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Thornton & Lowe Bid Software Terms and Conditions

TERMS & CONDITIONS Applicable to all Users of Thornton & Lowe’s (also referred to as “we”, “us”, and “our”) Bid Software, including Tender Pipeline and Tender Library. By using our Bid Software platforms, Users agree to these Terms & Conditions.

1. Definitions

Access Level – is the approved level of functionality granted by the Subscription Fee, ranging from free access to different levels of paid subscription.

Bid Software or Software – refers to all applications and platforms operated by Thornton & Lowe including but not limited to Tender Pipeline and Tender Library at all access levels

Data Protection Legislation - means the GDPR as transposed into United Kingdom national law by operation of paragraph 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 ("UK GDPR"), together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and other data protection or privacy legislation in force from time to time in the United Kingdom. The terms “personal data,” “data subject,” “data controller,” “data processor,” and “personal data breach” shall each have the meaning defined in Article 4 of the GDPR

Renewal - refers to the automatic purchase of a further twelve (12) month period during which the Software will be available to Users, subject to these Terms & Conditions

Subscription Term - refers to the twelve (12) month period during which the customer will have access to Bid Software at a specified Access Level, subject to these Terms & Conditions.

Subscription Fee – is the sum of money due to be paid prior to receiving access to relevant features of Bid Software at the relevant Access Level.

Tender Library - is a platform of Bid Software which acts as a repository for Users to store, access, manage and develop bid content and documents

Tender Pipeline - is a platform of Bid Software which supplies access to public contract notice data

Terms and Conditions – these terms and conditions as amended from time to time

Thornton & Lowe – means Thornton & Lowe Limited registered in England and Wales with company number 07600205 and with its registered office at 40 Higher Bridge Street, Bolton, BL1 2H

Unauthorised Individuals – are any person or entity who are not a named, registered User who has paid the relevant Subscription Fee for the content, data or functionality that they are trying to access

User (also referred to as Subscriber) – is an individual authorised and licensed to use Thornton & Lowe Bid Software

User Data – refers to data inputted by or on behalf of a User for the purpose of using the Software and any data generated by, or derived from use of the Software

2. Access and Use

2.1 User Access & Licensing: These Terms & Conditions apply to all Users of Thornton & Lowe’s Bid Software for the duration of any Term. However, depending on a user’s Access Level and licensing, certain features and benefits referenced in these Terms may not be available to all Users.

2.2 Acceptable Use:

Users must not reverse-engineer or otherwise reduce to human-perceivable form, modify, or integrate the Software into any other system without authorisation.

Users must not access the Software to build a product or service which competes with the Software.

Users must not share or resell access to unauthorised individuals or third parties.

Users must not share or resell any system outputs or data including, but not limited to; downloaded data, template responses, starter packs, or search results to any unauthorised individuals or third parties

The Software must not be used for unlawful, misleading, or unethical purposes.

Users must comply with all applicable laws and regulations, including data protection laws and any export control laws.

2.3 AI-Generated Content

AI tools within the Software are designed to assist in bid writing but do not replace human expertise.

Users must review and verify AI-generated content before submission.

Thornton & Lowe is not liable for inaccuracies in AI-generated responses.

Our Tender Library provides a central collection of commonly asked tender responses to support users in drafting bids efficiently.

The platform allows users to upload and manage existing tender submissions, benefiting from AI-powered search and review tools while maintaining full control over their content.

AI tools within the Software are designed to assist in bid writing but do not replace human expertise.

Users must review and verify AI-generated content before submission.

Thornton & Lowe is not liable for inaccuracies in AI-generated responses.

3. Subscription Duration, Renewal, and Access

3.1 Subscription Term:

Standard Subscription Term for all Software is twelve (12) months, subject to automatic Renewal unless cancelled with at least 30 days’ notice before renewal.

Users may choose between monthly or annual payment plans.

3.2 Non-Payment & Suspension:

Access is granted following initial payment clearance.

Failure to pay renewal fees on time may result in suspension of access until outstanding payments are cleared.

If a Subscription is not renewed or remains unpaid, Thornton & Lowe reserves the right to terminate access to the Software.

3.3 No Termination for Convenience:

Users cannot cancel their Subscription mid-term. In case of giving notice that they do not wish to renew, a Subscriber will remain committed to make payments for the full duration

4. Fees and Payment

4.1 Billing & Payment:

Subscription fees are non-refundable and must be paid in accordance with the selected plan.

Thornton & Lowe reserves the right to adjust pricing upon renewal of the Term or a subsequent Renewal Term, with at least 60 days’ prior notice.

4.2 Fair Use Policy – AI Token Limits:

Where AI features can be accessed, each User is allocated 133,333 tokens per month, allowing up to 100,000 words of AI-generated content.

Tokens are only used for content creation (e.g., rewriting responses, reviewing bids) and not for managing existing bid data.

Users exceeding this limit may be subject to increased licensing costs.

4.3 Data Storage & Performance:

Document storage is subject to reasonable limits based on the User’s plan.

Excessive data uploads or downloads that affect platform performance may be restricted.

Users are encouraged to manage and delete old and unused data to maintain efficiency.

4.4 Service Availability & Maintenance:

While the platform aims for high uptime, scheduled maintenance (for Bid Software, or due to maintenance of linked Third Party platforms) may cause temporary unavailability.

Thornton & Lowe is not liable for downtime or service interruptions whatever the cause.

5. Security & Compliance

5.1 User Responsibilities:

Maintain secure passwords, which should not be shared with any Unauthorised Individual or third party, and prevent unauthorised access.

Report security breaches immediately.

Ensure all customer data stored in the system is accurate and lawful.

Maintain compliance with the Bid Software Usage Policy when using the Bid Software.

5.2 Thornton & Lowe Rights:

Thornton & Lowe reserves the right to limit or remove content violating these Terms and Conditions or the Bid Software Usage Policy.

Thornton & Lowe reserves the right to suspend or terminate any User access if we suspect a breach in these Terms and Conditions, unauthorised activities, Bid Software Usage Policy receive a complaint pertaining to a User, or for any other reason at our sole discretion.

Thornton & Lowe shall have the right to change the Software, including to comply with applicable law but also for continuous improvement purposes. Where changes result in any material significant change to system capabilities, Thornton & Lowe shall notify Users of such changes.

5.3 Data Security & Protection:

Thornton & Lowe follows strict data security policies to protect customer information.

Data is encrypted at rest (AES-256) and in transit (TLS 1.2+).

User data will not be used to train Thornton & Lowe AI models.

User access is controlled through Role-Based Access Control (RBAC)

Thornton & Lowe provide security infrastructure in line with best practice to protect Users’ data and reserve the right to update this architecture in line with developments in technology, User behaviour and emerging or changing threats and risks.

6. Liability & Disclaimers

6.1 Limitation of Liability:

Thornton & Lowe is not liable for any final bid submissions in which AI-generated content is used.

Users assume full responsibility for ensuring bid compliance and reviewing content. Where a User’s organisation is in a regulated industry, Thornton & Lowe is not responsible for compliance with regulations or any subsequent regulatory fines or similar.

Thornton & Lowe’s liability for direct damages shall be limited to the total amount paid by the user for the active Subscription Term.

In no event shall Thornton & Lowe be liable for indirect, incidental, or consequential damages, including loss of profits, data, or use, or death or personal injury caused by negligence, fraud or fraudulent misrepresesntation, or any other liability that cannot be limited by law.

6.2 Intellectual Property & Content Use:

All Software, content, and materials other than the User Data remain the intellectual property of Thornton & Lowe.

Users receive a non-exclusive, non-transferable right to use the Software during their Subscription Term. Users do not own the Software.

Users must not reproduce, share, re-distribute or modify pre-existing content within the Bid Software without prior consent.

Thornton & Lowe make no guarantee regarding the quality, accuracy or completeness of content provided or generated within the Bid Software

Thornton & Lowe shall have no liability for the bid outcomes where content provided or generated within Bid Software is used

Users have sole responsibility for the legality, reliability, integrity, accuracy and quality of all User Data

You license us to use the User Data for:

the provision of the Software

the purposes set out in our Privacy Notice as described in condition 9.

all other purposes relevant to the proper exercise of our rights and obligations under these Terms and Conditions

Nothing in these Terms and Conditions prevents Thornton & Lowe from using any general knowledge, anonymised information or techniques learned or developed from the provision or use of the Software in further developing the Software, content included in the Software or other services.

6.3 Third party sources

Thornton & Lowe’s Bid Software includes links to various sources owned and operated by third parties, including those operated by the UK Public Sector. Thornton & Lowe operate no control or responsibility for the content of such third party websites or applications.

As such, Thornton & Lowe do not warrant the accuracy or completeness of this information.

7. Confidentiality & Data Protection

7.1 Confidentiality:

Both parties agree to maintain the confidentiality of proprietary information shared during Software use.

This obligation continues beyond Subscription expiration or termination.

7.2 Data Protection:

When acting as a data controller, Thornton & Lowe will process customer data in accordance with applicable laws as detailed in the Privacy Policy available here.

When acting as a data processor, Thornton & Lowe will process customer data in accordance with applicable laws and as detailed in the Data Processing Schedule.

Users must ensure all necessary consents are obtained before inputting third-party data.

Thornton & Lowe will not use customer data for any purpose other than providing services.

8. Force Majeure Clause

8.1 Exemption from Liability:

Thornton & Lowe shall not be liable for service interruptions due to factors beyond its control, including:

Acts of God

Government regulations

Technical failures

Pandemics or natural disasters

9. Notices & Amendments

9.1 Changes to Terms & Conditions:

Thornton & Lowe reserves the right to update these Terms & Conditions, with users notified in advance of significant changes.

Any major modifications to these Terms and Conditions will be notified to Users in writing, with a User’s continued use being an indication of consent. A "major change" includes, is defined strictly as an amendment to subscription pricing, billing frequency, or the core functionality of the platform that materially reduces the service originally purchased.

If a User does not agree to the major change, they may terminate their subscription by providing written notice within 30 days of us issuing notice of the Terms and Conditions modification. No refunds will be issued for any fees already paid, including those paid in advance for annual or monthly subscriptions. Continued use of the service beyond this notice period will constitute acceptance of the updated Terms.

9.2 Governing Law & Dispute Resolution:

These Terms are governed by English law.

Disputes will be resolved through negotiation before legal action.

The parties agree to the exclusive jurisdiction of English courts.

By using Thornton & Lowe’s Bid Software, you acknowledge that you have read, understood, and agree to these Terms & Conditions. 

Data Processing Schedule

1. When acting as data processor, Thornton & Lowe shall:

i. process the personal data only on written instructions of the User. Paragraph 2 below sets out the scope, nature and purpose of processing by Thornton & Lowe, the duration of the processing and the types of personal data and categories of data subjects.

ii. keep the personal data confidential;

iii. comply with the User’s reasonable instructions with respect to processing the personal data;

iv. not transfer the personal data outside of the UK unless, in accordance with the Data Protection Legislation, Thornton & Lowe ensures that:

a. the transfer is to a country approved as providing an adequate level of protection for the personal data; or

b. there are appropriate safeguards in place for the transfer of the personal data; or

c. binding corporate rules are in place; or

d. one of the derogations for specific situations applies to the transfer.

v. assist the User at the User’s cost in responding to any request by a data subject to exercise their individual rights and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

vi. notify the User without undue delay on becoming aware of a personal data breach;

vii. at the written request of the User, delete or return the personal data (and any copies of the same) to the User on termination of the Subscription unless required by the Data Protection Legislation to store the personal data;

viii. maintain complete and accurate records and information to demonstrate compliance with this paragraph;

ix. inform the User if, in its opinion, an instruction infringes Data Protection Legislation; and

x. the User consents generally to the appointment of sub-processors of personal data under these Terms and Conditions, provided always that Thornton & Lowe confirms that it shall impose on all sub-processors the same data protection obligations as set out in this Data Processing Schedule and shall remain liable for the actions of its sub-processors.

2. Details of Processing

i. Nature and Purpose of Processing – Thornton & Lowe shall process personal data as necessary to support the use of the Software by the User pursuant to the Terms and Conditions, and as further reasonably instructed by User throughout its use of the Software.

ii. Duration of Processing – Thornton & Lowe will process personal data as required to provide the Software for the duration of the Subscription. Thereafter, the length of time personal data is retained is dependent on the purposes for which it is needed and/or as required to comply with applicable laws and to establish, exercise or defend the User’s legal rights.

iii. Categories of Data Subjects - names and contact details of Users who are natural persons. User Data and other communications may contain personal data and Users may upload personal data in the course of the User’s use of the Software, the extent to which is determined and controlled by the User in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subjects:

(a) prospects, customers, business partners, suppliers and vendors of User (who are natural persons);

(b) employees or contact persons of User’s prospects, customers, business partners, suppliers and vendors;

(c) employees, agents, advisors, freelancers, or other staff of User (who are natural persons); and

(d) Customer’s users authorised by Customer to use the Services or any related website services.

iv. Type of Personal Data - names and contact details of User’s representatives who are natural persons. As detailed at iii, Users may also provide or upload personal data in the course of use of the Software, the type of and extent to which is determined and controlled by the User in its sole discretion, and which may include, but is not limited to the following categories of personal data of data subjects: name, address, telephone number, date of birth, email address, photos and other data that could directly or indirectly identify a person.

1. When acting as data processor, Thornton & Lowe shall:

i. process the personal data only on written instructions of the User. Paragraph 2 below sets out the scope, nature and purpose of processing by Thornton & Lowe, the duration of the processing and the types of personal data and categories of data subjects.

ii. keep the personal data confidential;

iii. comply with the User’s reasonable instructions with respect to processing the personal data;

iv. not transfer the personal data outside of the UK unless, in accordance with the Data Protection Legislation, Thornton & Lowe ensures that:

a. the transfer is to a country approved as providing an adequate level of protection for the personal data; or

b. there are appropriate safeguards in place for the transfer of the personal data; or

c. binding corporate rules are in place; or

d. one of the derogations for specific situations applies to the transfer.

v. assist the User at the User’s cost in responding to any request by a data subject to exercise their individual rights and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

vi. notify the User without undue delay on becoming aware of a personal data breach;

vii. at the written request of the User, delete or return the personal data (and any copies of the same) to the User on termination of the Subscription unless required by the Data Protection Legislation to store the personal data;

viii. maintain complete and accurate records and information to demonstrate compliance with this paragraph;

ix. inform the User if, in its opinion, an instruction infringes Data Protection Legislation; and

x. the User consents generally to the appointment of sub-processors of personal data under these Terms and Conditions, provided always that Thornton & Lowe confirms that it shall impose on all sub-processors the same data protection obligations as set out in this Data Processing Schedule and shall remain liable for the actions of its sub-processors.

2. Details of Processing

i. Nature and Purpose of Processing – Thornton & Lowe shall process personal data as necessary to support the use of the Software by the User pursuant to the Terms and Conditions, and as further reasonably instructed by User throughout its use of the Software.

ii. Duration of Processing – Thornton & Lowe will process personal data as required to provide the Software for the duration of the Subscription. Thereafter, the length of time personal data is retained is dependent on the purposes for which it is needed and/or as required to comply with applicable laws and to establish, exercise or defend the User’s legal rights.

iii. Categories of Data Subjects - names and contact details of Users who are natural persons. User Data and other communications may contain personal data and Users may upload personal data in the course of the User’s use of the Software, the extent to which is determined and controlled by the User in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subjects:

(a) prospects, customers, business partners, suppliers and vendors of User (who are natural persons);

(b) employees or contact persons of User’s prospects, customers, business partners, suppliers and vendors;

(c) employees, agents, advisors, freelancers, or other staff of User (who are natural persons); and

(d) Customer’s users authorised by Customer to use the Services or any related website services.

iv. Type of Personal Data - names and contact details of User’s representatives who are natural persons. As detailed at iii, Users may also provide or upload personal data in the course of use of the Software, the type of and extent to which is determined and controlled by the User in its sole discretion, and which may include, but is not limited to the following categories of personal data of data subjects: name, address, telephone number, date of birth, email address, photos and other data that could directly or indirectly identify a person.

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