not exclude outages at the providers that run the Core Platform: if our hosting fails, that counts against our target.

15.3 If we miss a target

15.4 Support

15.5 Targets are targets

These support targets are targets, not guarantees. We are a small team and would rather say so than promise a response time we cannot always meet. Missing a support target is not a breach of the Agreement. The uptime commitments in clause 15.2 are different: they carry the remedies in clause 15.3, and those remedies are your sole remedy for downtime.

16. Switching and data portability

This section reflects our obligations as an EU data processing service under Regulation (EU) 2023/2854 (the EU Data Act).

16.1 Your right to switch

You may switch to another provider, or bring the Service in-house, at any time. We will not put contractual, commercial or technical obstacles in your way.

16.2 Export

You can export Customer Data at any time during your subscription in a structured, commonly used, machine-readable format (for example CSV or JSON). If you need a format we do not offer in the product, ask at support@bidwhistle.com and we will do what we reasonably can. Exports of Procurement Data are limited to your plan’s limits and remain subject to clauses 8.7 and 8.8 and to the source licences.

16.3 Switching assistance

If you tell us you are switching, we will give you reasonable assistance and reasonable information about the structure and format of the data you are exporting. You keep access for a transitional period of up to 30 days from your notice so you can complete the switch. You may also extend the transitional period once, for a period you consider appropriate. Where 30 days is technically unfeasible, we will tell you within 14 working days of your notice, explain why, and propose an alternative period of no more than seven months.

16.4 Retrieval after termination

You have at least 30 days after the end of the transitional period in clause 16.3 — and in any event at least 30 days after the Agreement ends — to retrieve Customer Data (clause 20.9). After the transitional and retrieval periods we delete it in line with clause 20.9 and our Data Retention Policy (ask at privacy@bidwhistle.com for a copy).

16.5 No switching or egress charges

We do not charge switching charges, egress fees or exit fees, and we will not start. Under the EU Data Act such charges must in any event be withdrawn entirely from 12 January 2027; we do not levy them now and will not before then.

17. Warranties and disclaimers

17.1 What we warrant

We warrant that (a) we have the right to provide the Service to you, and (b) we will provide it with reasonable skill and care.

17.2 If we break that warranty

Tell us at support@bidwhistle.com with enough detail to investigate. We will re-perform the affected part. If we cannot put it right within a reasonable time you may terminate and we will refund the pro-rata portion of prepaid Fees. This is your primary remedy, without affecting clause 19.4 or your rights as a consumer.

17.3 The “as is” disclaimer

Apart from clause 17.1, and to the fullest extent the law allows, the Service is provided “as is” and “as available”. We exclude all other warranties, conditions and terms, express, implied or statutory — including merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that it will meet your requirements.

17.4 No warranty of accuracy

We do not warrant the accuracy, completeness, timeliness, currency or fitness for any purpose of Procurement Data or of any Output. Clause 8.5 explains why and clause 8.6 what to do about it. We also give no warranty about results — that you will find a particular opportunity, find it in time, be eligible, be shortlisted or win anything. Third-party services, integrations and links come with no warranty from us (clause 9). Nothing here affects a consumer’s statutory rights.

17.5 What you warrant

That you have authority to enter into the Agreement; that the information you give us is accurate; that you have the rights needed to give us Customer Data and for us to process it as described; and that your use of the Service will comply with the Agreement and applicable law.

18. Indemnities

18.1 Our IP indemnity

We will defend you against a third-party claim that the Service, as provided by us and used in accordance with the Agreement, infringes that third party’s copyright, database right, trade mark or patent in the European Union or the United Kingdom, and will pay the damages finally awarded by a court or the amounts in a settlement we approve.

18.2 Exceptions

Clause 18.1 does not apply to a claim arising from: Customer Data, Inputs or anything you provide; Outputs (clause 18.6); Procurement Data or the underlying content of any public notice; your combination of the Service with anything we did not supply, where the claim would not otherwise have arisen; any modification we did not make; your use in breach of the Agreement or of applicable law; your continued use after we asked you to stop or made a non-infringing alternative available; or Beta Features and anything we provide free of charge.

18.3 Our options

If such a claim is made or looks likely, we may at our own cost (a) obtain the right for you to keep using the Service, (b) modify or replace the affected part so it no longer infringes, without materially reducing functionality, or (c) if neither is reasonably achievable, terminate the affected part or the Agreement on notice and refund the pro-rata portion of prepaid Fees.

18.4 Procedure

You must tell us promptly in writing once you know of the claim, give us sole conduct of the defence and settlement, cooperate reasonably at our cost, and make no admissions. We will not settle in a way that admits your fault or imposes a non-financial obligation on you without your consent, which you will not unreasonably withhold. Late notice reduces our obligation only to the extent it prejudices our defence.

18.5 Sole remedy

Clause 18.1 is our entire liability, and your sole remedy, for any claim that the Service infringes a third party’s intellectual property rights.

18.6 We do not indemnify you for Outputs

We do not indemnify you in respect of Outputs. Outputs are generated automatically from your Inputs and from public information, so we cannot know or control in advance what any particular Output will contain — which is exactly why clause 7.6 asks you to review Outputs before you use them.

18.7 Your indemnity

You will indemnify us against losses, damages, costs (including reasonable legal costs) and liabilities arising from a third-party claim relating to: (a) Customer Data, including a claim that it infringes third-party rights or was given to us unlawfully; (b) your or your Authorised Users’ use of the Service in breach of the Agreement or the Acceptable Use Policy; (c) your breach of applicable law, including Data Protection Law, sanctions law and clause 7.8; (d) your use, publication or onward distribution of Outputs or Procurement Data; or (e) Personal Data contained in a document you or an Authorised User upload to the Response Workspace, including a claim by, or on behalf of, a person named in it, and any breach of clause 7.14.

18.8 Procedure and consumers

Clause 18.4 applies in reverse to your indemnity. Clause 18.7 does not apply to the extent that you are a consumer.

19. Limitation of liability

Read this section with clause 19.4, which lists what is never excluded or capped.

19.1 Losses we both exclude

To the fullest extent the law allows, and subject to clause 19.4, neither party is liable to the other for: indirect or consequential loss; loss of profits, revenue, business, contracts or anticipated savings; loss of goodwill or damage to reputation; loss of opportunity — including any tender, bid, framework place or contract you did not find, found late, did not bid for or did not win; wasted expenditure or management time; the cost of substitute services; or loss or corruption of data to the extent it could have been avoided by keeping your own copies as clause 16.2 allows. This applies whether or not the loss was foreseeable and whether the claim is in contract, tort (including negligence), breach of statutory duty or otherwise.

19.2 The cap

Subject to clause 19.4, each party’s total aggregate liability arising out of or in connection with the Agreement, for all claims taken together, is limited to the greater of (a) €500 and (b) the total Fees paid or payable by you in the 12 months immediately before the event giving rise to the claim (or, for a series of connected events, the first of them).

19.3 Basis of the bargain

We both agree that this section, together with the Fees, is a fair allocation of risk, and that the Fees would be materially higher without it. The limits apply even if a remedy fails of its essential purpose. If this cap is not enough for your risk profile, talk to us before you subscribe about [HIGHER LIABILITY CAP OPTION — confirm whether a higher cap is offered, on what terms and at what price].

19.4 What is never excluded or limited

Nothing in the Agreement excludes or limits either party’s liability for: death or personal injury caused by that party’s negligence; fraud or fraudulent misrepresentation; intentional breach (§ 106 of the Estonian Law of Obligations Act does not allow that to be excluded) and gross negligence; that party’s indemnity obligations under clause 18; your obligation to pay Fees properly due; infringement of the other party’s intellectual property rights; or anything else that cannot lawfully be excluded, including the statutory rights of a customer who is a consumer.

19.5 One recovery

Neither of us can recover twice for the same loss under different clauses.

20. Suspension and termination

20.1 When we may suspend

We may suspend access to all or part of the Service if: (a) Fees are unpaid 14 days after the due date; (b) you or an Authorised User breach the Acceptable Use Policy or clause 5.2; (c) credentials are being shared, or limits or billing circumvented; (d) we reasonably believe your account is compromised or that continued access is a security risk to the Service, to us, to you or to other customers; (e) we reasonably suspect fraud or unlawful use; (f) a law, court order, regulator or sanctions requirement obliges us to; or (g) a provider we depend on requires it or withdraws a component and there is no reasonable alternative.

20.2 The harm standard

We will suspend only where it is reasonably necessary to prevent or stop material harm to the Service, to us, to other customers or to a third party, or where the law requires it — and then only the narrowest part, for the shortest time needed. We will not suspend “at our sole discretion”.

20.3 Notice and reinstatement

We will give you notice before suspending, with the reason and what to do, unless that would be unlawful or make the harm worse — in which case we will tell you as soon as we reasonably can afterwards. We restore access promptly once the cause is resolved. If you think a suspension was wrong, email legal@bidwhistle.com; we will review it and give you a reasoned answer.

20.4 Fees during suspension

Fees continue to accrue during a suspension caused by your breach. Where we suspended in error, we will extend your Subscription Period by the period of suspension or refund it pro-rata, as you prefer.

20.5 Termination for convenience

You may terminate at any time under clause 11.4, effective at the end of your current Subscription Period. We may terminate for convenience on 30 days’ notice, refunding the pro-rata portion of prepaid Fees.

20.6 Termination for material breach

Either party may terminate immediately on notice if the other commits a material breach and, where it can be put right, fails to do so within 14 days of being asked in writing. If you terminate for our uncured material breach, we refund the pro-rata portion of prepaid Fees.

20.7 Immediate termination and insolvency

We may terminate immediately, without a cure period, if a breach cannot be cured and has caused or is likely to cause material harm of the kind in clause 20.2; if continuing would breach sanctions, export control or other law; or if you repeat a breach you have already been asked to cure after we warned you that repetition would end the Agreement. Either party may terminate immediately if the other becomes insolvent, cannot pay its debts as they fall due, enters bankruptcy, liquidation, moratorium or an equivalent procedure, has an administrator, receiver or trustee appointed, or ceases to carry on business — other than for a solvent reorganisation.

20.8 What happens when the Agreement ends

Your right to use the Service ends, subject to the retrieval window; you must pay Fees due up to termination; each party returns or destroys the other’s Confidential Information under clause 13.5; and any refund due under section 12 is paid without undue delay.

20.9 Data retrieval and deletion

Other periods — Olivia audio and transcripts, product, usage and security logs, and Personal Data within Procurement Data — are in the Privacy Notice and the Data Retention Policy (ask at privacy@bidwhistle.com for a copy). Ask us in writing during the retrieval window and we will delete Customer Data sooner. Clause 24.7 lists what survives termination.

21. Publicity

21.1 Naming you

We may name you as a customer, and use your name and logo to do so, only with your prior written consent, which you will not unreasonably withhold. Consent by email is enough. You may withdraw it on reasonable notice; we will then stop using your name and logo in new materials and remove it from our website within a reasonable time.

21.2 Naming us

You may say that you use Bidwhistle. Please do not suggest that we endorse you, your bids or your products without our prior written consent, and please follow any brand guidelines we publish.

22. Notices and electronic communications

22.1 Notices to us

Send formal notices to legal@bidwhistle.com. For notices of termination, breach or a legal claim, please also post a copy to Bidwhistle OÜ, Sepapaja tn 6, 15551 Tallinn, Estonia.

22.2 Notices to you

We give notices by email to the address registered on your account, by a prominent message in the Service, or both. Keep your account email addresses current — a notice to an out-of-date address you gave us still counts.

22.3 When a notice takes effect

An email notice is treated as received when sent, provided the sender receives no delivery failure; if sent outside 09:00–17:00 UK time on a business day, at 09:00 UK time on the next business day. A posted notice is treated as received 5 business days after posting.

22.4 Electronic communications

You agree that we may communicate with you electronically, and that contracts, notices and disclosures provided electronically meet any legal requirement that they be in writing.

22.5 Service messages and marketing

We will send service messages about your account, security, billing, renewals, changes to these Terms and incidents; you cannot opt out of these while you have an account. Marketing messages are separate and you can opt out at any time using the link in the message or at privacy@bidwhistle.com.

23. Governing law and disputes

23.1 Governing law

The Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual ones), is governed by the laws of Estonia, without regard to its conflict-of-law rules.

23.2 Let us talk first

Tell us at legal@bidwhistle.com and give us a fair chance to fix things. We both agree to try in good faith to resolve any dispute by discussion for 30 days from the date one of us notifies the other, escalating to senior representatives if needed, before starting court proceedings. This does not stop either of us seeking urgent interim or injunctive relief, or claiming undisputed unpaid Fees.

23.3 Jurisdiction

Subject to clause 23.4, the courts of Estonia have exclusive jurisdiction and Harju County Court (Harju Maakohus) is the court of first instance. Either party may still apply to any court of competent jurisdiction for interim or injunctive relief to protect its intellectual property rights or Confidential Information.

23.4 If you are a consumer

Nothing in clauses 23.1 or 23.3 deprives you of the protection of the mandatory provisions of the law of the country where you are habitually resident. You may bring proceedings against us in the courts of your country of residence as well as in Estonia, and we will bring proceedings against you only in the courts of your country of residence.

23.5 Consumer dispute resolution

If you are a consumer and we cannot resolve your complaint, you may refer the dispute to the Consumer Disputes Committee (tarbijavaidluste komisjon) at the Estonian Consumer Protection and Technical Regulatory Authority, or to an alternative dispute resolution body in your own country. The European Commission’s online dispute resolution (ODR) platform ceased operating on 20 July 2025, so we do not link to it. [CONSUMER ADR BODY — Estonian and national ADR contact details to be confirmed before publication]

23.6 Complaints and language

Our Complaints Policy (https://www.bidwhistle.com/legal/complaints) explains how to complain, including about how we handle Personal Data, and how we answer. The Agreement is made in English; any translation is for convenience and the English version prevails, except where mandatory consumer law requires otherwise.

24. General

24.1 Assignment

You may not assign or transfer the Agreement without our prior written consent, not to be unreasonably withheld. We may assign it to an affiliate, or in connection with a merger, reorganisation or sale of all or substantially all of our business or assets, provided the transferee takes on our obligations. We will tell you if we do.

24.2 Subcontracting

We may use subcontractors and sub-processors and remain responsible for their performance of our obligations. Sub-processors handling Personal Data are governed by clause 9.3 and the Data Processing Agreement.

24.3 Entire agreement

The Agreement is the entire agreement between us about the Service and replaces earlier discussions, proposals and representations, on which neither of us relies. This does not limit liability for fraud or fraudulent misrepresentation, or affect a consumer’s statutory rights. Purchase order terms, vendor portal terms or other terms you put forward do not apply, even if we acknowledge or sign them, unless we expressly agree in writing that they vary the Agreement.

24.4 Severability, waiver and relationship

If a provision is invalid or unenforceable it is modified to the minimum extent needed to make it enforceable, or deleted if that is not possible, and the rest is unaffected. A failure or delay in enforcing a right is not a waiver; a waiver is effective only in writing and only for the occasion given. Nothing creates a partnership, joint venture, agency or employment relationship, and neither of us may bind the other.

24.5 Force majeure

Neither party is liable for failing to perform (other than to pay money already due) where the cause is beyond its reasonable control — including natural disaster, war, terrorism, civil unrest, epidemic, industrial action, failure of public telecommunications or power networks, government action, and large-scale internet or cloud infrastructure failure. The affected party must tell the other as soon as reasonably practicable and use reasonable efforts to work around it. If the event lasts more than 30 days, either party may terminate on notice and we will refund the pro-rata portion of prepaid Fees for the affected period.

24.6 Third-party rights and exclusivity

Only you and we may enforce the Agreement; no one else has any right to. The Agreement is not exclusive — we may provide the Service to anyone, including organisations that compete with you.

24.7 Survival

These survive termination: clause 6 (for the periods it describes), clauses 7.4 to 7.10 and 7.13 to 7.14, clause 8, clause 10 (for Fees already due), clauses 12, 13, 14, 16.4, 17, 18, 19, 20.8 to 20.9, 23, this clause 24 and clause 25 — together with anything else intended by its nature to survive.

24.8 Order of precedence

If the documents making up the Agreement conflict, this order applies, but only to the extent of the conflict:

• your Order or plan details;
• the Data Processing Agreement, on any question about processing Personal Data;
• these Terms of Service;
• the Acceptable Use Policy, the Service Level Agreement and the Refund and Cancellation Policy;
• any other document expressly incorporated,

except that the Refund and Cancellation Policy and the Service Level Agreement govern points of detail within their own subject matter.

24.9 Interpretation

“Including”, “for example” and “such as” do not limit what goes before them. References to a statute include it as amended or replaced. “In writing” includes email and messages in the Service. Headings are for convenience. Business days are days other than Saturday, Sunday and England & Wales bank holidays.

25. Definitions

26. Changes to these Terms

Clause 1.6 governs changes: at least 30 days’ notice of material changes, a right for you to terminate before a material change takes effect with a pro-rata refund, and no retrospective effect. We record every version here and will send you any earlier version on request.

27. How to contact us

Bidwhistle OÜ · Registry code 17567745 · Sepapaja tn 6, 15551 Tallinn, Estonia · https://www.bidwhistle.com

We answer during UK business hours, Monday to Friday, in line with the support targets in clause 15.4.