Clause & Effect & TenderReady

Last updated: 25 April 2026

Edition: United Kingdom — Commercial Subscription

These Terms & Conditions govern access to and use of the software, tools, content and related services made available under the names Clause & Effect and TenderReady (the Software) by users in the United Kingdom.

By clicking “I accept”, creating an account, accessing the Software, redeeming a key, starting a free trial, or using any part of the Software, you agree to be bound by these Terms.

If you do not agree, do not access or use the Software.

1. Agreement

1.1 These Terms govern access to and use of the Clause & Effect and TenderReady platforms, software, outputs, content and related services made available through them.

1.2 These Terms are entered into between: (a) the entity operating the Software (Licensor); and (b) the person, company, partnership, charity, public body or other organisation using the Software (Licensee).

1.3 The identity of the Licensor is set out in clause 24.

1.4 If you accept these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

3. Acceptance and Term

3.1 These Terms commence on the earliest of: (a) the date the Licensee clicks “I accept”; (b) the date an Account is created; (c) the date the Licensee first accesses or uses the Software; or (d) the date a Free Trial or paid Subscription begins.

3.2 These Terms continue until terminated in accordance with clause 19.

3.3 The Licensor may update these Terms from time to time. Material changes will be notified at least fourteen (14) days in advance by email or in-product notice.

3.4 Continued access to or use of the Software after the effective date of updated Terms constitutes acceptance of those updated Terms.

4. Licence Grant

4.1 Subject to these Terms and payment of all applicable Fees, the Licensor grants the Licensee a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to access and use the Software for the Licensee's internal business purposes only during the Subscription term.

4.2 The licence extends only to the named Authorised Users on the Account. Account credentials must not be shared.

4.3 No rights are granted except those expressly stated in these Terms.

4.4 The Licensee is responsible for all acts and omissions of its Authorised Users and must ensure that they comply with these Terms.

5. Free Trial

5.1 New Accounts may be offered a Free Trial of seven (7) days with full functionality, subject to availability and verification.

5.2 A valid payment method (credit/debit card or Apple Pay) is required to start a Free Trial. The card will not be charged during the trial.

5.3 If the trial is not cancelled before it ends, the Subscription automatically converts to a paid Subscription at the rate selected at signup. The Licensee may cancel at any time before the trial ends through their Account.

5.4 The Licensor may withdraw or adjust the Free Trial at any time. Free Trials are limited to one per organisation.

6. Fees, Billing and Refunds

6.1 Fees are set out on the pricing page and may include a monthly or annual billing option. All Fees are stated in pounds sterling (GBP) and are exclusive of VAT, which will be added at the prevailing rate where applicable.

6.2 Promotional pricing (such as a 50% introductory discount) applies for the period stated on the pricing page (currently the first three (3) months) and reverts to the standard Fee at the end of that period.

6.3 Bundle and annual prepay discounts apply only if the corresponding plan is selected and remain valid for the duration of that Subscription term.

6.4 Subscriptions auto-renew at the end of each billing cycle unless cancelled at least 24 hours before the renewal date. Cancellation takes effect at the end of the current paid period and access continues until then.

6.5 Cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply to consumers (not businesses) where applicable. Where a consumer requests immediate access (and starts the Subscription) within the 14-day cancellation window, the Licensor may charge for the proportionate value of the Software supplied up to the point of cancellation.

6.6 Save as required by law or where expressly stated, Fees are non-refundable. Payments processed in error will be refunded on request.

6.7 The Licensor may suspend access where Fees are overdue and not paid within seven (7) days of notice.

6.8 The Licensor may change pricing on at least 30 days' notice. Pricing changes do not affect the current paid period.

7. Acceptable Use and Restrictions

The Licensee must not, and must not permit any person to:

7.1 use the Software other than for the Licensee's internal lawful business purposes and within the scope authorised by these Terms;

7.2 use the Software for production decision-making, legal advice, procurement sign-off, compliance sign-off, regulated reporting, or any purpose requiring formal assurance, without appropriate human review and independent verification;

7.3 upload, input or transmit: (a) personal data (within the meaning of the UK GDPR); (b) confidential commercial data; (c) contract numbers; (d) payroll extracts; (e) supplier identifiers; (f) live customer data; (g) government-protected material; or (h) sensitive or security-classified information, unless expressly permitted under a signed DPA and all required internal approvals have been obtained;

7.4 use the Software in breach of any law, regulation, code, contract, policy, confidentiality obligation, privacy obligation, procurement rule (including the Procurement Act 2023 and applicable Procurement Policy Notes) or security requirement;

7.5 copy, reproduce, adapt, modify, translate, mirror, republish, frame, scrape, distribute, sell, resell, lease, rent, sublicense, white-label, outsource, assign or otherwise commercially exploit the Software except as expressly permitted in writing by the Licensor;

7.6 reverse engineer, decompile, disassemble, attempt to derive source code, prompts, logic, models, workflows, methodologies or underlying structure, except where any such restriction cannot lawfully be enforced (in particular under sections 50A–50C Copyright, Designs and Patents Act 1988);

7.7 interfere with the Software, introduce malicious code, test vulnerabilities without consent, or attempt unauthorised access to systems, accounts or data;

7.8 use the Software to build, train, improve or benchmark a competing product or service;

7.9 remove, obscure or alter proprietary notices, branding or attribution;

7.10 share login credentials or allow any person other than Authorised Users to access the Software;

7.11 use automated extraction tools, scripts or bots unless expressly approved in writing;

7.12 represent any Output as definitive, guaranteed, legally complete, audit-proof or fit for reliance without further review.

8. Licensee Responsibilities

8.1 The Licensee is solely responsible for: (a) all prompts, files, documents, data, instructions and materials submitted into the Software; (b) determining whether the Software is appropriate for its intended use; (c) reviewing, checking, validating and approving all Output before reliance or use; (d) compliance with its legal, procurement, IT, privacy, security, records management and governance requirements; (e) ensuring its Authorised Users are properly trained and authorised; (f) obtaining all internal approvals required before testing or deployment; and (g) any legal, procurement, commercial, compliance or operational decision made using or informed by the Software.

8.2 The Licensee acknowledges that the Software is a support tool only and is not a substitute for professional judgement, including legal, financial, audit, or procurement advice.

9. Internal Policy Compliance

9.1 The Licensee must ensure that use of the Software complies with all applicable internal policies and external requirements, including those relating to: (a) UK GDPR and Data Protection Act 2018; (b) information security (including ISO 27001, Cyber Essentials and equivalent frameworks); (c) artificial intelligence governance; (d) public procurement; (e) records retention; (f) legal privilege; (g) software or third-party tool approval; and (h) accessibility (where the Licensee is a public body).

9.2 The Licensee must not use the Software in any environment or process where internal approval is required unless that approval has already been obtained.

9.3 Any breach of this clause is a material breach of these Terms.

10. Data, Privacy and Security

10.1 The Licensor processes personal data in accordance with the Privacy Policy, the UK GDPR, and the Data Protection Act 2018.

10.2 Where the Licensee uploads personal data into the Software, it does so as data controller and the Licensor acts as data processor in respect of that personal data. A separate DPA (with UK SCCs / IDTA where required for international transfers) must be executed before any production personal data is processed.

10.3 The Licensee remains solely responsible for: (a) the lawful basis for any data uploaded; (b) obtaining all necessary consents and notices; (c) data quality, classification and minimisation; (d) anonymisation or de-identification where required; and (e) ensuring that prohibited data is not submitted.

10.4 The Licensor uses infrastructure providers, software vendors, hosting providers and other service providers to operate the Software, some of which may transfer data outside the UK. Reasonable safeguards (including UK SCCs, IDTA or adequacy decisions) are used where applicable.

10.5 The Licensee acknowledges that no internet-based service is completely secure and the Licensor does not warrant uninterrupted, secure or error-free operation.

10.6 The Licensor may collect service usage data, analytics, diagnostics, access logs, acceptance logs, support records and technical metadata for security, support, legal compliance and service improvement purposes.

11. Intellectual Property

11.1 The Software and all Intellectual Property Rights in it remain the sole property of the Licensor or its licensors.

11.2 The Licensee acquires no ownership rights in the Software and receives only the limited licence expressly granted by these Terms.

11.3 All modifications, improvements, derivatives, refinements, workflows, templates, learnings and enhancements relating to the Software remain the property of the Licensor unless expressly agreed otherwise in writing.

11.4 The Licensee retains ownership of its own pre-existing materials and data lawfully input into the Software.

11.5 To the extent the Licensee provides feedback, suggestions, recommendations or enhancement ideas, the Licensee grants the Licensor a perpetual, irrevocable, worldwide, royalty-free licence to use, adapt, incorporate and exploit them without restriction or payment.

12. Outputs and Reliance

12.1 Outputs may contain errors, omissions, assumptions, bias, incomplete reasoning or unsuitable recommendations.

12.2 The Licensee must independently assess and verify all Output before using it for any purpose.

12.3 The Licensor does not warrant that any Output: (a) is accurate, complete, current or error-free; (b) satisfies legal, contractual, policy or procurement requirements (including the Procurement Act 2023, Public Services (Social Value) Act 2012 and applicable PPNs); (c) will be accepted by any evaluator, regulator, customer, auditor or court; or (d) is fit for any particular purpose.

12.4 The Licensee uses and relies on Outputs entirely at its own risk.

12.5 The Software is not legal advice, procurement advice, audit assurance, regulatory approval or a substitute for qualified professional judgement.

13. Third-Party Services and Components

13.1 The Software may depend on or interoperate with third-party services, APIs, hosting services, open-source components and software libraries.

13.2 The Licensor is not responsible for the availability, performance, security, legality or accuracy of third-party services.

13.3 Use of third-party services may be subject to additional terms imposed by the relevant provider.

13.4 If a third-party service changes, becomes unavailable, or ceases to operate, the Licensor may modify or suspend corresponding functionality without liability.

14. Confidentiality

14.1 Each party must keep the other party's Confidential Information confidential and must not disclose it except: (a) to personnel, contractors or advisers who need to know it and are bound by confidentiality obligations; (b) where required by law, court order or regulatory requirement; or (c) with the other party's prior written consent.

14.2 Each receiving party must use reasonable care to protect Confidential Information.

14.3 This clause survives termination.

15. Suspension

15.1 The Licensor may suspend access immediately, without liability, if it reasonably suspects: (a) misuse of the Software; (b) security risk; (c) breach of these Terms; (d) unlawful activity; (e) unauthorised access; (f) overdue Fees; or (g) material risk to the Licensor, its systems, other users or any third party.

15.2 Suspension does not waive any other right or remedy of the Licensor.

16. Warranties Disclaimer

16.1 To the maximum extent permitted by law, the Software is provided “as is” and “as available.”

16.2 The Licensor excludes all representations, warranties and guarantees not expressly set out in these Terms, including implied warranties of merchantability, fitness for purpose, title, non-infringement, availability, uninterrupted access, security, accuracy and completeness.

16.3 Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded under applicable law, including consumers' rights under the Consumer Rights Act 2015 (where applicable).

17. Liability

17.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded.

17.2 Subject to clause 17.1, the Licensor is not liable for any: (a) indirect loss; (b) consequential loss; (c) special loss; (d) punitive loss; (e) loss of profits; (f) loss of revenue; (g) loss of opportunity; (h) loss of data; (i) business interruption; (j) procurement outcome loss; (k) reputational damage; or (l) loss arising from decisions made using the Software or any Output.

17.3 Subject to clause 17.1, the Licensor's aggregate liability arising out of or in connection with these Terms, the Software or any related service is limited to the greater of: (a) GBP £100; or (b) the total Fees paid by the Licensee under the relevant Subscription in the twelve (12) months preceding the event giving rise to the claim.

17.4 This limitation applies whether the claim arises in contract, tort (including negligence), statute, equity or otherwise.

18. Indemnity

18.1 The Licensee indemnifies and must keep indemnified the Licensor and its officers, contractors and representatives from and against all claims, liabilities, losses, damages, costs and expenses, including legal costs on a full indemnity basis, arising from or in connection with: (a) the Licensee's or an Authorised User's use or misuse of the Software; (b) any file, prompt, data, content or material submitted by the Licensee; (c) breach of these Terms; (d) breach of law, privacy obligations, security obligations, procurement obligations or internal policies by the Licensee; (e) reliance on Output by the Licensee or any third party; (f) any integration, deployment or configuration performed by or for the Licensee; or (g) any third-party claim arising from the Licensee's conduct.

18.2 The Licensee's liability under this clause is reduced to the extent the relevant claim is caused by the Licensor's fraud or wilful misconduct.

19. Termination

19.1 Either party may terminate these Terms or any Subscription on thirty (30) days' written notice, effective at the end of the current paid billing period (no refund of pre-paid Fees, save as required by law).

19.2 The Licensor may terminate immediately by notice if the Licensee: (a) commits a material breach that cannot be remedied; (b) commits a material breach and fails to remedy it within seven (7) days after notice; (c) uses the Software unlawfully or in a way that creates material risk; (d) fails to pay Fees more than fourteen (14) days after the due date; or (e) is the subject of an insolvency, administration, liquidation or similar event.

19.3 Termination does not affect any rights accrued before termination.

19.4 On termination or expiry, the Licensee must immediately cease using the Software and, if requested, delete or destroy any Licensor materials in its possession and certify that it has done so.

20. Effect of Termination

On termination or expiry:

20.1 all rights granted to the Licensee cease immediately;

20.2 the Licensee must stop accessing and using the Software;

20.3 the Licensor may disable Accounts and revoke access credentials; and

20.4 clauses intended to survive termination survive, including those relating to confidentiality, intellectual property, disclaimers, liability, indemnity and governing law.

21. Audit and Compliance Verification

21.1 The Licensor may request reasonable information to verify compliance with these Terms, including seat counts, use volumes, scope of deployment, and confirmation of Authorised User status.

21.2 The Licensee must reasonably cooperate with those requests.

21.3 If unauthorised use is identified, the Licensee must promptly cease that use and reimburse the Licensor's reasonable costs in investigating and remediating the breach.

22. Publicity

22.1 The Licensee must not use the Licensor's product name, trade name, branding or logos without prior written consent.

22.2 The Licensor must not publicly identify the Licensee as a customer without prior written consent, except where required by law or where the relationship has already been made public by the Licensee.

23. Force Majeure

The Licensor is not liable for any delay or failure to perform caused by events beyond its reasonable control, including internet failure, platform outages, third-party service outages, cyber incidents, power failure, industrial disputes, acts of government, natural disasters or other force majeure events.

24. Licensor Identity, Governing Law and Contact

24.1 The Licensor for the purposes of these Terms is:

James Reid

24.2 These Terms are governed by the laws of England and Wales.

24.3 The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that the Licensor may bring proceedings to enforce these Terms in any jurisdiction in which the Licensee is located or has assets.

24.4 Notices, legal correspondence, DPA requests, support-related communications and consumer cancellation requests must be sent to: [email protected]

25. General

25.1 These Terms constitute the entire agreement between the parties regarding the Software and supersede all prior discussions, proposals and understandings relating to it.

25.2 The Licensee may not assign, novate, transfer or otherwise deal with its rights or obligations under these Terms without the Licensor's prior written consent.

25.3 The Licensor may assign or transfer its rights and obligations under these Terms on notice to the Licensee.

25.4 If any provision is held invalid, illegal or unenforceable, it will be read down to the minimum extent necessary and the remainder will continue in full force.

25.5 A failure or delay to exercise any right does not waive that right.

25.6 These Terms may be accepted electronically and may be evidenced by electronic records.

25.7 No third party (including any third-party beneficiary under the Contracts (Rights of Third Parties) Act 1999) has rights under these Terms.

25.8 Headings are for convenience only and do not affect interpretation.

See also: Privacy Policy