Sourcing@HMRC - Terms & Conditions (T&Cs)

These are the HM Revenue & Customs (HMRC) T&Cs for the eSourcing application, which need to be accepted before you are given access. You will be directed to these when you first log in to the application, Sourcing@HMRC.

In order to use this application, please carefully review and accept the Agreement below. Please note that by accepting the Agreement, you are representing that you are duly authorised by your organisation to do so on its behalf and creating a binding legal Agreement between HMRC and your organisation.

eSourcing Portal Use Agreement

This eSourcing Portal Use Agreement ("Agreement") is made between the legal entity on whose behalf you have been given access to this system ("Bidder") and HMRC.

The System (as defined in clause 1 below) is provided by HMRC and hosted by a third party. However, specific content and Services (as defined in clause 1 below) provided to Bidder by means of the System may be provided by one or more employees from the various business areas within HMRC, referred to in this Agreement as "HMRC".

This Agreement is legally binding. By clicking the <ACCEPT> button at the end of this Agreement, you are entering into this Agreement for and on behalf of Bidder. By clicking the <ACCEPT> button you warrant and represent that you are duly authorised by Bidder to enter into this Agreement on Bidder’s behalf and to use the System and the Services provided through the System, and that your accepting these terms and conditions in this manner shall give rise to a binding Agreement between Bidder and HMRC upon the terms of this Agreement.

1. Licence to use the System and provision of the Services

HMRC grants to Bidder and Bidder accepts, a non-exclusive, non-transferable licence to access and use the eSourcing Portal (the "System") for Bidder’s internal business purposes and not for any other purpose, and HMRC agrees to provide through the System such online sourcing events which may include (but is not limited to) RFx and auctions] as HMRC may offer to Bidder and Bidder may accept from time to time (the "Services"), on the terms and subject to the conditions set out in this Agreement.

For the avoidance of doubt the terms governing this Agreement are for the use of the System, and separate HMRC terms (as issued with any sourcing events) will govern any goods and or services sourced using the System.

2. Services

2.1 The functionality of each element of the System and the Services may be added to, amended or withdrawn and new elements introduced by HMRC in its complete discretion from time to time (each a "Change"). Prior to any Change, HMRC may, in its complete discretion, notify Bidder of such Change. Bidder will not be entitled to continue to receive any System or Service which has been withdrawn by HMRC. Following any Change, Bidder’s continued use of the System and the Services will be deemed to constitute acceptance of such Change.

2.2 If, in connection with a Change, any amendments to this Agreement are required, HMRC will notify Bidder of such amendments by posting the amended version of this Agreement on the System. Bidder must accept the amended version of the Agreement prior to using the System and Services. If Bidder does not agree with such amendments, it should not accept the amended version of the Agreement and must discontinue its use of the System and Services.

3. Users

3.1 Bidder has notified HMRC of the names of Bidder's officers and/or employees that Bidder has selected to have access to the System ("Users"). Bidder hereby represents and warrants to HMRC that: (a) such Users shall be authorised to access and use the System on behalf of Bidder; (b) such Users are experienced and knowledgeable regarding the matters in respect of which they will use the System; (c) Bidder shall be bound by and accountable for each User’s acts and omissions; and (d) in using the System and the Services, Bidder’s Users will at all times be acting within the scope of their authority. Bidder agrees to promptly notify HMRC of any changes to the authority or status of any User and acknowledges that HMRC may rely exclusively on the names of the Users notified by Bidder to HMRC in granting access to the System on behalf of Bidder.

Upon receipt of such Users' names HMRC shall, in reliance on Bidder's foregoing representations and warranties regarding such Users, allocate a username and password in respect of each User. Notwithstanding the foregoing, HMRC retains the right, in its complete discretion, to deny any User access to the System. Each password will continue in force until it is terminated by HMRC, changed by User or expires automatically after a period, if any, specified by HMRC and HMRC will provide the facility for Users to replace their passwords prior to such expiry. HMRC may provide replacement username(s) and password(s) at any other time as it thinks fit. Bidder shall take, and procure that Users take, all reasonable steps to protect the security of such usernames and passwords and prevent any person who is not a User from accessing the System or using the Services. For the avoidance of doubt, each username and password is strictly confidential to and shall only be used by the User to whom it is issued and is not transferable.

3.2 Bidder will ensure that each User complies at all times with all applicable laws, rules and regulations, the terms and conditions of this Agreement, and any additional terms and conditions presented in any part of the System and any other terms and conditions pertaining to the System and the provision of the Services from time to time.

3.3 In the event that any User ceases to be employed by Bidder or authorised by Bidder to access and use the System, Bidder will notify HMRC without delay and HMRC will, within a commercially reasonable time, disable the relevant username, password and digital certificate and so deny that User access to the System.

3.4 Bidder acknowledges that, subject to the confidentiality obligations contained in clause 7, HMRC may collect and maintain personal data in relation to and from Users (for example their name, job title and contact details and information concerning their access to, and use of, the System and the Services) which may be transferred to and processed in accordance with applicable data protection law by HMRC,or a third party or parties acting on behalf of HMRC. The locations where such personal data are maintained may not afford the same level of protection to personal data that would apply in Bidder’s specific jurisdiction. Bidder agrees to procure that each User has consented to such collection, transfer and processing of his/her data. It is Bidder’s duty to ensure that each User notifies Bidder of any changes to his/her personal data and Bidder undertakes that Bidder will, where relevant, notify HMRC of the same without delay.

3.5 Bidder acknowledges that, subject to the confidentiality obligations in clause 7, HMRC may also collect and maintain general data regarding each User's individual, and Bidder's, access to and use of the System and the Services and Bidder consents and agrees to procure that its Users consent to the use of such devices. Such general data will be used for administering access controls, providing assistance for use of the System and maintaining a record of communications effected through the System. The data may also be used for monitoring usage and performance of the System, and, in HMRC’s opinion, improving the System's usefulness to HMRC's suppliers generally and to Bidder in particular. This may include the offering of additional systems and services to Bidder. Such general data may be transferred to any country in which HMRC do business and processed in accordance with applicable law by HMRC, or a third party or parties acting on behalf of HMRC including outsourcing service providers anywhere in the world. The locations where such general data are maintained may not afford the same level of protection to general data that would apply in Bidder's specific jurisdiction.

4. Conditions of access

4.1 Bidder is responsible for and must provide at its sole cost all software, telephony, Internet connectivity and other equipment necessary for Bidder to access and use the System and the Services and obtain any relevant licences and/or consents.

4.2 Bidder acknowledges that the System incorporates encryption technology. Bidder agrees to comply with all laws, rules and regulations relating to Bidder's use of such encryption technology, including but not limited to those of the US Department of State, Department of Commerce or other United States agency or authority, and those applicable in any jurisdiction in which Bidder does business, and not to export or re-export such technology in violation of any such laws, rules or regulations. HMRC shall not be responsible for any breakdown of any technology used for encryption or electronic transmission of information.

4.3 Bidder agrees not to upload onto the System any software, file, information, data or other content: (a) which infringes any HMRC or third party intellectual property rights; (b) which adversely affects the performance or availability of the System or other HMRC resources or systems; (c) which is false, fraudulent or speculative; (d) which is defamatory of any person; (e) which is offensive in any manner; (f) which materially misrepresents facts or which may be damaging or injurious to HMRC, Bidder, Users, or any third party; (g) which would result in a breach of any obligation of confidentiality; or (h) in the case of personal data, without having obtained the informed consent of the person to whom such data relates. Bidder is responsible for checking the accuracy of any information Bidder uploads into the System and for keeping such Information up-to-date. HMRC shall have no liability to Bidder in respect of any information that is uploaded into the System by any other supplier of HMRC.

4.4 Bidder agrees that, when using the Internet or other communication media provided by third parties to connect to the System, Bidder will be using media and a physical network not controlled, maintained or provided by HMRC. Bidder acknowledges that the Internet and any third party websites accessed from the System by hypertext link are beyond HMRC’s control and are not in any way endorsed, warranted or supported by HMRC. Linking to such third party websites may cause the Bidder and User to lose certain regulatory protections which govern the System. Bidder assumes all risk and liability of any such use of the Internet and any such third party websites.

4.5 Bidder shall not (and shall procure that each of its Users shall not) use the System for any illegal or unlawful purpose, or access or attempt to access any part of the System access to which would be denied to Bidder and its Users by the System's normal operation.

4.6 Submission of a proposal and/or bid via the System does not obligate either party to enter into a contract for the provision of goods or services or otherwise, nor prevent HMRC from entering into a contract with any third party for the provision of goods or services. No binding commitment is created between HMRC and Bidder through this Agreement or the System in respect of any future supply of goods or services.

5. Intellectual Property Rights

5.1 All title, ownership rights and intellectual property rights in or relating to the System and the Services, any information transmitted by, to or over the System and the Services and information regarding Bidder’s use of the System and the Services shall remain in HMRC or its licensors. Nothing on the System or the Services shall be construed as conferring on Bidder any licence, save as expressly set out herein, of any of HMRC’s or any third party’s intellectual property rights, whether by estoppel, implication or otherwise.

5.2 Subject to clause 6.5, Bidder may use data derived from and relating to its use of the System and the Services in accordance with this Agreement for its normal business purposes (as determined by HMRC from time to time in its sole discretion), provided that such use shall at all time comply with all applicable laws, rules and regulations.

5.3 Except as permitted in clause 5.2, Bidder shall not (and shall procure that each of its Users shall not) reproduce, distribute, transmit, publish or otherwise transfer, commercially exploit, reverse engineer or decompile (except to the extent expressly permitted by law) or make any derivative product from the System or the Services or any software, file, data, information, know-how, idea, communication or other content received or accessed through or in connection with the System or the Services.

5.4 Bidder agrees to notify HMRC forthwith on becoming aware of any claim by any third party that any element of the System or the Services infringes any intellectual property right of any third party.

6. Warranty and Liability

6.1 Subject to clause 6.2 below, HMRC warrants that it has the right to grant the licence as set out in this Agreement. Subject only to this express warranty, the system and the services including, without limitation, their content, features and any related services, are provided to bidder on an "as is" and "as available" basis at bidder’s sole risk and without representations or warranties of any kind. HMRC does not guarantee that the system, the services or any part of them will be available to or accessible by bidder. All warranties, conditions or terms (express or implied, statutory or otherwise including without limitation any warranty, condition or term as to satisfactory quality, merchantability, fitness for a particular purpose and any warranties or commitments that access or use will be uninterrupted or error free), other than those expressly set out in this Agreement, are expressly excluded to the fullest extent permitted by law.

6.2 Notwithstanding any other provision of this Agreement, nothing in this agreement shall exclude or limit any liability to the extent such liability cannot be excluded or limited by applicable law (including, without limitation, death or personal injury resulting from HMRC’ negligence or the consequences of fraud by HMRC). This does not in any way confer greater rights than bidder would otherwise have at law.

6.3 Subject only to clause 6.2 and to the extent permissible by law, neither HMRC nor any third party providing services to HMRC for the purposes of this Agreement will have any liability for any loss or damage however caused arising under or in connection with this Agreement, including, without limitation, bidder’s use of or inability to access the system and/or the services, any product or service provided by any third party and any failure by HMRC to act on any information notified to it in any system user list, whether in contract, tort (including negligence) or otherwise. Bidder will not, under any circumstances, bring any claims of any nature (whether in tort (including negligence) or contract or otherwise) against any of HMRC’ directors, officers, employees, contractors, agents or third party service providers where such claims arise out of or in relation to the subject matter of this Agreement.

6.4 HMRC shall not be considered in breach of this Agreement in the event of any failure or delay for reasons not within HMRC’s reasonable control, including, without limitation, war, disaster, acts of nature, power failure, failure of communications services or networks, labour stoppage, sabotage, computer virus, hacking, unrest or disputes, acts or omissions of Bidder or any third party including national and/or supranational government agencies or bodies and courts of law.

6.5 HMRC may at any time and without giving any notice suspend the provision of all or any part of the System and/the Services to Bidder in whole or in part with immediate effect in the event of any of the force majeure circumstances described above, planned or unplanned maintenance and upgrading of the System or related Systems, any breach of this Agreement by Bidder or its Users and/or action by Bidder or its Users which is prejudicial or potentially prejudicial to the System, HMRC or other bidders.

6.6 The System and the Services are provided to Bidder solely for Bidder’s benefit and use in accordance with the terms of this Agreement. HMRC accepts no liability or responsibility to any third party who gains access to the System or the Services as a result of any act or omission by Bidder or any Users or otherwise. Bidder agrees to indemnify HMRC and its directors and employees on demand against any liabilities, losses, costs, claims, expenses (including legal fees) and damages in connection with any claims against HMRC and its directors and employees by any such third party, including but not limited to any claim by any third party which has access to data derived from the System and/or the Services pursuant to clause 5.2.

6.7 Bidder agrees to indemnify HMRC and its officers and/or employees on demand against any liabilities, costs, claims, losses, expenses and damages (including, but not limited to, legal fees) arising out of or relating to any breach of this Agreement by Bidder or any User.

7. Confidentiality

7.1 In this Agreement: "Confidential Information" means any and all information disclosed in connection with the provision by HMRC to Bidder and/or the use by Bidder of the System and the Services (whether before, on or after the date of acceptance by Bidder of this Agreement, whether verbally, in writing, electronically or by any other means, whether directly or indirectly and whether or not marked "Confidential") by the Disclosing Party or any person on its behalf to the Receiving Party or otherwise obtained by the Receiving Party or any person on its behalf from the Disclosing Party. For the avoidance of doubt, HMRC’s Confidential Information includes, without limitation, all information relating to the System, the Services and the existence and terms of this Agreement;
"Disclosing Party" means a party disclosing Confidential Information; and
"Receiving Party" means a party receiving Confidential Information.

7.2 In consideration of the disclosure of the Confidential Information supplied to it by the other party, each party agrees that it shall keep the other party’s Confidential Information confidential, not use such Confidential Information and not disclose such Confidential Information to another person except as permitted in clause 7.3.

7.3 Each party may disclose the Confidential Information of the other party:

7.3.1 to its businesses and any of its and its businesses' officers and employees (together, "Recipients"); provided that before disclosure of any Confidential Information to any Recipient, the Receiving Party shall ensure that the Recipient is made aware of and complies with the Receiving Party's obligations of confidentiality under this Agreement as if the Recipient was a party to this Agreement;

7.3.2 with the prior written consent of the other party; or

7.3.3 where disclosure is required by law, by a court of competent jurisdiction or by any regulatory body which regulates the conduct of the Receiving Party, provided that the Receiving Party shall give the Disclosing Party as much notice as is practicable of any such requirement and shall not disclose any more Confidential Information than is reasonably necessary in the circumstances.

7.4 HMRC may disclose the Confidential Information of Bidder:

7.4.1 to third parties and/or

7.4.2 to any third party that provides hosting or other services to HMRC in respect of the System and/or Services, provided that such third parties will have agreed with HMRC to keep such information confidential.

7.5 This Agreement does not apply to Confidential Information which:

7.5.1 the Receiving Party can show is in the public domain and was publicly available prior to the Receiving Party’s receipt thereof from the Disclosing Party, or has subsequently become publicly available other than by reason of any breach by the Receiving Party of this clause 7;

7.5.2 the Receiving Party can show was in its possession prior to disclosure by the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence to the Disclosing Party;

7.5.3 the Receiving Party obtains from a person other than the Disclosing Party, other than in breach by such person of any obligation of confidence to the Disclosing Party; or

7.5.4 the Receiving Party can show was independently developed by the Receiving Party without the benefit of any Confidential Information of the Disclosing Party.

7.6 The Receiving Party shall within 7 days following receipt of a written request from the Disclosing Party return to the Disclosing Party, or at the Receiving Party’s option destroy or delete, all documents, electronic storage media and other materials in its possession, custody or control to the extent the same contain any of the Disclosing Party’s Confidential Information, and certify to the other party that this has been done, provided that the Receiving Party shall be entitled to retain in its possession such Confidential Information as it is required to retain by applicable law or regulation or internal policy and information obtained pursuant to clauses 3.4 and 3.5.

7.7 Except as expressly set out in this Agreement, nothing contained in this Agreement shall be construed as granting any right or licence to either party’s Confidential Information or to any invention or discovery derived from or improvement made to such Confidential Information, whether conceived or created prior to or after the date of acceptance of this Agreement.

7.8 Each party acknowledges that breach by it of this clause 7 may cause irreparable injury to other party, which injury will be inadequately compensated in damages. Accordingly each party is entitled to the remedies of injunction, specific performance and other equitable relief in respect of any actual breach or threatened breach of this clause 7, in addition to any other legal remedies which may be available.

8. Termination

8.1 Each of HMRC and Bidder is entitled to terminate Bidder’s access to and use of the System and/or any of the Services at any time and without cause by written notice to the other.

8.2 If Bidder’s access to and use of the System and the Services is terminated by either party, HMRC shall be entitled to disable Bidder’s usernames, passwords and digital certificates and the licence granted under clause 1 and the provision of the System and the Services shall terminate with immediate effect.

8.3 Clauses 3.4, 3.5, 5, 6, 7, 9, 10, 11 and 12 shall survive termination of Bidder's access to the System and the Services.

9. Entire Agreement

9.1 The entire Agreement between Bidder and HMRC with regard to Bidder’s access to and use of the System and the Services is comprised of the following:

9.1.1 this Agreement, as amended by HMRC from time to time; and

9.1.2 any additional terms and conditions governing access to specific areas of the System and/or specific Services which HMRC may post on any part of the System from time to time, as amended by HMRC from time to time (and any such additional terms shall take precedence over this Agreement).

9.2 This Agreement replaces any and all preceding versions of this Agreement, whether in electronic or tangible form, accepted and/or executed prior to the date of acceptance of this Agreement.

10. Notices

10.1 Any notice to be given by Bidder to HMRC under or in connection with this Agreement shall be in writing.

10.2 Any notice or communication given by HMRC to Bidder under or in connection with this Agreement may be given through the System, by email to the email address of any Bidder User, or in writing to sent to the address or facsimile number of Bidder that HMRC has in its records from time to time. Any such notice or communication shall be deemed to have been delivered and communicated to Bidder at such time as it is available for Bidder to view through the System.

11. Third Party Rights

Each of the HMRC businesses may enforce the Bidder’s obligations under this Agreement, as if it was a party to this Agreement. Subject to the foregoing, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The parties may vary the terms of or rescind this Agreement without the consent of any third party.

12. Governing Law and Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with English law and in the event of a dispute arising out of or in connection with this Agreement, the English courts shall have exclusive jurisdiction.