Bid Solutions’ Terms and Conditions — Job Advertising

These Terms, together with the Order Form, the DPA, the Acceptable Use Policy, the Privacy Policy and the Cookie Policy constitute the entire agreement between Bid Solutions and the Customer in respect of the Services (Agreement).

By submitting an Order Form for the Services, the Customer accepts and agrees to be bound by the Agreement. Any other terms or conditions sought to be imposed by the Customer (including terms in any insertion or purchase order, email or acknowledgement) are expressly excluded and shall not be binding on Bid Solutions.

The Customer confirms that it is entering into the Agreement in the course of a business and not as a consumer, and that the person submitting the Order Form is authorised to bind the Customer. Bid Solutions does not contract with consumers and may require evidence of the Customer’s business status, including a company or tax registration number, before accepting an order.

These Terms govern only the Services purchased by the Customer. They do not govern the free listings published on the Bid Marketplace which are sourced from third party job feeds and which Bid Solutions does not advertise on behalf of any customer; those listings are governed by the Website Terms of Use published on the Website, including the Listing Takedown and Complaints Policy at clause 5A of those terms.

1. Definitions and interpretation

1.1 In these Terms:

Term	Meaning
Advertising	means the Customer’s advertising to be displayed on the Website and, where the Feature Job Post & Social service is purchased, on third party sites, as specified by the Customer in the Order Form. Advertising does not include any Aggregated Listing;
Advertising Laws	means all laws, regulations and codes of practice which are applicable to the Advertising Services (including the UK Code of Non-broadcast Advertising, Sales Promotions and Direct Marketing (CAP Code) and all other codes under the general supervision of the Advertising Standards Authority, Trading Standards and/or the Competition and Markets Authority, the Equality Act 2010, the Employment Agencies Act 1973 and the Conduct of Employment Agencies and Employment Businesses Regulations 2003, and the Business Protection from Misleading Marketing Regulations 2008), and the equivalent laws, regulations and codes of practice of the country in which the vacancy is located and of any other country in which the Advertising is published;
Advertising Publication Date	means the date for publication by Bid Solutions of the Advertising as specified by the Customer in the Order Form;
Acceptable Use Policy	means the Bid Solutions Acceptable Use Policy published at https://bidsolutions.com/aup/, as amended from time to time, which sets out the standards that apply to job advertisements and other content on the Website;
Aggregated Listing	means a job listing published on the Bid Marketplace which is sourced from a third party job feed or other public source and which is not Advertising purchased by a Customer;
AI Tool	means any artificial intelligence, machine learning, large language model, generative AI or algorithmic system, whether standalone or embedded in other software, used to generate, transform, analyse, score, rank or filter text, data or candidate information;
Bid Marketplace	means the Bid Solutions marketplace at marketplace.bidsolutions.com, comprising the Bid & Proposal Salary Index and the global bid and proposal job board, and any successor or replacement address;
Bid Solutions	means Bid Solutions Limited, company registered number 05194464, whose registered office is at 12 King Street, Leeds, LS1 2HL;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Candidate	means an individual who contacts the Customer in response to Advertising or (in relation to the Talent Outreach service only) whose details are supplied to the Customer by Bid Solutions;
Candidate Data	means personal data relating to a Candidate, including any curriculum vitae, application, contact details and correspondence, supplied by or through Bid Solutions to the Customer;
Confidential Information	means all information of a confidential nature (in any form) which is imparted or disclosed to, or otherwise obtained by a party (whether directly or indirectly) including the other party’s know-how, trade secrets, financial, commercial, technical, tactical, strategic, marketing or customer information, employee information, any information agreed to be or marked as confidential, any other information a party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a party’s business;
Customer	means the company or other entity purchasing Services described in the Order Form;
Customer Data	means the Customer’s copy, logos, artwork, designs, brand and product information, creative materials, digital materials and any other information or materials supplied by the Customer to Bid Solutions in connection with the Agreement;
Data Protection Legislation	(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, including the Data Protection Act 2018 and the Data (Use and Access) Act 2025; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data; or (c) any other law relating to the protection of personal data applicable to a party’s processing in connection with this Agreement;
DPA	the Data Processing Addendum at bidsolutions.com/DPA, as varied from time to time in accordance with clause 14.5;
EU GDPR	the General Data Protection Regulation ((EU) 2016/679);
Fees	means the fees for the Services as set out in the Order Form;
Good Industry Practice	means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
Intellectual Property Rights	means copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, the right to sue for passing off, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;
Order Form	means the job advertising order form on the Website, or any other written order or proposal for the Services accepted by the Customer, incorporating these Terms;
Payment Provider	means the third party payment services provider used by Bid Solutions to process card payments for the Services;
Posting Period	means the period for which the Advertising is displayed as set out on the Website or in the Order Form;
Sanctions Authority	means each of the United Kingdom, the European Union and its member states, the United States of America and the United Nations Security Council, and any of their respective governmental, judicial or regulatory authorities responsible for the administration of economic or trade sanctions;
Services	means the Feature Job Post; Feature Job Post & Social; and Talent Outreach services as further described on the Website;
Terms	means these Terms and Conditions (Job Advertising);
UK GDPR	has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
VAT	means United Kingdom value added tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom; and
Website	means the websites at the URL bidsolutions.com (including bidsolutions.com/bid-recruitment/advertise-your-job/) and marketplace.bidsolutions.com, or any other websites under Bid Solutions’ control, whether partial or otherwise, and including the Website content, databases, software, code and graphics.

1.2 In this Agreement:

1.2.1 a reference to a “party” is to a party to this Agreement and includes that party’s personal representatives, successors and permitted assigns;

1.2.2 a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

1.2.3 a reference to a gender includes each other gender;

1.2.4 words in the singular include the plural and vice versa;

1.2.5 any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.6 any clause headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;

1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time, and, where the vacancy or the Customer is located outside the United Kingdom, includes a reference to the equivalent legislation of that country; and

1.2.8 controller, processor, personal data, process and processing shall have the meaning as set out in the Data Protection Legislation.

1.3 In the event of any conflict or inconsistency between different parts of this Agreement, the terms of the Order Form shall have priority over the Terms.

2. Commencement and duration

2.1 The Customer’s submission of a completed Order Form is an offer to purchase the Services on these Terms. No contract comes into existence until Bid Solutions accepts that offer, which it does (as applicable) by taking payment through the Payment Provider, by confirming the order in writing, or by commencing provision of the Services. Where payment is taken, this Agreement commences when payment has cleared.

2.1A Bid Solutions may review an Order Form before accepting it and may decline it for any reason, including where the featured slots for the relevant role and country are fully allocated, where the Advertising does not comply with clause 4 or the Acceptable Use Policy, or where clause 5A applies. Where an order is declined, no charge is made or, if a charge has been taken, it is refunded in full.

2.2 Bid Solutions reserves the right in its sole and absolute discretion to refuse to offer the Services to any person or organisation.

2.3 Subject to any extension or renewal period agreed between the parties in writing, this Agreement shall remain in force until the Services have been supplied unless terminated earlier in accordance with clause 9.

2.4 Availability of featured slots. The number of featured slots available for any role and country is limited and is confirmed only on acceptance of an Order Form. If a slot becomes unavailable after acceptance, Bid Solutions shall notify the Customer and refund the Fees for the affected Advertising in full, and shall have no further liability.

2.5 Extensions. An extension of a Posting Period purchased from a reminder email or otherwise constitutes a new order on these Terms, taking effect from the end of the current Posting Period.

3. Bid Solutions’ obligations

3.1 Subject to the Customer’s compliance with this Agreement, Bid Solutions shall:

3.1.1 perform its obligations under the Agreement in accordance with Good Industry Practice, using all due skill, care and diligence; and

3.1.2 use reasonable endeavours to deliver the Services in accordance with the specifications set out in the Order Form.

3.2 The Customer acknowledges and agrees that the numbers of “unique candidate visits” and any other traffic, audience or reach figures stated on the Website are provided as estimates only, based on the most recent analytics available to Bid Solutions, and do not constitute a representation or warranty as to the number of responses any Advertising will receive.

3.3 Where the Services are purchased online, Advertising will be published as soon as reasonably practicable after Bid Solutions has accepted the Order Form and payment has cleared, and normally within one hour. Where the Services are purchased other than online, Advertising will be published on the Advertising Publication Date or, if none is specified, within one Business Day of acceptance. The Posting Period runs from publication.

3.4 The Customer will be notified by email when the job advert has gone live.

Third party sites

3.5 Where Advertising is posted on third party recruitment web sites as part of the Feature Job Post & Social service, Candidate details will be sent to Bid Solutions by those sites in the first instance. Bid Solutions will then forward any such Candidate details to the Customer as soon as reasonably practicable. Bid Solutions does not control, and is not responsible for, the availability, presentation or performance of any third party site.

Make good

3.6 If, through the fault of Bid Solutions, Advertising is not published at all, is published materially incorrectly, or is unavailable on the Website for a continuous period of more than 24 hours during the Posting Period, the Customer shall notify Bid Solutions within 5 Business Days and Bid Solutions shall, at its option and as the Customer’s sole remedy: (a) republish the Advertising for the unused part of the Posting Period; (b) extend the Posting Period by an equivalent period; or (c) issue a credit against the Fees for the affected part of the Posting Period.

Aggregated Listings

3.7 The Bid Marketplace also publishes Aggregated Listings. Bid Solutions does not advertise those vacancies on behalf of any employer, does not represent any employer in relation to them, is not recruiting for them, and does not verify them. Aggregated Listings are labelled as such and are published subject to the Website Terms of Use, including the Listing Takedown and Complaints Policy at clause 5A of those terms. Nothing in this Agreement gives the Customer any right in respect of Aggregated Listings, and the presence or absence of an Aggregated Listing does not affect the Services.

4. Customer obligations

4.1 The Customer shall:

4.1.1 cooperate with Bid Solutions in all matters relating to the Services and respond promptly to any request by Bid Solutions for approval or information reasonably required by Bid Solutions in connection with the Services;

4.1.2 ensure the Customer Data are accurate and complete in all material respects;

4.1.3 ensure that any and all advertising and marketing claims incorporated in any Advertising in relation to its products and services comply with all applicable laws, including the Advertising Laws; and

4.1.4 comply with the Acceptable Use Policy (and in particular the standards it sets for job advertisements) and agrees not to:

1. misuse or attack the Website by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack);
2. conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Website or any services provided via, or in relation to, the Website, including using (or permitting, authorising or attempting the use of):
3. any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Website or any data, content, information or services accessed via the same; or

2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations; or
3. attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
4. Bid Solutions expressly reserves all rights in the Website and its content, including for the purposes of any text and data mining exception under the Copyright, Designs and Patents Act 1988 or any successor provision. This clause 4.1.4(b) and this reservation constitute an express reservation of rights for those purposes.

4.2 Advertising which appears to discriminate on the grounds of any protected characteristic within the meaning of the Equality Act 2010 (namely age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation) is unlawful and may result in proceedings being taken against both the Customer and Bid Solutions. Advertising is accepted by Bid Solutions on the basis that the Customer confirms that any requirement or qualification which may appear to discriminate unlawfully is in compliance with any occupational requirement, positive action provision or other exemption available under the relevant legislation, and the Customer shall provide details of the exemption relied on if asked. Notwithstanding this confirmation, if Bid Solutions nonetheless believes that Advertising may be discriminatory, Bid Solutions may at its discretion either amend the Advertising or remove it from the Website without liability to the Customer to make any refund of amounts paid in respect of the posting or otherwise and will inform the Customer accordingly.

4.2A Where the vacancy is located outside the United Kingdom, clause 4.2 applies as if the reference to the Equality Act 2010 were a reference to the equivalent anti-discrimination legislation of the country in which the vacancy is located, and the Customer shall in any event ensure that the Advertising does not discriminate on any ground protected by that legislation. Advertising which states or implies a requirement as to nationality, citizenship, first language or “native speaker” status is accepted only where the Customer has confirmed in writing the lawful basis on which the requirement is imposed, and Bid Solutions may decline or remove such Advertising under clause 4.5 pending that confirmation.

4.3 The Customer shall be responsible for the Customer Data provided, and Advertising published, in connection with this Agreement and Bid Solutions shall not provide any refund or compensation to the Customer in the event that the wrong Customer Data are delivered to Bid Solutions and subsequently published by Bid Solutions.

4.4 The publication of the Advertising by Bid Solutions does not mean that Bid Solutions approves the Advertising or in any way accepts that the Advertising has been provided in accordance with the Agreement or that Bid Solutions has in any way waived its rights under the Agreement.

4.5 Bid Solutions reserves the right to reject, remove, suspend or change the position of, any Advertising which it considers unsuitable or which is not in accordance with this Agreement or the Acceptable Use Policy without liability to the Customer. Where Bid Solutions removes Advertising under this clause for a reason other than the Customer’s breach of this Agreement, it shall refund the Fees attributable to the unexpired part of the Posting Period.

4.6 Complaints about Advertising. Where a third party asks Bid Solutions to remove or correct the Advertising, Bid Solutions will notify the Customer and give it a reasonable opportunity to respond, and the Customer shall respond within 2 Business Days. Bid Solutions may remove the Advertising immediately, without waiting for a response, where it reasonably believes the Advertising is unlawful, fraudulent or discriminatory, or that leaving it in place would expose any person to harm. Requests of this kind are handled under the Listing Takedown and Complaints Policy at clause 5A of the Website Terms of Use.

4.7 Complaints by the Customer. If the Customer is dissatisfied with the Services it should notify Bid Solutions, and the complaints procedure at clause 15 of the Website Terms of Use applies, without prejudice to clauses 3.6 and 12.

5. Fees and payment

5.1 The Customer shall pay the Fees for the Services as set out in the Order Form.

5.2 Bid Solutions may amend its rates for Services at any time by amending the Order Form, effective immediately on publication of the amended Order Form and such new rates shall apply to any order made after the date of publication of the Order Form. Any order made prior to such rate change shall not be affected by the rate change.

5.3 Any discounts agreed are confidential and may not be disclosed by the Customer. If any Services to be used within any time period specified on the Order Form are not used within that period of time, they may not be carried over into any subsequent period without Bid Solutions’ prior written consent.

5.4 All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law.

5.4A Fees are stated and payable in pounds sterling. Where the Customer’s payment card or bank account is denominated in another currency, any conversion and any associated charge is a matter between the Customer and its provider, and the Customer remains liable for the full sterling amount.

5.4B Taxes on international supplies. The Customer shall provide its country of establishment and, where it has one, its VAT, GST or other tax registration number before an order is accepted. Where the supply is made to a business established outside the United Kingdom, Fees are stated exclusive of UK VAT and the Customer is responsible for accounting for any VAT, GST, sales tax or similar tax due in its own jurisdiction under the reverse charge or equivalent mechanism. The Customer is responsible for all taxes and duties imposed on it in connection with the Services, other than tax on Bid Solutions’ income. All payments shall be made free and clear of any withholding or deduction for tax; if any is required by law, the Customer shall increase the amount payable so that Bid Solutions receives the amount it would have received had no withholding been required.

5.5 When payment is due. Unless the Order Form states otherwise, the Fees are payable in advance at the time the Order Form is submitted. Where Bid Solutions has agreed to invoice the Customer, the Fees are payable within 5 days of the date of the invoice. Clauses 5.5 (second sentence), 5.7, 5.8 and 9.2 apply only where Bid Solutions has agreed to invoice the Customer.

5.6 No set-off. The Customer shall pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding, except as required by law.

5.7 Late payment. Without limiting its other rights, Bid Solutions may charge interest on any overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate of 8% per annum above the base rate from time to time of the Bank of England, from the due date until payment, together with the fixed sum and reasonable recovery costs provided for by that Act.

5.8 Suspension. Without limiting its other rights, where any amount remains unpaid more than 3 days after the due date Bid Solutions may, on notice to the Customer, suspend the Services and remove or unpublish any Advertising until payment is made in full, without liability to the Customer and without extending the Posting Period.

5.9 Card payments and chargebacks. Card payments are processed by the Payment Provider. Bid Solutions does not store or have access to the Customer’s full card details. The Customer warrants that it is authorised to use the payment method submitted. If a chargeback, payment reversal or dispute is raised in respect of any payment, Bid Solutions may immediately remove the Advertising without notice, the Fees remain payable in full together with any fee charged by the Payment Provider, and Bid Solutions may decline to accept further orders from the Customer.

5A. Sanctions and trade controls

5A.1 Each party warrants that it is not, and is not owned or controlled by a person who is, the subject of sanctions imposed by a Sanctions Authority.

5A.2 The Customer shall not use the Services to advertise a vacancy located in, or to promote the business of a person established in, a territory subject to comprehensive sanctions imposed by a Sanctions Authority.

5A.3 Bid Solutions may decline, suspend or terminate an order, and remove any Advertising, without liability, where it reasonably believes that to continue would breach, or expose it to the risk of breaching, any sanctions, export control or anti-money-laundering law. Where it does so for a reason other than the Customer’s breach, it shall refund the Fees attributable to the unexpired part of the Posting Period.

6. Customer warranties and indemnity

6.1 The Customer warrants, on behalf of itself and, where the Customer is acting for a third party advertiser, on behalf of that advertiser, that all Customer Data, the Advertising, and any destination site linked to from such Advertising:

6.1.1 are accurate, complete, true and not misleading;

6.1.2 are legal, truthful, honest and decent and otherwise comply with the provisions of all applicable laws, including Advertising Laws;

6.1.3 comply with the obligations of the Customer pursuant to this Agreement;

6.1.4 are not libellous, nor do they incite hatred, violence or discrimination, nor are they obscene;

6.1.5 do not infringe the rights of any third party (including any person’s Intellectual Property Rights); and

6.1.6 are free of any viruses, adware, malware, bit torrents, and will not cause an adverse effect on the operation of the Website;

6.1.7 describe a genuine vacancy that the Customer, or the third party advertiser on whose behalf it is acting, intends to fill; and

6.1.8 where produced with the assistance of an AI Tool, have been checked by the Customer and meet the warranties in clauses 6.1.1 to 6.1.7; and

6.1.9 are advertised with the authority of the employer in respect of the vacancy, and the Customer has the right to instruct Bid Solutions to publish the Advertising and to use the Customer Data for that purpose.

6.1.10 comply with the Acceptable Use Policy, including its standards for job advertisements.

6.2 The Customer shall defend, indemnify and hold harmless Bid Solutions against all claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) brought or threatened by a third party and arising out of or in connection with the Customer’s use of the Services, the Customer Data, the Advertising and/or any breach of this Agreement by the Customer, save to the extent that such claims arise from Bid Solutions’ own breach of this Agreement, negligence or wilful default.

7. Responses to advertisements

7.1 Where the vacancy is located in Great Britain, the Customer will provide the following information to Candidates, and where the vacancy is located elsewhere the Customer will provide the equivalent information required by the law of that country:

7.1.1 the Customer’s full corporate name, address and registered number, or (if it is not incorporated) its full business and trading name and address, and the nature of its business;

7.1.2 the nature of the vacancy, including the type of work involved, its location, the hours of work, the commencement date and the likely duration;

7.1.3 any risks to health and safety known to the Customer and the steps taken by the Customer to prevent or control such risks;

7.1.4 the experience, training, qualifications and any authorisations which are required by the Customer, including any qualifications or authorisations required by law or any applicable professional body;

7.1.5 any expenses payable by or to Candidates;

7.1.6 the minimum rate of remuneration, the intervals of payment and any other benefits;

7.1.7 the length of notice to which the Candidate would be entitled to receive or be required to give for termination of employment;

7.1.8 whether the Customer intends to engage the Candidate otherwise than as an employee on a contract of service;

7.1.9 whether the vacancy entails caring for or attending one or more vulnerable persons, including persons under the age of 18 and/or any person who by reason of age, infirmity, illness, disability or any other circumstance is in need of care or attention.

7.2 The Customer will satisfy itself as to the suitability of any Candidate for job vacancies. Without prejudice to the generality of the above, the Customer acknowledges and agrees that it is the Customer’s responsibility to:

7.2.1 take up and verify references relating to the Candidate’s qualifications, skills, character and experience;

7.2.2 check the validity of the Candidate’s qualifications;

7.2.3 ensure, where appropriate, that the Candidate is capable of operating any equipment or machinery to the necessary level;

7.2.4 check the Candidate’s right to work in the country in which the work is to be performed, in the manner prescribed by the competent authority of that country from time to time (and, for vacancies in the United Kingdom, in the manner prescribed by the Home Office from time to time (including, from 1 October 2026, any prescribed digital identity verification step), retain evidence of that check, and obtain any certificate of sponsorship, visa, work permit or other authorisation needed to enable the Candidate to work there; and

7.2.5 satisfy itself, in a manner compliant with section 60 of the Equality Act 2010 (or, where the vacancy is located outside the United Kingdom, the equivalent restriction on pre-offer health enquiries under local law), as to any health-related requirement genuinely necessary for the role, any such enquiry being made only after an offer has been made or in the other circumstances permitted by that section, and satisfy any other qualifications required by law.

7.3 The Customer agrees to deal fairly and professionally with Candidates and not do anything which may bring Bid Solutions into disrepute.

7.4 Bid Solutions does not guarantee any response to the job advertisement or that the responses will be from individuals suitable for the job advertised.

7A. Use of artificial intelligence

7A.1 The parties acknowledge that AI Tools are widely and legitimately used in recruitment and advertising, and nothing in this Agreement prevents either party from using them. This clause records how they will do so.

7A.2 Human involvement. The Customer shall not reject, shortlist or select a Candidate by solely automated means without meaningful human involvement in the decision, as required by Article 22 of the UK GDPR or the equivalent provision of any other applicable data protection law, and shall provide Candidates with the information required by the Data Protection Legislation about any such processing.

7A.3 Confidentiality and candidate data. Neither party shall input Candidate Data into a free or consumer AI service whose terms permit the provider to publish the input or use it to train a publicly available model.

7A.4 Fairness. Each party shall take reasonable steps to satisfy itself that any AI Tool it uses to screen or assess Candidates does not produce outcomes that would breach the Equality Act 2010 or the equivalent anti-discrimination law applicable to the vacancy.

7A.5 Advertising copy. The Customer remains responsible under clause 6.1 for all Advertising, whether or not produced with the assistance of an AI Tool.

7A.6 Transparency. Each party shall, on reasonable request from the other, explain in general terms how it has used AI Tools in connection with the Services, and shall provide the information the other reasonably needs to answer a Candidate’s question or a regulator’s enquiry about that use.

7A.7 Regulatory compliance. The Customer shall comply with any law applicable to it governing the use of artificial intelligence in recruitment, including (where applicable to the Customer) Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act) in respect of AI systems used for the recruitment or selection of candidates, and shall not by its use of any AI Tool cause Bid Solutions to be in breach of any such law.

7B. Scope of Bid Solutions’ role

7B.1 In providing the Services, Bid Solutions publishes the Customer’s Advertising. It does not source, screen, select, interview or recommend Candidates, and it is not the Customer’s agent in relation to any vacancy.

7B.2 Bid Solutions does not represent the Customer to any Candidate, and the Customer shall not state or imply that Bid Solutions is recruiting for, or is retained in relation to, the vacancy, unless the Customer has separately engaged Bid Solutions to do so under its Terms and Conditions for Supply of Consultants or its permanent recruitment terms.

8. Intellectual property

8.1 The Customer (or, where the Customer is acting for a third party advertiser, that advertiser) is the owner or licensee of all Intellectual Property Rights in the Customer Data.

8.2 The Customer (on behalf of itself or, where applicable, that advertiser) grants to Bid Solutions a worldwide, non-exclusive, royalty-free licence to use the Customer Data to provide the Advertising Services in accordance with the Agreement, including the right to publish the Advertising on the Website, on the Bid Marketplace and, where the Feature Job Post & Social service is purchased, on third party sites, and to include it in search engine listings and in emails to registered candidates.

8.3 All Intellectual Property Rights in the Website, and in any database of job listings, salary data or Candidate Data compiled by Bid Solutions, remain the property of Bid Solutions. Nothing in this Agreement transfers any such rights to the Customer.

9. Termination

9.1 Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

9.1.1 the other party commits a material breach of this Agreement and such breach is not remediable;

9.1.2 the other party commits a material breach of this Agreement which is capable of remedy but is not remedied within 20 Business Days of receiving written notice of such breach; or

9.1.3 the other party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes subject to a moratorium under Part A1 of the Insolvency Act 1986 or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or becomes subject to a restructuring plan under Part 26A of the Companies Act 2006 or a scheme of arrangement under Part 26 of the Companies Act 2006 or any analogous event occurs in any applicable jurisdiction.

9.2 Bid Solutions may terminate this Agreement immediately by notice in writing to the Customer if any amount payable by the Customer remains unpaid more than 5 days after the due date.

10. Consequences of termination

10.1 In the event that this Agreement expires or is terminated for any reason:

10.1.1 Bid Solutions shall cease all further performance of the Services;

10.1.2 each party shall destroy or return (at the other party’s election) all Confidential Information in its possession or under its control and all copies of such information, save to the extent it is held in routine electronic backups or is required to be retained by law or by a regulator, in which case the obligations in clause 13 continue to apply to it; and

10.1.3 the Customer shall comply with clause 15 in respect of Candidate Data.

10.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

10.3 Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination, including clauses 6.2, 7B, 8, 10, 12, 13, 14, 15, 22 and 26 to 28.

11. Cancellation policy

11.1 The Customer may cancel the Services at any time by notice in writing to Bid Solutions. On cancellation:

11.1.1 where the Customer cancels before the Advertising has been published, or before the Talent Outreach service has been made available, the Customer shall pay 50% of the applicable Fees by way of an administration charge, representing the costs Bid Solutions has incurred in processing and preparing the order;

11.1.2 where the Customer cancels within 24 hours of publication, Bid Solutions shall refund 50% of the Fees for that Advertising as a goodwill measure, and the Advertising will be removed;

11.1.3 where the Customer cancels more than 24 hours after publication, or once the Talent Outreach service has been made available, the Customer remains liable for payment in full of the applicable Fees and no refund is due in respect of any unexpired part of a Posting Period; and

11.1.4 this clause does not affect the Customer’s rights under clause 3.6, or Bid Solutions’ obligation to refund under clauses 2.1A, 2.4, 4.5 and 5A.3.

12. Limitation of liability

12.1 Bid Solutions will exercise reasonable care and skill in the handling and publishing of the Advertising in accordance with the details set out in the Order Form, but Bid Solutions cannot guarantee the time, dates and/or position of the Advertising, subject to clause 3.6.

12.2 Bid Solutions does not guarantee that the Website, or any content on it, will always be available or be uninterrupted.

12.3 Subject to clause 12.5, Bid Solutions shall not be liable in contract, tort (including negligence, breach of statutory duty), or otherwise for any:

12.3.1 loss of profit;

12.3.2 loss of opportunity;

12.3.3 loss of goodwill or reputation;

12.3.4 loss of anticipated saving;

12.3.5 loss of revenue;

12.3.6 loss of data or information; and/or

12.3.7 any indirect, special or consequential loss.

12.4 Subject to clause 12.3 and 12.5, the maximum liability of Bid Solutions to the Customer under or in connection with the Agreement, whether arising from contract, tort (including negligence, breach of statutory duty, or otherwise) shall not exceed the total Fees paid or payable under the applicable Order Form.

12.5 Nothing in the Agreement will limit or exclude Bid Solutions’ responsibility for death or personal injury resulting from its own negligence, fraud or fraudulent misrepresentation or any other liability that cannot be limited or excluded by law.

12.6 Except as expressly set out in this Agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of the parties under this Agreement are excluded insofar as it is possible to do so in law.

12.7 Bid Solutions has no liability to the Customer in respect of any Aggregated Listing, including the accuracy, availability, removal or non-removal of any Aggregated Listing or any link contained in it.

13. Confidential information

13.1 Subject to clauses 13.2 and 13.3, each party agrees that it will:

13.1.1 keep the Confidential Information confidential and will not disclose it to any third party;

13.1.2 only use the Confidential Information as strictly necessary for the performance of its obligations under the Agreement; and

13.1.3 take all reasonable measures to maintain the confidentiality of the Confidential Information in its possession or control, which will be of a standard which is at least equivalent to the measures that it uses to maintain the confidentiality of its own Confidential Information of similar nature and importance.

13.2 Where strictly necessary for the performance of its obligations under this Agreement, a party may disclose the other party’s Confidential Information to consultants, sub-contractors, agents or professional advisors, provided always that that party ensures that each such third party to whom Confidential Information is disclosed is aware of the confidential nature of the Confidential Information prior to any such disclosure and that it complies with this clause 13 as if it were a party to this Agreement.

13.3 The provisions of clause 13.1 shall not apply to:

13.3.1 any information that is, or was already known or available to the receiving party, otherwise than pursuant to or through breach of any confidentiality obligation owed to the disclosing party;

13.3.2 any information that is, or becomes, in the public domain other than through any breach of this Agreement (save that any publicly available information shall be classified as Confidential Information where it is compiled in a form that is not in the public domain);

13.3.3 information that is disclosed to the receiving party, without any obligation of confidence to the disclosing party, by a third party that is not itself under or in breach of any obligation of confidentiality;

13.3.4 information that is independently developed by or on behalf of the receiving party without using information supplied by the disclosing party; and

13.3.5 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Agreement.

13.4 This clause shall remain in force for a period of 3 years from the termination or expiry of this Agreement, save that it shall continue indefinitely in respect of trade secrets and of any Confidential Information which is personal data.

14. Data protection

14.1 Both parties will comply with all applicable requirements of the Data Protection Legislation.

14.2 Bid Solutions is the controller of email addresses and other personal data entered by the Customer on the Order Form, as well as other Customer billing and account contact information which is required to administer the Agreement. Bid Solutions shall process such personal data in accordance with its Privacy Policy. Where the Customer or an individual is established in the European Economic Area, Bid Solutions’ representative appointed under Article 27 of the EU GDPR is identified in the Privacy Policy.

14.3 To the extent that Customer Data contains personal data, Bid Solutions (acting as processor) shall process that data on behalf of the Customer (acting as controller) when performing the Services. In that capacity both parties will comply with all applicable requirements of the DPA.

14.4 Candidate Data. In respect of Candidate Data, the parties acknowledge that Bid Solutions is a controller in respect of its own database and of Candidate Data collected through the Website or third party sites, and that the Customer becomes an independent controller of Candidate Data on receipt. Neither party acts as processor for the other in respect of Candidate Data, and each is responsible for its own compliance with the Data Protection Legislation, including providing Candidates with the privacy information required by Articles 13 and 14 of the UK GDPR.

14.4A Direct applications. Where a Candidate applies through the Customer’s own careers site, applicant tracking system or a third party site to which the Candidate is directed from the Website, the Customer (or that third party) is the sole controller of that application. Bid Solutions does not receive, process or have any responsibility for it, and clause 15 does not apply to it.

14.4B International transfers. Where either party transfers personal data processed in connection with this Agreement to a country which is not the subject of adequacy regulations under the Data Protection Legislation, it shall ensure an appropriate transfer mechanism is in place, including the UK International Data Transfer Agreement, the UK Addendum to the EU standard contractual clauses, or the EU standard contractual clauses as applicable. The Customer is responsible for any transfer of Candidate Data it makes after receipt.

14.5 Changes to the DPA. Bid Solutions may amend the DPA on not less than 30 days’ written notice to the Customer where required to reflect a change in the Data Protection Legislation, guidance from a supervisory authority or Bid Solutions’ processing operations. If an amendment would materially and adversely affect the Customer, the Customer may terminate the affected Services by written notice within that 30 day period and receive a pro-rata refund of Fees paid for any unexpired Posting Period.

14.6 Breach notification. Each party shall notify the other without undue delay on becoming aware of a personal data breach affecting personal data processed in connection with this Agreement, and shall co-operate reasonably in investigating and responding to it.

14.7 Special category and criminal offence data. Neither party shall disclose to the other any special category or criminal offence data relating to a Candidate unless it is necessary for the vacancy, the Candidate has been informed, and the disclosing party has identified an appropriate condition under Schedule 1 to the Data Protection Act 2018 or the equivalent condition under any other applicable data protection law.

15. Candidate Data

15.1 Bid Solutions grants the Customer a non-exclusive, non-transferable licence to use Candidate Data solely for the purpose of assessing and contacting Candidates in relation to the vacancy for which the Advertising was placed or the Talent Outreach was carried out.

15.2 The Customer shall not:

15.2.1 use Candidate Data for any other vacancy, or add it to its own recruitment database, applicant tracking system or talent pool for future use, without the Candidate’s consent;

15.2.2 sell, licence, publish or otherwise disclose Candidate Data to any third party, other than to a third party advertiser on whose behalf the Customer placed the Advertising or to a service provider acting on the Customer’s behalf under a written contract containing equivalent restrictions;

15.2.3 use Candidate Data to send marketing communications to Candidates; or

15.2.4 use Candidate Data to train any AI Tool.

15.3 The Customer shall keep Candidate Data secure, shall retain it no longer than is necessary for the purpose in clause 15.1, and shall delete it when the vacancy has been filled or withdrawn, or on termination of this Agreement if earlier, save where the Customer has a separate lawful basis and has informed the Candidate.

15.4 The Customer shall promptly forward to Bid Solutions any request or complaint it receives from a Candidate that relates to Bid Solutions’ processing of that Candidate’s personal data, and shall co-operate reasonably with Bid Solutions in responding to it.

15.5 The Customer acknowledges that Bid Solutions does not verify the accuracy of Candidate Data, and clause 7.2 applies.

15.6 This clause applies only to Candidate Data supplied by or through Bid Solutions to the Customer. It does not apply to applications received by the Customer directly (see clause 14.4A).

16. Force majeure

16.1 A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to circumstances beyond their reasonable control including, but not limited to war, terrorism, strikes, lock outs or other industrial action, breakdown of systems or network access, explosion, fire, corrosion, flood, epidemics, pandemics, natural disaster, or adverse weather conditions, provided that it notifies the other party promptly and uses reasonable endeavours to mitigate the effect.

16.2 If such circumstances continue for a period of more than 30 days, either party may terminate this Agreement on written notice to the other, without prejudice to any Fees already accrued.

17. Entire agreement

17.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.

17.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.

17.3 Nothing in this Agreement shall limit or exclude any liability for fraud.

18. Notices

18.1 Any notice given by a party under this Agreement shall be:

18.1.1 in writing and in English;

18.1.2 sent to the relevant party at the address set out in the Order Form.

18.2 Notices may be given, and are deemed received:

18.2.1 by hand: on receipt of a signature at the time of delivery;

18.2.2 by Royal Mail Recorded Signed For post: at 9am on the second Business Day after posting;

18.2.3 by email: at 9am on the next Business Day after sending, provided that no delivery failure notification is received by the sender.

18.2.4 by international courier: at 9am on the second Business Day after collection by the courier.

18.3 Any change to the contact details of a party as set out in the Order Form shall be notified to the other party in accordance with this clause 18 and shall be effective:

18.3.1 on the date specified in the notice as being the date of such change; or

18.3.2 if no date is specified, 5 Business Days after the notice is deemed to be received.

18.4 This clause does not apply to notices given in legal proceedings or arbitration.

19. Announcements

19.1 No announcement or other public disclosure concerning this agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction.

20. Variation

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party, save for amendments to rates under clause 5.2, to the DPA under clause 14.5 and to the Acceptable Use Policy, which Bid Solutions may amend from time to time by publishing a revised version.

21. Assignment and sub-contracting

21.1 The Customer may not assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.

21.2 Bid Solutions may assign, sub-contract, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement (including the licence rights granted), in whole or in part, provided always that it provides prior notice to the Customer.

22. Set off

Without affecting its other rights, Bid Solutions may set off an amount owed to it by the Customer against an amount which Bid Solutions owes to the Customer, present or future, and which arises under this Agreement.

23. No partnership or agency

The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.

24. Severance

24.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

24.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25. Waiver

25.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

25.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

26. Third party rights

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

27. Governing law

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to any conflict of laws rules.

28. Jurisdiction

28.1 The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim brought by the Customer arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

28.2 Nothing in clause 28.1 limits the right of Bid Solutions to bring proceedings against the Customer in any other court of competent jurisdiction, including the courts of the country in which the Customer is established, and proceedings in one or more jurisdictions do not preclude proceedings in any other.