Route Exchange T&Cs

1 Placing an Order

1.1 These Terms and Conditions shall apply to any Order Form submitted by a Procurer.

1.2 No terms or conditions endorsed on, delivered with or contained in the Procurer's purchase order, confirmation of order or any other document shall form part of a Contract unless expressly agreed by the Procurer and Routes in writing and signed by the parties.

1.3 No Order Form is binding on Routes until Routes accepts it in writing.

1.4 Unless otherwise specified in the Order Form, the Procurer may not cancel any Order Form once accepted by Routes.

1.5 Unless otherwise specified in the Order Form, the renewal of the Order Form and acceptance of any additional order forms shall be at Route's sole discretion.

2 Publication Services

2.1 In consideration of payment of the applicable Price, and subject to the Procurer's compliance with these Terms and Conditions and the Website Terms and Conditions of Use, Routes shall Publish the RFP on Route Exchange during the Term in accordance with the Order Form.

2.2 The Procurer will provide all materials for the RFP in accordance with Route's policies in effect from time to time including the size, content, format and manner of transmission. Routes shall not be obliged to Publish any RFP that is not in accordance with such policies.

2.3 The Procurer grants to Routes a non-exclusive, irrevocable, perpetual, worldwide, royalty-free licence to use, Publish, reproduce, display, transmit and distribute the RFP on Route Exchange (or, pursuant to clause 2.4, the Website) in accordance with these Terms and Conditions and the Website Terms and Conditions of Use.

2.4 Routes shall use its reasonable endeavours to Publish the RFP on Route Exchange or where Route Exchange is varied or ceases to exist, Routes shall Publish the RFP on a comparable part of the Website.

2.5 Subject to clause 2.4, RFPs shall be published on Route Exchange subject to and in accordance with the Website Terms and Conditions of Use. Routes may refuse to publish and/or permanently and/or temporarily withdraw or block the RFP without liability if the RFP does not comply (or Routes suspects that it does not comply) with the Website Terms and Conditions of Use or if the Procurer asks (in writing) for the RFP to be withdrawn.

2.6 Subject to clauses 2.4 and 2.7 the duration of Routes' obligation of Publication shall be limited to the Term. If no provision is made in the Order Form with regard to the Term then the duration of Publication shall be at Routes' discretion.

2.7 Subject to clause 2.4, if Routes withdraws, suspends or blocks access to Route Exchange or any RFP before expiration of the Term, then Routes shall either: (i) extend the download period to accommodate any period of unavailability; or (ii) refund the Price or the appropriate portion thereof to account for the unavailability. These shall be the Procurer's only remedies for unavailability. Routes shall not have any liability or responsibility for unavailability due to the unavailability of and/or problems with the internet or telecommunications supplies.

2.8 Any withdrawal of an RFP at the request of the Procurer shall be permanent and shall not entitle the Procurer to a refund of the whole or any part of the Price paid for its Publication. The Procurer shall indemnify Routes for any loss, damage, liability, cost and expense suffered or incurred by Routes as a result of its withdrawal.

3 Identification Services

3.1 In consideration of payment of the applicable Price, Routes shall provide the Identification Services for the Term.

3.2 Once the appropriate Users have been identified and notified to the Procurer by Routes, unless otherwise specified in the Order Form, the Procurer shall be solely responsible for providing a copy of the RFP to the relevant Users.

4 Users of Route Exchange

4.1 Routes grants the User a personal, non-exclusive right to access and use Route Exchange and any RFP that is accessible via Route Exchange free of charge at all times subject to and in accordance with these Terms and Conditions and the Website Terms and Conditions of Use.

4.2 Route Exchange is provided by Routes subject to the Website Terms and Conditions of Use. In accordance with clause 2.1 of Part A: General Terms of Use of the Website Terms and Conditions of Use Routes reserves the right to withdraw, suspend or amend any part of Route Exchange without notice and without liability.

4.3 Subject to clauses 4.2 and 4.4, save in respect of the Procurer, access by a User to an RFP is provided on a one-off basis (i.e. one download of or access to the relevant RFP).

4.4 Routes may permanently and/or temporarily withdraw, suspend or block a User's access to Route Exchange or any RFP without liability if the User is in breach of these Terms and Condition and/or the Website Terms and Conditions of Use and/or if Routes suspects such a breach.

5 Responses to RFPs

5.1 Any User who wishes to submit a Bid shall first complete and return the PQQ using the method specified in the PQQ or, where the PQQ or RFP is silent, as specified by Route Exchange.

5.2 Subject to clause 5.4 the Procurer (or, where relevant, Routes) shall notify the User if it is eligible to submit a Bid.

5.3 If, on receipt of such notification, the User wishes to submit a Bid, it shall do so in accordance with the procedure set out in the RFP or as notified to it from time to time by the Procurer (or, where relevant, Routes).

5.4 The Users acknowledge that the Procurer may appoint Routes to:

5.4.1 review the PQQ on its behalf to determine whether the User is eligible to submit a Bid;

5.4.2 liaise with the User in relation to the PQQ response and/or Bid; and/or

5.4.3 analyse and report on the Bid on the Procurer's behalf.

5.5 The Users further acknowledge that Routes reserves the right to review the content of any communication sent to the Procurer using Route Exchange to ensure that it complies with: (i) the Website Terms and Conditions of Use; and (ii) any instructions provided to Routes by the Procurer.

6 Quality Control

6.1 Except as otherwise expressly provided in the Order Form, the positioning of the RFP on Route Exchange is at Routes' sole discretion.

6.2 It is the responsibility of the Procurer to check the correctness of the Publication of the RFP and/or the User of any Content. Routes assumes no responsibility for any error, misprint, or omission in any RFP or Content unless the same is due to the error or omission of Routes.

6.3 Upon receiving notice of an error, misprint or omission Routes will, where such error, misprint or omission is due to the error or omission of Routes, use its reasonable endeavours to resolve the error, misprint or omission as soon as reasonably practicable.

6.4 Routes reserves the right to require the RFP or Content to be amended to comply with the warranties at clause 8 or to comply with any legal or regulatory obligations placed upon Routes.

6.5 Routes reserves the right at its sole discretion to decline to Publish or suspend Publication of any RFP or Content otherwise accepted for insertion.

6.6 Routes reserves the right at any time to refuse to Publish the RFP or any Content which it deems unlawful, offensive or inappropriate.

6.7 All RFPs or Content must comply with Routes' Acceptable Use Policy and any content standards set out therein, from time to time in force.

6.8 Routes reserves the right to refuse to publish any RFP or Content linking to sites which it deems inappropriate or offensive. Routes reserves the right in its sole discretion to determine which sites it is not prepared to be linked to.

7 Provision of the Analysis Services

7.1 Routes shall use its reasonable endeavours to procure that the Analyst provides the Analysis Services:

7.1.1 with reasonable skill and care and in accordance with good industry practice;

7.1.2 using appropriately skilled and experienced personnel; and

7.1.3 in accordance with any timescales set out in the Order Form or agreed between Routes and the Procurer.

7.2 Routes shall keep the Procurer informed of the progress of the Analysis Services on a regular basis, and as and when requested by the Procurer.

7.3 The Procurer shall promptly, subject to the Procurer's overriding duties of confidentiality, provide Routes and/or the Analyst with all necessary information and data available to the Procurer as may be reasonably required by Routes and/or the Analyst for the provision of the Analysis Services.

7.4 On completion of the analysis of each Bid and on termination of a Contract for whatever reason, Routes shall and shall procure that the Analyst shall deliver up to the Procurer all working papers or other material on whatever medium it is stored and all copies of those papers and materials relating to or prepared by it as part of the Analysis Services.

7.5 The Procurer shall be entitled to cancel the Analysis Services on 7 days' written notice provided always that the Analyst has not started to perform the Analysis Services. Routes reserves the right to charge the Procurer reasonable cancellation charges in the event of such cancellation.

8 Warranty and Indemnity

8.1 The Procurer warrants and represents that:

8.1.1 it contracts with Routes as a principal, notwithstanding that the Procurer may be acting in some representative capacity for a third party;

8.1.2 Publication of the RFP (whether as originally submitted or amended pursuant to these Terms and Conditions) will not breach any contract or infringe any intellectual property, rights in confidential information, data subject rights or other rights of any person;

8.1.3 the RFP (whether as originally submitted or amended pursuant to these Terms and Conditions) does not contain anything that is defamatory, libellous or which could incite racism or violence or render Routes liable to any other proceedings whatsoever;

8.1.4 it has obtained the authority of any living person named, represented or otherwise identified in the RFP to make use of such name or representation;

8.1.5 the RFP is accurate, complete, true, not misleading, legal, honest and decent;

8.1.6 the RFP complies with the requirements of all relevant rules, laws, legislation, codes of conduct and other provisions for the time being in force or applicable in any jurisdiction; and

8.1.7 the RFP is otherwise in accordance with clause 6.7.

8.2 The User warrants and represents that:

8.2.1 Publication of the Content (whether as originally submitted or amended pursuant to these Terms and Conditions) will not breach any contract or infringe any intellectual property, rights in confidential information, data subject rights or other rights of any person;

8.2.2 the Content (whether as originally submitted or amended pursuant to these Terms and Conditions) does not contain anything that is defamatory, libellous or which could incite racism or violence or render Routes liable to any other proceedings whatsoever;

8.2.3 it has obtained the authority of any living person named, represented or otherwise identified in the Content to make use of such name or representation;

8.2.4 the Content is accurate, complete, true, not misleading, legal, honest and decent;

8.2.5 the Content complies with the requirements of all relevant rules, laws, legislation, codes of conduct and other provisions for the time being in force or applicable in any jurisdiction; and

8.2.6 the Content is otherwise in accordance with clause 6.7.

8.3 The Procurer and the User will each fully indemnify and hold Routes harmless from and against any and all losses, damages, claims, costs and expenses (including legal expenses) suffered, incurred and/or awarded against Routes as a result of or in connection with any breach or non-performance by the Procurer or the User of the representations, warranties and other terms contained in these Terms and Conditions and/or implied by law.

9 Payment

9.1 Unless otherwise specified in the Order Form, the Price is exclusive of any applicable taxes, Routes shall be entitled to invoice the Procurer for the Price from:

9.1.1 the date on which the RFP first appears on the Website; and

9.1.2 in respect of the Analysis Services on or after the Analysis Services have been provided.

9.2 The Price shall be paid to Routes in full, in the currency in which it has been invoiced within 30 days of the date of invoice.

9.3 Where the Procurer and Routes agree that commission should be paid on acceptance of a Bid, the Procurer will promptly notify Routes of the terms on which a successful Bid has been accepted. Routes shall be entitled to invoice the Procurer for the commission due on the successful Bid (as calculated in accordance with the rates set out in the Order Form) and the Procurer shall pay such commission in full, in the currency in which it has been invoiced within 30 days of the date of the invoice.

9.4 Routes shall be reimbursed against invoices for travelling and other out of pocket expenses reasonably and necessarily incurred by the Analyst in or about the performance of the Analysis Services. Routes may claim for the cost of travel incurred by the Analyst to the extent necessary for the performance of the Analysis Services in accordance with the Procurer's standard rates from time to time, but Routes shall not be entitled to reimbursement for the cost of day to day travel by the Analyst to and from the premises where the Analysis Services are usually to be performed.

9.5 If the Procurer fails to pay any Price or the commission specified in clause 9.3 when due then, without limit to its other rights or remedies, Routes shall at its sole discretion have the right to:

9.5.1 suspend Publication of the RFP, provision of the Identification Services or the Analysis Services until payment in full has been received; and/or

9.5.2 charge the Procurer the sum of £25 as an administration charge; and/or

9.5.3 charge the Procurer interest on the amount paid late at the rate of 4% above the base rate of National Westminster Bank plc accruing from day to day (after as well as before judgment).

9.6 Routes reserves the right to change its scale of rates in respect of the Publication of the RFP, provision of the Identification Services and/or Analysis Services at any time on 30 days notice to the Procurer.

9.7 Save as provided in clause 2.7, no refund of the Price shall be payable in any circumstances.

10 Confidentiality and Data Protection

10.1 Routes, the Procurer and the Users each agree that they shall keep confidential the information of the other marked as confidential or which by its nature is confidential obtained under or in connection with this Contract or the use of Route Exchange (except to the extent necessary for Publication of the RFP or the provision of the Identification Services or Analysis Services).

10.2 Routes shall procure that the Analyst and all of its employees (if any) having access to any such information shall be subject to the same obligations as Routes and shall if required, enter into a suitable confidentiality agreement with the Procurer in a form approved by the Procurer.

10.3 The provisions of clause 10.1 do not apply to information that is in or comes into the public domain (other than as a result of breach of clause 10.1) or to the whole or any part of the RFP or Content.

10.4 Routes, the Procurer and the Users each agree to abide by the terms of the Data Protection Act 1998 and all other similar legislation in any applicable jurisdiction.

11 Liability

11.1 Unless otherwise specified in these Terms and Conditions, Routes makes no warranties, representations or guarantees with respect to:

11.1.1the availability of the Website, Route Exchange, Publication of the RFP, the Identification Services or the Analysis Services;

11.1.2the levels of usage of Route Exchange;

11.1.3the number and quality of responses to the RFP (including the number of Users providing answers to the PQQ or placing a Bid);

11.1.4the withdrawal of any RFP, PQQ response or Bid; or

11.1.5the acceptance (or otherwise) of any Bid.

11.2 The Users acknowledge that Routes' liability in respect of the provision and use of Route Exchange shall be as specified in the Website Terms and Conditions of Use.

11.3 The Price reflects the following limitations and exclusions of liability that Routes and the Procurer acknowledge and agree are reasonable.

11.4 Save as provided in clauses 11.5 and11.6, Routes' total aggregate liability to the Procurer in respect of all causes of action arising out of or in connection with the use of Route Exchange, Publication of the RFP, the Identification Services or the Analysis Services (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed the greater of: (i) the Price and (ii) £50,000.

11.5 Routes shall not be liable for any claim to the extent that the claim relates to: (i) loss of profits; (ii) loss of goodwill; (iii) loss of anticipated savings; (iv) loss of business opportunity; (v) loss of data or use of data (vi) injury to reputation; (vii) third party losses; (viii) wasted management or office time; or (ix) indirect, consequential or special loss or damage, regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether Routes knew or had reason to know of the possibility of the loss, injury or damage in question.

11.6 Nothing in these Terms and Conditions will restrict liability:

11.6.1 for death or personal injury resulting from negligence;

11.6.2 for fraud or fraudulent misrepresentation;

11.6.3 under the indemnity at clause 2.8 or 8.3; or

11.6.4 for any other liability the exclusion or limitation of which is not permitted by English law.

12 Force Majeure

Save in respect of payment obligations, neither Routes nor the Procurer shall be liable to the other for any failure or delay in the performance of its obligations under a Contract to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including network difficulties, down-time and interruption and electronic malfunction) provided always that the party so affected promptly notifies the other in writing of the cause and likely duration of the failure or delay.

13 Termination of Contract

13.1 Routes shall be entitled to terminate a Contract forthwith upon notice in writing to the Procurer if the Procurer commits a material breach of a Contract and, where the breach is capable of remedy, has failed to remedy such breach within thirty (30) days of written notice requiring its remedy.

13.2 Save as provided below, each party's rights, liabilities and obligations under a Contract shall cease upon a Contract's termination or expiration. Clauses 2.3, 2.9, 7.4, 9, 10, 11, 13.2, 14 and 15 and any other part of a Contract that expressly or by implication is intended to survive termination shall so survive.

14 Intellectual Property

14.1 Except as provided in these Terms and Conditions, Routes or its third party licensors retains all right, title and interest in and to the content of the Website, including copyrights, trade marks, and other intellectual property rights.

14.2 The Procurer retains all rights, title and interest in and to the RFP, including copyrights, trade marks, database rights and other intellectual property rights, save that Procurer grants to Routes the licence set out in clause 2.3 of these Terms and Conditions.

14.3 For the avoidance of doubt, a User retains all rights, title and interest in and to any PQQ response or Bid, including copyrights, trade marks, database rights and other intellectual property rights.

14.4 The Procurer and the Users accept that any materials (including a RFP or any Bid) uploaded to Route Exchange pursuant to these Terms and Conditions may be accessed and used by third party visitors to the Website and consents to such access and use. Routes shall not be liable for any breach of the Website Standard Terms and Conditions of Use by Users of or other third party visitors to the Website.

15 General

15.1 Routes may assign, transfer, mortgage, charge, sub-contract, sub-license or otherwise dispose of the whole or any part of a Contract without notice. The rights, obligations and remedies of the Procurer and the Users are personal and may not be assigned, transferred, mortgaged, charged, sub-contracted, sub-licensed or otherwise disposed of without the prior written consent of Routes.

15.2 The parties confirm that it is not the intention of either of them to enter into a partnership with the other and nothing in this Contract shall be deemed to constitute a partnership. Nothing in this Contract shall constitute Routes or the Analyst as being the agent or employee of the Procurer and Routes and the Analyst shall have no authority to, nor shall in any way bind or seek to bind the Procurer or pledge the credit of the Procurer in any way whatsoever.

15.3 Any notice or written communication given under or in relation to a Contract shall be given in writing and shall be delivered by hand (in which case it shall be deemed to be given at the time of delivery) or sent by special delivery post (in which case it shall be deemed to be given on the second day after posting) to such address as has previously been notified to the sending party in writing.

15.4 The remedies available to the parties under a Contract shall not limit or exclude any other rights that either party may have against the other.

15.5 The failure or delay of either party to enforce or to exercise, at any time or for any period of time, any term of or any right, power or privilege arising pursuant to a Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party's right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.

15.6 The invalidity or unenforceability of any provision of or any part of a provision of or any right arising pursuant to a Contract shall not affect in any way the remaining provisions or rights, which shall be construed as if such invalid or unenforceable part did not exist.

15.7 A Contract contains all the terms agreed by the parties relating to its subject matter and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties except as set out in a Contract. Each party acknowledges and accepts that, in entering into a Contract, it has not relied upon any representation, undertaking or promise except as set out herein, save that nothing in a Contract shall limit or exclude liability for fraudulent misrepresentation.

15.8 No variation of or amendment to a Contract shall be effective unless made in writing and signed by authorised representatives of the parties.

15.9 Nothing in a Contract shall confer any right or benefit upon any person who is not a party to it whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

15.10 These Terms and Conditions and any Contract (and all associated disputes and claims) are governed by English law and the parties hereby accept the exclusive jurisdiction of the English courts.

16 Definitions and Interpretation

16.1 In these Terms and Conditions, the following terms shall have the following meanings:

"Acceptable Use Policy" means the acceptable use policy contained within the Website Terms and Conditions of Use, as amended from time to time;

"Analyst" the person engaged by Routes to provide the Analysis Services to the Procurer;

"Analysis Services" means the data analysis services provided by Routes to the Procurer from time to time;

"Bid" means a response to the RFP;

"Content" means any materials or content, other than the RFP, (including a PQQ response or Bid) that are uploaded to or transmitted via Route Exchange by the Procurer or a User;

"Contract" means the agreement between Routes and the Procurer which is made up of these Terms and Conditions, the Order Form and the Website Terms and Conditions of Use;

"Criteria" means, where the Procurer has engaged Routes to provide the Identification Services, the criteria which the Procurer requires to be met, as specified in the Order Form;

"General Terms of Use" means the general terms of use contained within the Website Terms and Conditions of Use, as amended from time to time;

"Identification Services" means the identification by Routes of Users who meet the relevant Criteria and the provision to the Procurer of the details of the relevant Users;

"Order Form" means Routes order form completed by the Procurer and accepted by Routes and the Procurer;

"PQQ" means the pre-qualification questionnaire contained within the RFP used to identify whether or not a User may be able to satisfy the Procurer's requirements and is therefore eligible to place a Bid;

"Price" means the fee(s) (if any) payable by the Procurer for: (i) Publication of the RFP; (ii) the Identification Services and (iii) the Analysis Services, each as specified on the Order Form;

"Procurer" means the person identified on the Order Form who engages Routes to Publish the RFP and/or provide the Identification Services and/or Analysis Services from time to time;

"Publication" means the publication on the Website and access to the RFP (or any Content) by the Procurer and the Users from time to time and "Publish" and "Published" shall be construed accordingly;

"Term" means the term specified in the Order Form;

"RFP" means an invitation by the Procurer for Users to submit a bid to provide services to the Procurer who published the request for proposal as detailed in the Order Form and provided to Routes by the Procurer;

"Routes" means UBM (UK) Ltd. and its subsidiaries ("we", "us", "our"). We are registered in England and Wales under company number 05405462 and have our registered office at UBM plc, 5 Howick Place, London, SW1P 1WG, United Kingdom. Our VAT number is GB849767653.;

"Route Exchange" means the forum hosted and managed by Routes on the Website on which RFPs are Published;

"User" means the respondent to the RFP and any other person who accesses or uses Route Exchange;

"Website" means the website at the domain name www.routesonline.com; and

"Website Terms and Conditions of Use" means the terms and conditions of use from time to time governing access to and/or use of the Website, its content and services.

16.2 Headings are included for convenience only and shall not affect the construction or interpretation of these terms (the "Terms and Conditions").

16.3 Any reference to the singular includes the plural and vice versa.

16.4 Any reference to the words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

16.5 Any reference in these Terms and Conditions to any statute, law, statutory instrument or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.

16.6 Any reference to a person shall, unless the context otherwise requires, include natural persons, firms, partnerships, corporate bodies, unincorporated bodies, corporations, associations and all other legal persons of whatever kind howsoever construed.

16.7 Use of Route Exchange, Publication of the RFP and provision of the Identification Services and Analysis Services are governed by the Website Terms and Conditions of Use and these Terms and Conditions and apply to the exclusion of all others (including any of the Procurer's order). In the event of conflict, these Terms and Conditions shall take priority, but only in relation to the use of Route Exchange, the Identification Services and the Analysis Services.