Auction Marketer Ltd
Terms and Conditions for the Supply of Software and Services
Version 2 · July 2026 · Published at www.auctionmarketer.co.uk/t-c/terms-and-conditions
1. Interpretation
In these Conditions the following definitions apply. "Auction Marketer" means Auction Marketer Ltd (company no. 10358855). "Customer" means the person or firm who purchases Services. "Quotation" means a written estimate or quotation issued by Auction Marketer. "Order" means the Customer’s acceptance of a Quotation. "Contract" means the contract between Auction Marketer and the Customer for the supply of Software and/or Services incorporating these Conditions. "Software" means the software provided by Auction Marketer under the Contract. "Services" means the services supplied under the Contract, including the Set Up Services, Support Services and any Hosting, Email, Streaming, Marketing or other Professional Services. "Set Up Services" means the initial configuration, customisation, installation and website design/development work. "Go-Live Date" means the earlier of User Acceptance and the date the Customer first uses the Software in an operational environment. "Monthly Charges" means the recurring monthly charges for the Services. "Business Day" means a day (other than a weekend or English public holiday) when London banks are open. "Customer Default" has the meaning in clause 6. "Data Protection Legislation" means the UK GDPR, the Data Protection Act 2018 and all other data protection and privacy laws in force from time to time. Terms such as "controller", "processor", "personal data", "data subject", "processing" and "personal data breach" have the meanings given in that legislation.
2. Application and acceptance of these Conditions
This clause is the basis on which these Conditions bind the Customer. It is drawn to the Customer’s attention.
(a) These Conditions apply to, and are incorporated into, every Quotation, Order and Contract for the supply of Software and/or Services, to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(b) Each Quotation is issued subject to these Conditions and refers to them and to the web address at which they are published. A Quotation is not an offer and is valid for 20 Business Days from its date.
(c) A Contract is formed, and the Customer is deemed to have accepted these Conditions in full, on the earliest of: (i) the Customer signing or confirming acceptance of a Quotation in writing (including by email); (ii) the Customer paying any deposit or invoice referable to a Quotation; (iii) the Customer instructing Auction Marketer to commence or continue any Services; or (iv) the Customer first using the Software or a Website in an operational environment.
(d) By accepting a Quotation, or by any of the acts in clause 2(c), the Customer confirms that it has read, and agrees to be bound by, these Conditions.
(e) Where a Quotation expressly varies a specific provision of these Conditions, the Quotation prevails for that Contract only; otherwise these Conditions prevail over any inconsistent terms.
(f) Set Up charges in a Quotation are estimates only and may vary as stated in the Quotation; out-of-scope work is chargeable under clause 7.
3. Licence and use of the Software
Auction Marketer grants the Customer a non-exclusive, non-transferable licence to use the Software and Documentation during the term of the Contract, solely for the Customer’s internal business purposes and in accordance with these Conditions. All Intellectual Property Rights in the Software, the Website deliverables and the Documentation remain with Auction Marketer (or its licensors). Data entered by the Customer remains the Customer’s.
4. Set Up Services and delivery dates
Auction Marketer will provide the Set Up Services with reasonable care and skill and substantially in accordance with the agreed Requirements Document and Project Plan. All dates for delivery are approximate only, and Auction Marketer is not liable for any loss arising from delay in delivery. Time is not of the essence in relation to delivery of the Set Up Services.
5. Acceptance of the Software
(a) On completion of the Set Up Services the Customer will have 20 Business Days (the "Acceptance Period") to verify that the Software operates materially in accordance with the Requirements Document.
(b) The Software is deemed accepted on the earliest of: (i) the Customer confirming acceptance in writing; (ii) expiry of the Acceptance Period without the Customer having given written notice of material defects; or (iii) the Customer first using the Software in a live or operational environment ("Go-Live"), including to run, administer or settle any Digital Auction.
(c) Go-Live constitutes the Customer’s acceptance that the Software is a working product operating materially in accordance with the Requirements Document. Minor or cosmetic defects that do not materially impair use do not prevent or delay acceptance.
(d) If the Customer gives written notice within the Acceptance Period specifying material defects (with reasonable detail of how the Software fails to meet the Requirements Document), Auction Marketer will use reasonable endeavours to remedy them, and the Software will then be re-submitted for acceptance.
(e) After acceptance, any issues are addressed through the Support Services and clause 11 (Warranties). Acceptance does not remove Auction Marketer’s duty to provide the Services with reasonable care and skill, but the Customer may not reject the Software, treat the Contract as repudiated, or withhold or set off payment on the basis that the Software is not a working product or does not meet the Requirements Document, otherwise than through the warranty and support process.
(f) Auction Marketer may provide a period of enhanced support immediately following Go-Live (the "Hypercare Period") of 10 Business Days, during which properly-notified defects are prioritised at no additional charge. After the Hypercare Period: (i) defects (being a failure of the Software to operate materially in accordance with the Requirements Document) are handled under the Support Services and clause 11; and (ii) all other work requested by the Customer — including new features, enhancements, changes, additional configuration, consultancy and training, and the investigation or resolution of issues arising from Customer Default, misuse, the Customer’s own data or environment, or third-party integrations — is chargeable on a time-and-materials basis at Auction Marketer’s then-current standard rates, in accordance with clause 7.
6. Customer obligations and Customer Default
(a) The Customer shall provide accurate data, timely instructions, access, and reasonable co-operation, and shall ensure its staff are trained and available as reasonably required for the Services (including migration, testing and go-live).
(b) If Auction Marketer’s performance is prevented or delayed by any act or omission of the Customer or its staff (a "Customer Default"), Auction Marketer may suspend performance, is not liable for any costs or losses arising from the Customer Default, and the Customer shall reimburse Auction Marketer for costs or losses it sustains as a result.
7. Changes, additional work, consultancy and training
Any change to the scope of a Quotation, Order or the Services, and any new or additional requirement identified during a project, shall be agreed in writing and is chargeable in addition to the original estimate, on a time-and-materials basis at Auction Marketer’s then-current standard rates unless otherwise agreed in writing. Auction Marketer will notify the Customer of any such change before undertaking the work where reasonably practicable.
Consultancy, advice and training (including additional, further or refresher user training beyond any training expressly included in the Quotation) are Professional Services and are chargeable on a time-and-materials basis at Auction Marketer’s then-current standard rates, whether requested during or after the project.
8. Charges and payment
(a) The Customer shall pay each invoice within 30 days of its date, in cleared funds to the account nominated by Auction Marketer. Time for payment is of the essence.
(b) All Charges are exclusive of value added tax (VAT). Where VAT is chargeable on a supply under applicable UK law, the Customer shall pay it in addition at the prevailing rate on receipt of a valid VAT invoice. Supplies to Customers established outside the United Kingdom may be outside the scope of UK VAT or zero-rated; in that case the Customer is responsible for accounting for any VAT, reverse charge or equivalent tax in its own jurisdiction, and for any other taxes, duties, withholdings or levies (other than tax on Auction Marketer’s income) arising in connection with the Services.
(c) If the Customer fails to pay any sum when due, Auction Marketer may charge interest on the overdue amount at 6% per annum above the Bank of England base rate from time to time, accruing daily, until payment.
(d) The Customer shall pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law.
9. Support, hosting and third-party integrations
Support and hosting are provided as set out in the Quotation and the applicable Support Terms. Auction Marketer facilitates integrations with third-party services (for example payment processing, KYC/due-diligence, email delivery and streaming). Third-party integrations are provided by the relevant third party, not by Auction Marketer, do not form part of the Software or Services, and Auction Marketer makes no representation and has no liability in respect of them.
10. Confidentiality, publicity and data protection
Confidentiality
(a) Each party shall keep confidential the other’s confidential information, use it only for the purposes of the Contract, and disclose it only to those of its personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is or becomes public other than through breach of this clause, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or a regulator (and then only to the extent required and, where lawful, with notice to the other party).
(b) Where the parties have entered into a separate non-disclosure or confidentiality agreement, that agreement remains in full force and, to the extent of any conflict, prevails over this clause. Nothing in the Contract reduces the obligations owed under it.
Publicity
(c) Subject to clause 10(a) and to any separate confidentiality or non-disclosure agreement, the Customer grants Auction Marketer the right to identify the Customer as a client of Auction Marketer and to refer to and describe the Services provided — including the use of the Customer’s name and logo and a general, non-confidential description of the work — in Auction Marketer’s marketing materials, website, case studies, award submissions, proposals and similar. Auction Marketer shall not disclose the Customer’s Confidential Information in doing so, and the Customer may require Auction Marketer to cease a particular use on reasonable written notice.
Data protection
(d) Each party shall comply with the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under it.
(e) As between the parties, the Customer is the controller and Auction Marketer is the processor of any personal data processed in connection with the Services. The subject-matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject are as set out in the Contract, the Requirements Document, or a separate Data Processing Schedule.
(f) Auction Marketer shall: (i) process personal data only on the Customer’s documented instructions unless required by law; (ii) ensure personnel processing the data are bound by confidentiality; (iii) implement appropriate technical and organisational measures to protect the data; (iv) not appoint a sub-processor except with the Customer’s general or specific authorisation, and where it does, impose equivalent obligations and remain responsible for that sub-processor; (v) assist the Customer, so far as reasonably possible, with data-subject requests and with the Customer’s security, breach-notification and impact-assessment obligations; (vi) notify the Customer without undue delay on becoming aware of a personal data breach; (vii) at the Customer’s choice, delete or return personal data at the end of the Contract, save where retention is required by law; and (viii) make available information reasonably necessary to demonstrate compliance and allow for audits on reasonable notice.
(g) The Customer authorises Auction Marketer to appoint the hosting, email, streaming and other providers used to deliver the Services as sub-processors; Auction Marketer will inform the Customer of any intended change and give it an opportunity to object. Personal data will be transferred outside the United Kingdom only where an appropriate safeguard under the Data Protection Legislation is in place.
(h) The Customer warrants that it has all necessary rights, lawful bases, consents and privacy notices in place to enable Auction Marketer to process the personal data as contemplated by the Contract.
11. Warranties
Auction Marketer warrants that the Services will be provided with reasonable care and skill. Except as expressly stated in these Conditions, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Software is not warranted to be error-free or uninterrupted.
12. Limitation of liability
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
(a) Nothing in the Contract limits any liability which cannot lawfully be limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.
(b) Subject to clause 12(a), Auction Marketer’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed: (i) for any liability arising from an act or omission on or before the Go-Live Date, the greater of £5,000 and 100% of the sums paid and payable for the Set Up Services; and (ii) for any liability arising from an act or omission after the Go-Live Date, a sum equal to the Monthly Charges paid and payable in the preceding 12 months.
(c) Subject to clause 12(a), Auction Marketer shall have no liability for any of the following, whether direct or indirect: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss.
(d) Auction Marketer shall have no liability in respect of an event unless the Customer notifies it in writing, with reasonable detail of the event and grounds, within 90 days of the Customer becoming (or having reasonably become) aware of grounds to claim.
(e) This clause survives termination.
13. Term, termination and suspension
(a) The Contract commences on the Commencement Date and continues until either party gives the other at least 90 days’ written notice to terminate, expiring on or after the end of the first Contract Year.
(b) Either party may terminate immediately on written notice if the other commits a material breach which is not remedied within 28 days of written notice, or becomes insolvent. Auction Marketer may terminate immediately, or suspend the Services, if the Customer fails to pay any sum when due, or on a change of control of the Customer.
(c) On termination the Customer shall immediately pay all outstanding invoices and interest and, for Services supplied but not yet invoiced, Auction Marketer may invoice for immediate payment. On request Auction Marketer will provide a reasonable export of the Customer’s data in a usable format. Accrued rights and clauses intended to survive shall survive.
14. Force majeure
Auction Marketer is not liable for any delay or failure to perform caused by events beyond its reasonable control, provided it notifies the Customer and resumes performance as soon as reasonably practicable.
15. Entire agreement and non-reliance
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
16. General
No variation of the Contract is effective unless in writing and signed by the parties (or their authorised representatives). No failure or delay in exercising a right is a waiver of it. If any provision is found to be unenforceable, the rest continues in force. The Customer may not assign or sub-contract without Auction Marketer’s written consent. A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. Notices must be in writing.
17. Governing law and jurisdiction
The Contract and any dispute arising out of it are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
Auction Marketer Ltd is a registered Company in England & Wales no. 10358855. VAT registration: GB 253 2984 89
Please note all transactions are bound by these terms and conditions of business
1. Definitions
The following definitions shall apply to these Conditions:
"Client" or "client": the person or company who agrees to buy products & Services from the Seller.
"Conditions": the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the parties.
"Effective Date": the date of signature of these Conditions by the last signing party
"Intellectual Property Rights": patents, utility models, inventions, copyright, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights (registered or unregistered, including all extensions and renewals thereof).
"Products & Services": the articles or services which the Client agrees to buy from the Seller."User Licence": the definition of user licences to provide ongoing access to the Auction Marketer Software, excluding VAT."Support & Maintenance": the supply of software support and ongoing upgrades, excluding VAT.
"SLA": the standard service level agreement that applies to provision of support relating to the Auction Marketer software.
"Price": the price for the Products, Licenses & Services, excluding VAT.
"Quotation": the quotation document scheduled to these Conditions and as amended by the parties from time to time.
"Seller" or "Auction Marketer Ltd" : Auction Marketer Ltd, Vulcan Works, 34-38 Guildhall Road, Northampton, NN1 1EW.
"Specification": The specification that forms part of the Quotation and which is scheduled to these Conditions setting out the functionality, scope and other features relating to the Products & Services as amended by the parties from time to time
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Client in relation to the sale of Products, Licenses & Services, to the exclusion of all other terms and conditions including the Client's standard conditions of purchase or any other conditions which the client may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Products & Services shall be deemed to be an offer by the client to purchase Products, Licenses & Services from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Products, Licenses & Services shall be deemed to be conclusive evidence of the Client's acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of a director of Auction Marketer Ltd.
2.5 These Conditions represent the whole of the agreement between the Seller and the Client. They supersede any other conditions previously issued.
3. Price
The Price shall be the price quoted on the Quotation. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller's invoice.Pricing can be reviewed from time to time (for example if there is an increase in the Seller’s costs). If there is an increase in price the Seller will give the Client at least 30 days notice of such a change.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due and payable by the client within 30 days of acceptance by the client of the applicable Products & Services set out in the Quotation.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 12% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any final judgment of a court of competent jurisdiction.
4.3 The Client shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
4.4 Late payment will result in suspension of service and access to the Software in all cases.
5. Products & Services and Intellectual Property Rights
5.1 The quantity and description of the Products & Services shall be as set out in the Specification.
5.2 The SLA outlines the support provided by Auction Marketer Ltd to clients that have a valid and up to date software maintenance schedule in place. Working hours are 9am - 5.30pm, Monday to Friday. Any work undertaken outside these working hours must be agreed between the parties and added as an addendum to the client SLA.
5.3 All Intellectual Property Rights in the Products, Licenses & Services developed by Auction Marketer Ltd shall be the property of Auction Marketer Ltd unless expressly agreed between parties. The parties shall do all things and execute all documents necessary to give effect to this clause.
The Client acknowledges that the Products & Services may include certain Intellectual Property Rights that are owned or controlled by third parties and which cannot form part of any Client IP Rights, namely:
(i) Open source software; and
(ii) certain Intellectual Property Rights that Auction Marketer Ltd has developed for other clients that have an agreed ‘lockout period’ before being released to the general market.
6. Schedule of the Products & Services
6.1 Auction Marketer Ltd shall deliver the Products & Services to the Client to the Specification. The Specification shall allow for reasonable (but not material) variations in design across multiple browser and device applications
6.2 The agreed scope and Specification of the Products, Licences & Services to be included in any project is scheduled to these Conditions. Any work that falls outside of this scope will be deemed chargeable at the prevailing rate for that service. Auction Marketer Ltd shall inform the Client prior to performing any work deemed outside of scope, and will give the Client an accurate prior indication of expected cost overrun.
6.3 Auction Marketer Ltd shall endeavour to complete and deliver the Products & Services to the Client within a set time frame as outlined in the Quotation scheduled to these Conditions. Where there is a Specification it will define the minimum standard of the Products & Services and Website that Auction Marketer Ltd shall deliver to the Client.
6.4 The Seller undertakes to use all reasonable endeavours to deliver the Products & Services on an agreed delivery date, but does not guarantee to do so
7. Project Management
Each party shall appoint a project manager who shall:
(i) provide professional and prompt liaison with the other party; and
(ii) have the necessary authority to commit the relevant party.
8. Development and Acceptance of the Products & Services
8.1 Once Auction Marketer Ltd has completed design and development of the Products & Services in accordance with each agreed phase of the project, Auction Marketer Ltd and the Client shall co-operate to conduct an acceptance test.The procedure set out in this clause shall be repeated in respect of the applicable phase and any further development works agreed by the parties from time to time. Acceptance tests are further detailed in Product Functional Specifications to these Conditions as applicable.
8.2 The acceptance tests shall test the compliance of the Products & Services with the Specification. The parties shall carry out a thorough inspection of the Products & Services as part of each acceptance test.
8.3 Acceptance of the Products & Services shall occur when those Products & Services have passed the acceptance tests. The Client shall confirm its acceptance of those Products & Services in writing to Auction Marketer Ltd as soon as reasonably practicable following acceptance of those Products & Services.
8.4 If the Products & Services do not pass an acceptance test, the failures that cause relevant acceptance test to be failed ( "Defects" ) shall be drawn up and documented by Auction Marketer Ltd and presented to the Client for discussion as to how to best rectify such Defects. Auction Marketer Ltd shall remedy and Defects promptly in order to ensure that the Products & Services which are not in accordance with these Conditions.
9. Third Party Products
Where Auction Marketer Ltd supplies any third party products or services as part of the Products & Services, it shall do so in accordance with the relevant third party's standard licence terms.
10. Alteration of Products & Services
10.1 Auction Marketer Ltd may charge additional reasonable fees for carrying out work pursuant to material changes that are additional to the scope set out in the Quotation
.10.2 Where the parties agree to materially alter the scope of the Products & Services that Auction Marketer Ltd is to provide under the Quotation, Auction Marketer Ltd shall notify the Client as to whether it requires an alteration to the original deadline to provide such Products & Services. The parties shall then attempt to negotiate (acting reasonably and in good faith) an alteration to the original deadline with a view to minimising the impact on the progress of the provision of the Products & Services and the Website, Where the parties cannot agree an alteration to the original deadline, Auction Marketer Ltd shall use reasonable endeavours to meet the original deadline.
11. Warranties
11.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform these Conditions.
11.2 Auction Marketer Ltd warrants that it shall provide the Products & Services and the Website to the Client using reasonable care and skill and in accordance with generally recognised commercial practices and standards.
11.3 Auction Marketer Ltd warrants that the operation of any completed Software will be uninterrupted, free from material errors and otherwise materially in accordance with the Specification for a period of 1 month from Client acceptance of the completed Software. If the Software does not so perform, Auction Marketer Ltd shall, for no additional charge, promptly ensure that the Website complies the Specification on provision that all outstanding payments are up to date.
12. Limitations on Liability
12.1 Auction Marketer Ltd cannot be held responsible for any third party influence on the development of mobile applications that is beyond its reasonable control, such as the Apple store or Android store rejecting an application. Auction Marketer Ltd shall use all reasonable endeavours to ensure that applications are compatible and fit for purpose prior to build but does not take responsibility for third party policy changes and review procedures that are beyond its reasonable control.
12.2 Where Auction Marketer Ltd recommends a web hosting partner it is important to note that the partner terms and conditions apply to the Client, and Auction Marketer Ltd does not underwrite or guarantee any provision of service or data integrity. Auction Marketer Ltd shall provide on request a back to back SLA on hosting that mirrors that of the hosting provider. Clients are therefore advised to check the terms of the hosting partner's SLA.
12.3 Auction Marketer Ltd is not liable for: (i) any malicious code injection on Client websites, or (ii) issues arising from PCI compliance breaches, in either case for which it (or on of its employees, directors or officers) is not responsible. Any server based patching for PCI or application stability is outside of the scope of any support agreements and is chargeable. Penetration test fixes are chargeable and Auction Marketer Ltd offers no warranty following a web server penetration test.
12.4 Auction Marketer Ltd does not preform PCI spanning and Clients must use a trusted third party such as Trustwave or McAfee and provide reports to Auction Marketer Ltd where changes/patches are required. Auction Marketer Ltd shall be entitled to charge the Client an additional sum for provision of such changes/patches.
12.5 Auction Marketer Ltd is not liable for any losses incurred due to the failure of a bidding technology or bidder defaults. Auction Marketer will take reasonable endeavour to solve any issues that arise on its bidding platforms within the terms of the ‘SLA’
13 Data Protection
Auction Marketer Ltd warrants that, to the extent it processes any personal data (as defined in the UK General Data Protection Regulation (UK GDPR) 2018) on behalf of the Client, it shall:
(i) act only on instructions from the Client; (ii) have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss, destruction, or damage to personal data; (iii) ensure that all personnel authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (iv) only transfer the Client's personal data to countries outside the United Kingdom and the European Economic Area that ensure an adequate level of protection for the rights of the data subject, and only after obtaining prior written authorisation from the Client, which may be granted subject to such conditions as the Client deems necessary; (v) assist the Client in meeting its obligations under the UK GDPR, including responding to data subjects’ rights requests, maintaining records of processing activities, and ensuring compliance with security obligations; (vi) at the choice of the Client, delete or return all personal data to the Client after the end of the provision of services relating to processing, and delete existing copies unless retention of the personal data is required by law.
Data stored in the Auction Marketer software relating to the client bidders and vendors remains the property of the Client. Auction Marketer Ltd reserves the right to use anonymous data for the purposes of market research, insight, and report generation. At no point will identifiable data be shared or published.
Data Breach Notification Clause: In the event of a data breach involving personal data, Auction Marketer Ltd shall:
(i) notify the Client without undue delay and, where feasible, within 72 hours of becoming aware of the breach; (ii) provide the Client with a description of the nature of the personal data breach, including the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records affected; (iii) describe the likely consequences of the personal data breach; (iv) describe the measures taken or proposed to be taken to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects; (v) cooperate fully with the Client and take such reasonable steps as are directed by the Client to assist in the investigation, mitigation, and remediation of the personal data breach; (vi) document all breaches and remediation efforts in compliance with UK GDPR requirements.
14. Term
These Conditions shall commence on the Effective Date and shall (subject to earlier termination in accordance with these Conditions) terminate automatically on final acceptance of the Products & Services and completed Website by the Client and payment of all outstanding sums. Licence terms are subject to 12 month agreements (payable annually or monthly) and can be terminated at the end of the applicable period with 30 days’ written notice.
15. Termination
Without affecting any right or remedy available to it, either party may terminate these Conditions with immediate effect by giving written notice to the other party if:
(i) the other party commits a material breach of these Conditions which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 30 days after being notified to do so; or
(ii) the other party becomes insolvent.Access to the administration tools of the Auction Marketer will be suspended where a regular licence or maintenance payment is not made via the auto-payment portal or 30 days following the date of invoice (dependent on the agreed client billing schedule) and client access will be suspended until payments are up to date.
16. Consequences of Termination
Upon expiry or termination of these Conditions:
(i) all licences granted by Auction Marketer Ltd to the Client under these Conditions shall terminate immediately; and
(ii) Auction Marketer Ltd shall on request return all data relating to the Products & Services to the Client, and shall provide an electronic copy of all identifiable data relating to the client. A reasonable charge for provision of data will be levied to cover time and materials. Auction Marketer software remains the properly of Auction Marketer Ltd at all times and is not transferrable.
17. Force Majeure
Neither party shall be in breach of these Conditions nor liable for any delay in performing, or failure to perform, any of its obligations under these Conditions if such failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate these Conditions by giving seven days' written notice to the affected party.
18. Confidentiality
18.1 In these Conditions, "Confidential Information" means all information whether technical or commercial (including the Specification and all drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information ought reasonably to be considered confidential given the nature of the information of a similar nature, being at least a reasonable degree of care.
18.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, being at least a reasonable degree of care.
18.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisors, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
18.4 The obligations set out in this clause shall not apply to Confidential Information which the receiving party can demonstrate:
(i) is or has become publicly known other than through breach of this clause;
(ii) was in the possession of the receiving party prior to disclosure by the other party;
(iii) was received by the receiving party from an independent third party who has full right of disclosure; or
(iv) was required to be disclosed by governmental authority or court or tribunal of competent jurisdiction, provided by governmental authority or court or tribunal of competent jurisdiction, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
19. Publicity
Clients agree that all media releases, public announcements (including conversations with third parties) and public disclosures by Auction Marketer Ltd relating to these Conditions or their subject matter, including promotional or marketing material, shall be allowable. Auction Marketer Ltd may use its Client trademarks, trade names, business names or other indicia on the Website without the prior written consent of the Client.
20. Assignment
The Client may not assign or transfer any of its rights or obligations under these Conditions without the prior written consent of Auction Marketer Ltd
21. Entire Agreement
These Conditions (and any schedules to them that have been agreed by the parties) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements between them, whether written or oral, relating to its subject matter.
22. Third Party Rights
A person who is not a party to these Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (The "Act") to enforce any term of these Conditions. This does not affect any right or remedy of a third party which exists, or is available, apart from the Act.23. VariationNo variation of these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
24. Waiver
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
25. Severance
If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
26. Governing Law and Jurisdiction
These Conditions and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or its subject matter or formation (including non-contractual disputes or claims).
27. Additional Terms
27.1 The Client shall provide Auction Marketer Ltd with everything it reasonably requires to complete the project as and when and in the format Auction Marketer Ltd reasonably requires it.
27.2 The Client shall review Auction Marketer Ltd's work, provide feedback and provide any approvals it decides to give in a timely manner.
27.3 Auction Marketer Ltd test its work in current versions of major desktop browsers including those made by Apple (Safari), Google (Chrome), Microsoft (Internet Explorer), Mozilla Firefox and Opera. Auction Marketer Ltd does not support older versions (pre-IE11) and Auction Marketer Ltd shall not be obligated to test in other older browsers unless the Client specifies otherwise. If the Client requires an enhanced design for an older browser, it shall make a written request to Auction Marketer Ltd, who shall provide a separate estimate for the work upon receipt of that request.
27.4 Auction Marketer Ltd acknowledges that testing popular small-screen devices is essential in ensuring that a person's experience of a design is appropriate to the capabilities in ensuring that a person's experience of a design is appropriate to the capabilities of the device they're using. Auction Marketer Ltd tests its work in: (i) iOS: Safari and/or (ii) Android 4.1: Google Chrome, Firefox. Auction Marketer Ltd does not currently test Opera Mini, Blackberry OS or Blackberry QNX, Opera Mobile, Symbian or other mobile browsers. If the Client requires Auction Marketer Ltd to test using these, the Client shall make a written request to Auction Marketer Ltd, who shall provide a separate estimate for the work upon receipt of that request.
27.5 If Auction Marketer Ltd has quoted for responsive web design, it shall test that the design changes to a good standard and provides a good user experience across mobile devices using the applications noted above.
27.6 As standard Auction Marketer is hosted on a pre-configured web hosting system. If a client has agreed their own dedicated hosting in the schedule, the Client is responsible for checking Auction Marketer Ltd's server recommendations and takes responsibility for server support, security, hardening and uptime.
28. General Summary
You have the authority to enter into a contract on behalf of yourself, your company or your organisation.
You’ll give us with everything we need to complete the project as and when and in the format we need it. You’ll review our work, provide feedback and approval in a timely manner.
Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at in this contract.We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner.
You will accept that customised software developoment is complex, and that from time to time production challenges may arise. You agree to manage these interactions professionally and with pragmatism as will Auction Marketer Ltd.
We’ll endeavour to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us. This contract is a legal document under exclusive jurisdiction of the United Kingdom courts.
Last updated 7th July 2025
