Terms and Conditions

1 Introduction

1.1 The use of the Sell2Wales website (www.Sell2Wales.gov.wales) is governed by the terms and conditions set out below.

1.2 Please take the time to read them carefully as by using the Website you are deemed to have accepted these terms and conditions ('User Terms') and our privacy notice ('Privacy Notice') as may be varied from time to time in accordance with section 14. Sections 10 and 11 of these User Terms set out certain limitations on and disclaimers of our liability to you. If you do not agree to these User Terms you must not use the Website.

2 Definitions

Website means this website www.Sell2Wales.gov.wales.

Welsh Government means the Welsh Ministers of Crown Buildings, Cathays Park, Cardiff CF10 3NQ, together with their employees, agents and contractors.

Operators means together the Welsh Government and Proactis.

We, us or our, means the Welsh Government.

Proactis means Proactis Tenders Limited (Company number SC115090) Proactis, AB1 First Floor, 48 Huntly Street, Aberdeen, AB10 1SH the company with responsibility for providing the Website and managing it on a day-to-day basis.

Service means all of the functional services provided to Users in connection with their use of the Website including creation of tender notices, uploading of tender documentation, downloading of documents, posting of questions and answers, online submission of tenders and other general services, including telephone or email support.

Buyer means any Contracting Authority wishing to advertise Public Contracts and/or any Private Sector Contractors or Grant Recipients advertising on the Website.

Supplier means any person wishing to tender for Public Contracts advertised on the Website.

User means any registered Supplier or Buyer and any other user of the Website.

You, your or yourself, means you, the User, and/or the organisation that employs you or on whose behalf you are using the Website.

Contracting Authority means the State, regional or local authorities, bodies governed by public law or associations formed by one or more authorities or one or more such bodies governed by public law (and agents acting on behalf of such bodies).

Grant Recipient means organisations which may be private sector or third sector and which are subsidised, partially or in full, for a specific procurement or which are receiving a core grant from public funds or funding from EU funds.

Public Contracts means contracts for pecuniary interest concluded in writing between one or more economic operators and one or more contracting authorities and having as their object the execution of works, the supply of products or the provision of services.

3 Your Obligations

3.1 You agree (where required) to provide true, accurate, current and complete information about yourself and to promptly update the information provided to us to keep it true, accurate, current and complete. If you provide any information that is (or we have reasonable grounds to suspect information provided by you is) untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your use of the Service.

3.2 By registering on the Website you confirm that you have the authority to act on behalf of the organisation (if any) that you represent.

3.3 If you choose, or you are provided with, a password, user identification code or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password at any time if in our reasonable opinion you have failed to comply with any provisions of these User Terms. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at help@sell2wales.gov.wales.

3.4 If the information you provide upon registration changes, or your purpose for using the Service alters, it is your responsibility to update us in writing and, if relevant, to stop using the Service if such change means you are no longer able to comply with these User Terms.

3.5 It is the responsibility of the Buying organisation to provide clear notification of data handling processes and retention periods of information that a supplier may submit to them as part of a contract opportunity bid or indication of interest through the Sell2Wales portal, this includes but may not be limited to the European Union General Data Protection Regulations. The Buying organisation should make suppliers aware of their Privacy Notice through their procurement documentation, i.e. Request to Quote or Invitation To Tender.

4 Use of the Website and the Service

4.1 You understand that all information, data, text, photographs, graphics, audio, video, messages or other material ("Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person from which such Content originated. This means that you and other users of the Service, and not us, are entirely responsible for all Content that is uploaded, posted, emailed, transmitted or otherwise made available by you or them via the Service.

4.2 We do not guarantee the accuracy, integrity or quality of any Content posted by any third party. Such Content has not been verified or approved by us. You understand that, by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any such third party Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content.

4.3 You warrant and undertake to us that you will not use the Service for any purpose that is unlawful or prohibited by these User Terms. In particular, you agree not to use the Service to:

• post, transmit, list or upload any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, disruptive to the Service, hateful or racially ethically or otherwise (at our sole discretion) objectionable;

• manipulate or otherwise alter identifiers in order to disguise the origin of any communication transmitted through the Service;

• disrupt or interfere with the operation of the Service, the website which hosts the Service or any servers or networks connected to this Website;

• contravene any of the laws of England and Wales;

• reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Service, use of the Service or access to the Service; or

• harvest or collect or store personal data about other users of the Service.

4.4 You acknowledge that we do not pre-screen third party Content, but as the Operators we shall have the right (but not the obligation) in our sole discretion to delete or move any Content that is available via the Service. Without limiting the foregoing, we shall have the right to remove any Content that violates these User Terms and/or breaches or is likely to breach legislation or any other applicable laws, regulations, standards or codes of practice, harms our reputation in any way or is in our sole discretion otherwise objectionable. You also agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

4.5 You acknowledge and agree that we may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these User Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect our rights, property or personal safety, or the rights, property or personal safety of the users of the Service or any third party.

4.6 You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4.7 You are responsible for ensuring that all persons who access the Website and/or the Service through your Internet connection are aware of these User Terms and any other applicable terms and conditions, and that they comply with them.

4.8 You confirm that if we have reasonable grounds to believe a user of the Service cannot (for whatever reason) access their registered details on the Website, we may modify, archive or delete those details as we think fit.

4.9 You acknowledge that your use of the Website and registration of your details in no way amounts to an endorsement by us of you or your organisation or any or its products or services and you will not explicitly, or otherwise refer to any endorsements by us unless you have obtained our written consent.

4.10 You will notify us as soon as reasonably possible of any Content which you believe contravenes these User Terms.

4.11 You must not misuse the Website and/or the Service by knowingly introducing viruses, Trojans, worms or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website or the Service, the server on which the Website and the Service is stored or any server, computer or database connected to the Website. You are responsible for configuring your information technology, computer programmes and platform to access the Website and the Service. You should use your own virus protection software.

4.12 In using the Website and/or the Service you shall (and shall procure that your officers, employees and contractors shall): (a) adhere to any policies, rules, codes of practice, procedures and standards with which we are required to comply; and (b) be compliant with any relevant legislation including without limitation those laws and regulations applicable to Public Contracts.

4.13 When accessing and using the Service you are required by the Welsh Language (Wales) Measure 2011 to comply with the relevant standards of conduct in relation to the Welsh language as may be notified to you by us or the Welsh Language Commissioner from time to time.

5 Copyright

5.1 Most of the material featured on the Website is subject to Crown copyright protection.

5.2 You may use and re-use any material on the Website which is marked as Crown copyright, other than the Royal Arms, any departmental or agency logos or any names, logos or images identifying the Welsh Government, free of charge in any format or medium in accordance with the terms and conditions of the Open Government License provided it is reproduced accurately and not used in a misleading context. Where any of the Crown copyright items on the Website are being republished or copied to others, the source of the material must be identified and the copyright status acknowledged.

5.3 The permission to reproduce Crown protected material does not extend to any material on the Website which is identified as being the copyright of a third party. Authorisation to reproduce such material must be obtained from the copyright holders concerned.

5.4 All names, images and logos which feature on the Website and which identify the Welsh Government are proprietary marks of the Welsh Government. In particular, we own the rights to the names and logos for Sell2Wales and you may not use this name or logos in any advertising or promotional literature without our prior written consent. Copying or use of these logos and/or any other logos accessed via the Website is not permitted without prior approval from the relevant owner.

5.5 Requests for permission to use any names and/or logos should be directed to the Welsh Government Corporate Communications Branding Team: email brandingqueries@gov.wales

5.6 By uploading Content onto the Website, you grant to us a non-exclusive license to use that Content. Although you will still own the copyright in that Content, we will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contained in your Content. This license will be free of charge, perpetual and capable of sub-license and we may exercise all rights subsisting in your Content to their full extent and for the full period for which such rights exist.

6 Indemnity

6.1 You hereby agree fully to indemnify, keep indemnified and hold us or any of our officers, employees, agents, sub-contractors and affiliated companies harmless from and against any and all costs, claims, losses, damages or liability and expenses (including but not limited to legal fees) made by any third party in any jurisdiction due to or arising out of your use of the Service, your connection to the Service, any Content uploaded by you, your breach of the User Terms or any other breach by you of any third party rights.

7 Modification, Suspension and Termination of Service

7.1 We reserve the right at any time and from time to time in our sole discretion and with or without notice to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or your individual use of the Service. You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Service.

7.2 Our rights under this section are in addition and without prejudice to all our other rights and remedies.

8 Use and Storage

8.1 You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the Service. You further acknowledge that we reserve the right to change these general practices in our sole discretion with or without notice.

9 Third Party Links

From time to time the Service may contain links to websites operated by parties other than us. These links are provided for your convenience only and may be provided by us or by other users of the Service. We have no control over these websites and are not responsible for the content of such websites. By offering you these links, we do not either impliedly or expressly endorse anything contained on such websites. We also expressly exclude liability for any inaccurate, offensive, defamatory or obscene material which appears on those websites.

10 Disclaimer of Warranties

10.1 You expressly understand and agree that your use of the Service is at your own risk. The Service is provided on an "as is" and "as available" basis. We expressly make no warranties of any kind as to the Service, whether express or implied, including, but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, the use of reasonable care and skill and non-infringement.

10.2 In particular, we make no warranty that (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from your use of the Service will be accurate or reliable; (iv) the quality of any products, services, information or other material obtained by you through the Service will meet your expectations; (v) any errors in the Software will be corrected; and (vi) the Website is virus free or the Website contains nothing that may have destructive properties.

10.3 Any Content downloaded or otherwise obtained through the use of the Service is done so at your own discretion and risk and you understand and agree that you will be solely responsible for any damage to your computer system or loss of data that results from the download by you of any such Content.

10.4 Without prejudice to the other provisions of this Section 10, we make no representations in respect of the information posted on the Website (whether in respect of its accuracy, adequacy, completeness or otherwise) and you are responsible for seeking your own independent advice before acting in reliance upon it and also for any use that you make of it.

11 Limitation of Liability

In no event shall we be liable for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of the Service including without limitation damages for loss of data, loss of profits, loss of business opportunity or loss connected with: (i) the use or performance of the Service; and/or (ii) any delay or inability to use the Service; and/or (iii) any information, products or services obtained through the Service; except that nothing under these User Terms shall limit our liability for any fraudulent statement or for personal injury or death caused by our negligence.

12 Exclusions and Limitations

Some jurisdictions do not allow for the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in Sections 10 and 11 may not apply to you.

13 General

13.1 Any notices to you given under these User Terms may be made via either email or standard mail.

13.2 No waiver by us of any breach of these User Terms by you shall be considered as a waiver of any subsequent breach of the same or of any other provision.

13.3 These User Terms and the Privacy Notice shall govern your access to the Service to the exclusion of any other terms and conditions.

13.4 If any provision of these User Terms or part thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall continue in full force and effect.

13.5 Your rights and obligations under these User Terms are personal to you and you undertake that you shall not nor purport to assign, lease, charge, sub-licence or otherwise transfer such rights and obligations in whole or in part.

13.6 Nothing in these User Terms (as amended by us from time to time) shall create any right or benefit for any third party under the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party which exists or is available apart from under that Act.

13.7 We shall not be liable for any loss suffered by you or deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond our reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority or if our servers are not working.

13.8 Section headings are included for convenience only and shall not affect the interpretation of these User Terms.

14 Updating these User Terms and the Website

We may vary these User Terms and/or the Privacy Notice by posting updates on the Website. The Service may provide notices of changes to these User Terms or other matters by displaying notices or links to notices to you generally on the Service. You are responsible for regularly reviewing these User Terms to obtain notice of such changes. We may also update and change the Website from time to time. Your use of the Website after any such change means you have accepted the new User Terms and any changes to the Website.

15 Communicating with Users

From time to time, messages from the Operators will be issued to registered Users with Website-pertinent information such as notification of major procurement projects, changes to procurement policies or rules, and changes or problems with the Website. We may also periodically survey Users for their feedback on the Website. Sell2Wales is part of a wider programme of Welsh Government business support and Users may be sent details of other appropriate support.

16 Disputes

In the event any User has a grievance or complaint about the Website and/or the Service they are encouraged in the first instance to contact help@sell2wales.gov.wales or in writing to Sell2Wales Manager, Welsh Government Offices, Sarn Mynach, Llandudno Junction, Conwy, LL31 9RZ with the aim of resolving the issue. This in no way detracts from the statutory or other applicable rights of the User.

17 Governing Law and Jurisdiction

These User Terms are governed by and constructed in accordance with the laws of England and Wales as applied in Wales and both you and we hereby agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

18 Cookies List

A cookie is a small piece of data (text file) that a website – when visited by a user – asks your browser to store on your device in order to remember information about you, such as your language preference or login information. Those cookies are set by us and called first-party cookies. We also use third-party cookies – which are cookies from a domain different than the domain of the website you are visiting – for our advertising and marketing efforts. More specifically, we use cookies and other tracking technologies for the following purposes.

Strictly Necessary Cookies

These cookies are necessary for the website to function and cannot be switched off in our systems. They are usually only set in response to actions made by you which amount to a request for services, such as setting your privacy preferences, logging in or filling in forms. You can set your browser to block or alert you about these cookies, but some parts of the site will not then work. These cookies do not store any personally identifiable information.

Performance Cookies

These cookies allow us to count visits and traffic sources, so we can measure and improve the performance of our site. They help us know which pages are the most and least popular and see how visitors move around the site. All information these cookies collect is aggregated and therefore anonymous. If you do not allow these cookies, we will not know when you have visited our site.

You can modify your preferences via the  Cookie Policy page.

We will review our privacy notice regularly and post any updates on this web page. This privacy notice was last updated in March 2023.

Proactis Tenders Limited, one of the Operators of the Website, is registered on the UK Data Protection Register under Number Z9969163.

19 Registration

19.1 You do not have to register to browse the information on the Website, but you do need to register your details with us if you wish to ‘Express your interest’ or download the additional documents provided with any of the contract opportunities.

19.2 The registration information that you provide to us for these purposes is stored securely on our database and any personal data you provide shall be dealt with in accordance with the terms of this Privacy Notice.

19.3 You can change your registration preferences, e-mail address and login details through the Website at any time. If you are no longer interested in using the

Service you can delete your account on your personal profile page.

20 Other Websites

20.1 We carry links from the Website to other sites which we believe to hold information which you may find useful. We are unable to guarantee that these links will always work and we make no representations as to the quality, or accuracy of the sites nor their terms of operation, for example their privacy policies.

20.2 We may offer data output feed to other suppliers of advertising portals.

20.3 Where the Website contains links to other websites, you should note that we are not responsible for the privacy practices or other policies of the owners and operators of those sites. We therefore encourage you to read the privacy statements and policies on each Website to which you are asked to submit personal information.