Terms & Conditions for Birdly

Effective from: [UK_LAUNCH_DATE]
Last updated: [DATE]

Looking for pricing, renewal or cancellation? Those details are set out separately in our Subscription Terms.

These Terms & Conditions apply to Birdly's B2B service offered through getbirdly.co.uk, getbirdly.uk and related UK service pages.

Definitions

Birdly / the Service: Birdly's information, matching and notification service, which monitors public procurement sources and, where enabled, private jobs, and sends a text message and/or email when an opportunity matches the Customer's criteria.

Subscription: The continuing agreement giving the Customer access to the Service.

Customer / you: The business that signs up for or pays for a Subscription.

Match / notification: A notification about an opportunity Birdly has identified as matching, or potentially matching, the Customer's selected criteria.

Public Contract / Tender: A public-sector procurement opportunity, notice or related procurement process.

Private Job: A job submitted directly to Birdly by an individual, business or organisation for matching with relevant businesses.

Customer Data: Data, documents and content that the Customer or its authorised users submit to Birdly, excluding public procurement data, Birdly software and Birdly's own service data.

Personal Data: Personal data or personal information as defined under applicable data protection law.

1. Acceptance and B2B status

1.1

You accept these Terms when you sign up for or use the paid Birdly Service.

1.2

These Terms are between:

Birdly.dk
CVR no. 35764283
c/o Jonas Bonde Nielsen
Fjordvej 4
4300 Holbæk
Denmark

("Birdly", "we", "us", "our")

and the business shown as the Customer during sign-up.

1.3

The paid Birdly Subscription is offered only to businesses.

By signing up, you confirm that:

• you are entering into the Subscription for business purposes;
• you have authority to bind the business you sign up on behalf of; and
• you are not entering into the Subscription as a consumer.

Because the paid Subscription is B2B, consumer cooling-off rights do not apply to the Subscription.

2. What Birdly does

2.1

Birdly monitors publicly available procurement information and other relevant sources for public-sector opportunities in the UK.

For England, this may include Find a Tender, legacy or historical information from Contracts Finder, and other official or buyer procurement sources used by Birdly from time to time.

Where the private-job feature is enabled, Birdly may also match Private Jobs submitted directly to Birdly.

2.2

Birdly uses criteria such as:

• your trade or services;
• geography;
• preferred contract size;
• classifications;
• keywords; and
• other matching information available in source data or your settings.

2.3

Birdly is an information, matching and notification service.

Unless expressly agreed as a separate service, Birdly:

• does not submit tenders on your behalf;
• does not act as your procurement adviser;
• does not provide legal, financial or procurement-law advice;
• does not guarantee that a tender is suitable for you;
• does not guarantee that you qualify;
• does not guarantee that your bid is compliant; and
• does not guarantee that you will win any contract.

2.4

We work to provide useful and timely matches, but cannot guarantee:

• complete coverage of every relevant opportunity;
• that source data is correct or complete;
• that every notice is detected immediately;
• that a buyer will not amend or withdraw a procurement;
• that third-party tender portals are available; or
• that a Match will remain relevant after you read the complete tender documents.

2.5

Birdly notifications and summaries are a starting point.

You are responsible for:

• opening and checking the original buyer notice;
• reading the full tender documents;
• checking amendments, clarifications, questions and answers;
• confirming deadlines;
• deciding whether the opportunity is commercially suitable; and
• submitting any bid correctly and on time.

The buyer's official procurement documents are the source of truth.

3. Subscription, pricing and cancellation

3.1

Detailed terms for price, free trial, payment date, renewal, saved payment method and cancellation are set out in the Subscription Terms, which form part of your agreement with Birdly.

3.2

The UK Subscription is offered at the price shown before you confirm sign-up.

Current planned UK pricing must be inserted before launch:

• Monthly: ££59 + VAT where applicable
• Annual: ££590 + VAT where applicable

3.3

New Customers receive a 14-day free trial, subject to the Subscription Terms.

3.4

The Subscription renews automatically until cancelled in accordance with the Subscription Terms.

4. Match Guarantee

4.1

Birdly offers a Match Guarantee where the guarantee is shown as part of the Customer's sign-up.

In plain English:

No qualifying Match. No payment for the guaranteed period.

4.2

The guarantee is satisfied if Birdly sends you at least one opportunity within 60 days of your original sign-up that falls within the criteria you selected, including the relevant trade/service, geography and contract-size criteria.

The opportunity may be a public-sector opportunity or Private Job, provided the relevant category is enabled in your settings.

4.3

If Birdly has not sent a qualifying Match within the 60-day period, email support@birdly.dk.

Subject to the conditions below, we will refund the Subscription fee paid for the guaranteed period.

4.4 — Contract-size condition

The Match Guarantee only applies if your contract-size settings meet the minimum guarantee threshold clearly shown in Birdly during sign-up/settings.

If you deliberately restrict your settings below that threshold, you may still use Birdly, but the Match Guarantee does not apply.

4.5 — Very narrow or specialist businesses

The Match Guarantee does not apply where:

• your services are so specialist that opportunities of that kind are not normally published in the markets Birdly covers;
• your chosen geography is unusually narrow;
• your combination of criteria makes the available market exceptionally small; or
• Birdly has clearly told you before sign-up that the relevant category is not covered by the guarantee.

We can only find opportunities that exist.

4.6

The Match Guarantee does not mean that:

• you will win a contract;
• you are eligible for every Match;
• a buyer will accept your tender; or
• a particular value of work will be available.

It guarantees a qualifying Match, not a win.

5. Payment and VAT

5.1

You pay using the payment methods shown during UK checkout.

5.2

Because Birdly is a continuing Subscription, your payment method may be stored securely by our payment provider for recurring payments.

Birdly does not store your full card number or card security code.

5.3

You may update the stored payment method using the functionality Birdly makes available or by contacting support.

5.4

UK prices are shown in pounds sterling (GBP) and are exclusive of VAT unless expressly stated otherwise.

VAT treatment depends on applicable tax rules and Customer status.

Where Birdly does not charge UK VAT because a reverse-charge mechanism applies, the Customer is responsible for accounting for VAT in accordance with applicable law.

5.5

Invoices or receipts are sent to or made available using the Customer's registered email address.

5.6

If payment fails, Birdly may retry payment, ask for an updated payment method and suspend the Service until payment is received.

6. Customer responsibilities

6.1

You are responsible for keeping business information, contact details, trade/service settings, geography, contract-size criteria and other matching preferences accurate and up to date.

Birdly is not responsible for missing or inaccurate Matches caused by incorrect or incomplete settings.

6.2

You must keep your mobile number and email address current.

6.3

You must use Birdly lawfully and must not:

• use the Service for unlawful, fraudulent or harmful purposes;
• interfere with or disrupt the Service;
• attempt unauthorised access;
• bypass security measures;
• scrape or automatically extract Birdly data except where expressly authorised;
• resell or redistribute Birdly Matches/data as a competing service; or
• infringe third-party rights.

6.4

You are responsible for your bids, quotes, communications with buyers and contractors, and any contract you enter into as a result of a Match.

7. Customer Data ownership

7.1

As between Birdly and the Customer, the Customer owns its Customer Data.

7.2

You grant Birdly a limited, non-exclusive right to host, copy, store, process and transmit Customer Data only as reasonably necessary to:

• provide the Service;
• support the Customer;
• secure the Service;
• comply with law; and
• process the data as described in the Privacy Policy and, where applicable, the Data Processing Agreement.

7.3

You confirm that you have the rights and lawful basis necessary to upload and instruct Birdly to process Customer Data.

7.4

Customer Data does not include:

• public procurement notices/public-source data;
• Birdly's software;
• Birdly's matching logic;
• Birdly's templates;
• Birdly's branding/documentation; or
• information properly aggregated or anonymised so it no longer identifies the Customer or an individual.

7.5

Birdly may use properly aggregated or anonymised information to operate, measure and improve the Service and publish non-identifying statistics.

8. Changes to the Service

Birdly may improve, add or remove features from time to time. If we discontinue a material feature that an active paying Customer substantially relies on, we will give reasonable advance notice where reasonably practicable.

The Subscription is for the Customer's business and may not be assigned, sold or made available to an unrelated third party without Birdly's written consent.

9. Availability and third parties

Birdly aims to keep the Service available, but it is provided on an "as is" and "as available" basis. We do not guarantee uninterrupted or error-free operation.

Birdly depends on third-party services and data sources, including government procurement services, buyer tender portals, hosting, messaging, email, payment and telecommunications providers.

Birdly is not responsible for outages, errors or changes caused by those third parties outside Birdly's reasonable control.

When an external link takes you to a buyer or third-party tender portal, that third party's terms/privacy practices apply.

10. Bid template — use and responsibility

Where Birdly makes a bid/tender template available, it is an optional assistance tool only.

It is not legal, financial or procurement-law advice and does not guarantee a compliant or successful bid.

The template does not replace the complete official tender documents.

You must check buyer requirements, deadlines, award criteria, mandatory forms, clarifications, amendments, portal requirements and submission instructions.

Pre-filled information may come from public sources or information previously provided by you. You must verify it.

Birdly is not responsible for errors or omissions caused by inaccurate public data, your entries/uploads, buyer changes or information Birdly has not received.

You must not upload unlawful material, malware, material you do not have the right to use, or personal data you have no lawful basis to process.

11. Intellectual property

Birdly's software, design, templates, branding, trade marks, documentation and original website content belong to Birdly or its licensors.

Your Subscription gives you a limited, non-exclusive and non-transferable right to use Birdly for your own internal business purposes during the active Subscription.

12. Liability

12.1

Birdly is not responsible for commercial decisions you make based on a Match, including whether/how much to bid, whether a contract is profitable, buyer decisions or procurement outcomes.

12.2

To the maximum extent permitted by law, Birdly is not liable for loss of profit, revenue, anticipated savings, contracts, business opportunity, goodwill, business interruption, or indirect/consequential loss.

12.3

To the maximum extent permitted by law, Birdly's total aggregate liability arising from the Service or these Terms is limited to the amount paid by the Customer during the 12 months immediately before the event giving rise to the claim, subject to an overall maximum of the GBP equivalent of DKK 5,000 calculated at the exchange rate applicable on the date the claim arose.

Optional before launch: replace with a fixed GBP cap if Jonas chooses one.

12.4

Nothing in these Terms excludes or limits liability to the extent it cannot legally be excluded or limited, including liability for death/personal injury caused by negligence where non-excludable, fraud/fraudulent misrepresentation, or another mandatory liability.

12.5

Any limitation/exclusion is intended to apply only to the extent valid and reasonable under the law applicable to the relevant claim.

13. Suspension and termination for misuse

Birdly may suspend or terminate access without notice where reasonably necessary because of material breach, fraud/suspected fraud, unlawful use, security risk, attempted unauthorised access, scraping/abuse, serious interference or non-payment.

Where reasonably practicable, Birdly will give the Customer an opportunity to remedy a breach before permanent termination.

14. Data protection

Birdly processes personal information as described in the Privacy Policy.

Where Birdly acts as processor of Customer Personal Data on the Customer's behalf, the Data Processing Agreement forms part of the agreement.

For Birdly's own account administration, billing, security, analytics, legal compliance and Private Job matching purposes where Birdly determines purposes/means, Birdly acts as an independent controller.

15. Force majeure

Birdly is not liable for failure/delay caused by events outside reasonable control, including public procurement source failure, telecom/internet outage, power failure, third-party cyber incidents, government action, war, terrorism, civil unrest, natural disaster, strike or material supplier failure.

Birdly will take reasonable steps to restore the Service.

16. Changes to these Terms

Birdly may update these Terms. Material changes affecting an active paid Subscription will be notified with reasonable notice by email and/or through the Service.

Where a change materially disadvantages the Customer, Birdly will give reasonable notice before it takes effect.

Continued use after the effective date constitutes acceptance unless mandatory law requires otherwise.

17. General

Entire agreement

These Terms, together with the Subscription Terms, Privacy Policy and DPA where applicable, form the agreement concerning the Service.

Severability

If part is held invalid/unenforceable, the rest continues.

No waiver

Failure to enforce a right immediately does not waive it.

Assignment

The Customer may not assign the agreement without Birdly's written consent. Birdly may assign it as part of a sale, merger, restructuring or transfer of Birdly, provided this does not unlawfully reduce Customer rights.

Survival

Provisions that by nature should continue after termination remain effective, including intellectual property, Customer Data, liability, confidentiality/data protection where relevant, and governing law.

18. Governing law and disputes — B2B

These Terms and the B2B Subscription are governed by the laws of Denmark, without prejudice to mandatory rules that apply regardless of choice of law.

To the extent permitted by applicable law, the District Court of Holbæk, Denmark has exclusive jurisdiction as court of first instance for disputes arising out of or connected with the B2B agreement.

19. Contact

Birdly.dk
CVR no. 35764283
c/o Jonas Bonde Nielsen
Fjordvej 4
4300 Holbæk
Denmark

Email: support@birdly.dk