Please read these terms and conditions (“Terms”) carefully before using the Service (defined below): they contain important information about your rights and obligations. In particular, your attention is drawn to clause 13 (Limitation of Liability).
By accessing or using the Service and by clicking to indicate you have read and agreed these Terms as part of the order process, you agree:
If you do not have such authority, or if you do not agree with these Terms, you must not complete the order, and you may not use the Service.
1.1 The definitions and rules of interpretation in this clause apply in these Terms.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
BidCops: Is a trading name of Clickthrough Marketing Limited, a company registered in England and Wales with number 05017043, whose registered office is at Charter House, Sandford Street, Lichfield, United Kingdom, WS13 6QA.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.
Customer: the person whose details are set out in the Sign up Section.
Customer Data: the data inputted by the Customer, Authorised Users, or BidCops on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: any documents made available to the Customer by BidCops online via the Website and relating to the Services.
Effective Date: the date that the Customer starts using the Services.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Report: any report produced by BidCops from time to time as a result of a provision of the Services.
Services: the subscription services provided by BidCops to the Customer under these Terms via the Website (including provision of Reports), as more particularly described on the Website.
Sign up Section: means that section of the Website which sets out specific details relating to the use of the Services including but without limitation details of the Customer.
Software: the online software applications provided by BidCops as part of the Services.
Subscription Term: commencing on the Effective Date and ending on termination of the provision of the Services.
Support Services Policy: BidCops’ policy for providing support in relation to the Services as made available at the Website.
Terms: these terms and conditions.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: bidcops.com or such other web address notified by BidCops to the Customer from time to time which sets out a description of the Services and used instructions for the Services.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes, letters and not e-mail. References to clauses are to the clauses of these Terms.
2.2 The Customer’s use of the Website and and/or purchase of the Services however accessed are at all times subject to these Terms (which forms a legally binding contract between the Customer and BidCops) and all applicable laws.
2.3 By accessing or using the Service and by clicking to indicate the Customer has read and agreed these Terms as part of the order process, the Customer agrees:
If the Customer does not have such authority, or if the Customer does not agree with these Terms, the Customer must not complete the order, and may not use the Service.
2.4 BidCops reserves the right, from time to time, with or without notice to the Customer, to change these Terms at its sole discretion. The Terms applicable to the Customer’s access to and use of the Service will be the version that is current and displayed on the Website as at each date you access the Website or use and/or purchase the Services (as applicable). The Customer’s use of the Website or its use and/or purchase of Services after changes are made means that the Customer agree to be bound by such changes.
2.5 BidCops reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. The Customer agrees that BidCops shall not be liable to the Customer or to any third party for any modification, suspension or discontinuance of the Services.
2.6 From time to time, BidCops may add new features to the Services that are described as “beta” (“Beta Features”). The Customer acknowledge that Beta Features may be untested, non-functional, and/or partly functional features of the Services. If the Customer elects to use a Beta Feature, it does so at its own risk. Notwithstanding anything else in these Terms to the contrary, BidCops does not warrant that the Beta Features will be provided with due care. Do not rely on the Beta Features for any purpose whatsoever. Beta Features may harm and/or interrupt the regular running software and/or hardware. Beta Features will be considered part of the Services and all provisions of these Terms relating to the Services will apply to the Beta Features.
3.1 Subject to the restrictions set out in this clause 3 and the other terms and conditions of these Terms, BidCops hereby grants to the Customer a non-exclusive, non-transferable right to use the Services and the Documentation during the Subscription Term solely for the Customer's business operations.
3.2 The Customer undertakes that:
3.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and BidCops reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
3.4 The Customer shall not:
3.5 The Customer shall:
3.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify BidCops.
4.1 BidCops shall, during the Subscription Term, use reasonable endeavours to provide the Services on and subject to the terms of these Terms provided always that BidCops may change, suspend, or discontinue all or part of the Services at any time, with or without reason.
4.2 The Customer acknowledges that the operation of the Service is reliant upon cooperation from third parties such as Google AdWords API and the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and BidCops shall not be responsible to the Customer or any other party for any such interruptions, errors or problems or an outright discontinuance of the Service.
4.3 BidCops has no obligation to continue producing or releasing new versions of the Service.
4.4 Subject always to Clause 4.1, BidCops shall use reasonable endeavours to keep the Services operational and available 24 hours a day, seven days a week, except for:
4.5 BidCops will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier’s then current rates.
5.2 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
5.3 If BidCops processes any personal data on the Customer’s behalf when performing its obligations under these Terms, the parties record their intention that the Customer shall be the data controller and BidCops shall be a data processor and in any such case: (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Customer are located in order to carry out the Services and BidCops’ other obligations under these Terms; (b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to BidCops so that BidCops may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer's behalf; (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (d) BidCops shall process the personal data only in accordance with the terms of these Terms and any lawful instructions reasonably given by the Customer from time to time; and (e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.2 These Terms shall not prevent BidCops from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
The Customer shall:
9.1 BidCops offers this service free of charge.
9.7 BidCops shall be entitled to charge a Subscription Fee upon 30 days' prior notice to the Customer and the Subscription Fee shall be deemed to have been amended accordingly. If the Customer does not agree to the change, it may cancel its subscription to the Services using the procedure set out on the Website.
10.1 The Customer acknowledges and agrees that BidCops and/or its licensors own all intellectual property rights on all materials (including software and content whether downloaded or not) contained on the Website, in the Services and the Documentation. Except as expressly stated herein, these Terms does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 BidCops confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these Terms. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms.
11.3 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.4 This clause 11 shall survive termination of these Terms, however arising.
12.1 The Customer shall defend, indemnify and hold harmless BidCops against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (A) the Customer's use of the Services and/or Documentation, and/or (B) the Customers breach of these Terms; and/or (C) any claim made by a third party against BidCops resulting from the acts or omissions of the Customer including but without limitation as a result of the Customer’s unauthorised use of the third parties Google AdWords account details and/or passwords.
12.2 BidCops shall, subject to Clause 12.5, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
12.3 In the defence or settlement of any claim, BidCops may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on 5 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4 In no event shall BidCops, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than BidCops; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by BidCops; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from BidCops or any appropriate authority.
12.5 The foregoing states the Customer's sole and exclusive rights and remedies, and BidCops' (including BidCops’ employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.1 This clause 13 sets out the entire financial liability of BidCops (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
13.2 Except as expressly and specifically provided in these Terms:
13.3 Nothing in these Terms excludes the liability of BidCops:
13.4 Subject to clause 13.2 and clause 13.3:
14.1 These Terms shall, unless otherwise terminated as provided in these Terms, commence on the Effective Date and shall continue indefinitely, unless (subject to clause 14.2) either party terminates at any time by cancelling. The Customer may cancel at any time as specified on the Website, and BidCops may cancel at any time on giving the Customer written notice by email at the address set out on the Sign up Page.
14.2 If these Terms are terminated for whatever reason, the Customer shall not be entitled to any refund of any Subscription Fees paid by the Customer in advance.
14.3 On termination of these Terms for any reason:
15.1 BidCops is a trading name of ClickThrough Marketing Limited a company registered in England and Wales with number 05017043 whose registered office is at Charter House, Sandford Street, Lichfield, United Kingdom, WS13 6QA. Its registered VAT number is 829 9002 13.
15.2 If the Customer has any questions or complaints, please contact BidCops. The Customer can contact BidCops by telephoning its customer service team at (+1) 646-513-2702 or (UK) 0844 802 6243 or by e-mailing BidCops at email@example.com.
15.3 If you wish to contact BidCops in writing, or if any clause in these Terms requires you to give BidCops notice in writing, you can send this to BidCops by e-mail to firstname.lastname@example.org, by hand, or by pre-paid post to ClickThrough Marketing Limited at Charter House, Sandford Street, Lichfield, WS13 6QA. BidCops will confirm receipt of this by contacting the Customer in writing. If BidCops has to contact the Customer or give you notice in writing, it will do so by e-mail.
16.1 BidCops shall have no liability to the Customer under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of BidCops or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16.2 A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.3 Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
16.4 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.6 These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.7 Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms or not) relating to the subject matter of these Terms, other than as expressly set out in these Terms.
16.8 The Customer shall not, without the prior written consent of BidCops, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
16.9 BidCops may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
16.10 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.11 These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
16.12 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
16.13 These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
16.14 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).