Terms Of Service

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Our Services

Tendium AB (“Tendium” or “we”) provides services to customers who are active on or interested in entering the public market (“Services”), including an online service (https://app.tendium.com with all the applications and features therein (the “Platform”). These Terms of Service (the “Terms”) are part of the Agreement (as defined below) between Tendium and the users of Tendium’s Services (the “Customer” or “you”), collectively referred to as the “Parties” and individually as a “Party”.

Platforms powered by Tendium

Tendium is proud to work with partners! We provide tailored versions of our Platform through our partners. This means that if you use a platform powered by Tendium, you have most likely been referred to these Terms during your sign-up-process, through prior agreement, or similar. These Terms shall apply for your use of the partner platform powered by Tendium, and shall be binding between you and the partner.

Part I: The Essentials

1.1 Our Agreement

These Terms are incorporated into the agreement between the Customer and Tendium, and are binding for all users to the Platform and other Services. The agreement between the Customer and Tendium consists of: (i) an order confirmation; (ii) these Terms (iii) Tendium’s Service Description; (iv) Tendium’s Data Processing Agreement (“DPA”); and (v) any other document(s) referred to in the aforementioned documents, as applicable (collectively referred to as the “Agreement”). In case of any inconsistency between the Agreement documents (i)-(v), the documents shall take precedence in this set order.

When you enter into the Agreement on behalf of your organisation, you represent and warrant that you have the necessary authority to legally bind such organisation.

As part of entering into the Agreement, the Customer agrees to provide Tendium with accurate and complete billing information.

1.2 Platform Availability And Updates

We provide the Platform “as is” and “as available” with no liability for Tendium in respect of availability or support.

We reserve the right to make improvements, additions, and changes, and to remove functions on the Platform without giving prior notice to you, as it is important for us to continuously provide you with a top of the line service. Your continued use of the Platform, after we make these changes, means you’re okay with them.

1.3 Platform Features

PUBLIC PROCUREMENTS PRESENTED TO YOU

Within the Platform, you will be presented with information on public procurements. This information is based on the content in public and published information that is available and accessible to Tendium through Tendium’s present monitoring of public databases. Tendium does not undertake any responsibility of any sorts regarding the accuracy or completeness of the content in such public and published information. Tendium will provide you with the information on public procurements within a timeframe of twelve (12) hours to two (2) working days from the time of its available and accessible publication.

THE RESPONSE GENERATOR

The Platform includes a feature enabling you to automatically generate responses to questions in a new procurement, based on your previous answers from procurements that you have participated in (this feature is called the “Response Generator”). Please see the additional terms for using the Response Generator (Appendix 1).

DATA ANALYSIS AND DELIVERY

Tendium collects and structures unique data on public sector payments. This data can be used to conduct market, competitor, and contract analysis (i.e. to your advantage). This feature in the Platform is called “Analytics & Insights”.

Similar to this feature, we offer data deliveries and business intelligence reports as part of our Services. You can request a delivery of data and/or analysis report based on certain data points (this service is decoupled from the Platform). Please see the additional terms for such deliveries (Appendix 2).

OTHER SPECIAL FEATURES

As Tendium (and the technology of today and tomorrow) keeps developing rapidly, we may develop new services and features that require special terms. Stay tuned for updates!

1.4 Platform Subscription, Automatic Renewal, Price Adjustments And Changes

The Platform is provided to you on a subscription basis. The term and fee of your subscription follows your subscription plan. The term of the subscription indicates the cycle of your payment.
Your subscription term will automatically renew the day after your original subscription term is due to expire. Hence, your subscription renews according to your previously active subscription plan, unless terminated or changed before.
The Customer may, at any time, choose to upgrade the subscription plan and add users. The Customer will be billed directly for the applicable increased amount of the subscription fee prorated for the remainder of the then-current subscription term.
The Customer may, at any time, choose to downgrade the subscription plan. A downgrade will come into effect at the time of the next renewal date of the subscription term, provided that the request is made before the end of the notice period, as set forth in section 1.6, below.

1.5 Your Payment

The Customer shall pay the fee for the Service(s) in accordance with the applicable price and in the, from time to time, applicable currency. All prices presented are exclusive of applicable VAT.

Payment shall be made by the methods of payment offered by Tendium from time to time. For invoice payment, you will be invoiced in advance of the first day of your subscription term, and payment terms are thirty (30) days from the invoice date.

When paying by card, the Customer authorises Tendium to automatically charge the subscription fee. You shall pay the subscription fee for the Platform in advance of the first day of your subscription term.

1.6 Termination Of Platform Subscription

Either Party may terminate the Agreement regarding the Platform subscription by written notice to the other Party. The Customer can terminate the subscription by emailing support@tendium.com. The Customer may terminate (or downgrade) their subscription at the latest thirty (30) days before the automatic renewal is due. The Customer shall not be entitled to recover any excess amount of payments made.

1.7 The Customer’s Data Ownership

The Customer owns all intellectual property rights relating to the content, data, or information uploaded, submitted, or processed, directly or indirectly, by you or on your behalf on the Platform, or provided by you for the purpose of us providing you other Services (“Your Data”). However, Tendium is entitled to access and/or use Your Data in accordance with the purposes set forth in section 4.1 below.

Part Ii: USE OF DATA

2.1 USE OF DATA

Data provided by Tendium may be used solely for the Customer’s internal use, such as receiving information related to public procurement opportunities.

2.2 remedies for unauthorised use of data

The Customer is liable for all loss caused to Tendium by any other use of Data than stated in Clause 2.1 by the Customer or by any third party whom it has provided access to the Data.

Part Iii: pLATFORM PROTOCOL

3.1 REGISTRATION

In order to use the Platform, you need to register your account, complete the applicable registration process, and provide all mandatory information requested.

3.1 MISUSE

Tendium reserves the right to impose restrictions for your use of the Platform, suspend you from the Platform until remedied by you, and/or terminate the Agreement with immediate effect, if:

(i) Tendium, in its sole discretion, believes that you have acted in violation of the Agreement;

(ii) Tendium is required to do so under applicable law, regulation, or an order issued by an authority;

(iii) Tendium suspects that you are using the Platform to engage in illegal, fraudulent, or unauthorised manner;

(iv) Tendium has reason to believe that you have supplied false or misleading information in connection with registration or identify verification;

(v) Tendium has reason to believe unauthorised attempts were/are made to access a user account; or

(vi) If your use of the Platform jeopardises the Platform or any other customer’s use of it.

3.3 Responsibilities

You are fully responsible for:

(i) Keeping your user account strictly personal and ensuring safe management of your login details (including keeping passwords and user identification secure);

(ii) All activities that occur in respect of your user account(s), whether such activities occur with your permission or not;

(iii) Promptly notifying Tendium if you become aware of unauthorised use of your user account and/or of any change at your end that may affect Tendium and/or the Platform;

(iv) Maintaining the equipment, software, and communication services required to use the Platform;

(v) Providing required information to Tendium and review the actions of and make decisions that are necessary for Tendium to be able to provide the Platform;

(vi) Maintaining the security of your IT-environment, such as the operating environment, networks, and applications; and

(vii) Following applicable user guidelines and limitations set out in the Agreement and any other instruction from Tendium.

3.4 Obligations

You may not:

(i) In any way attempt to reverse engineer, decomplie, otherwise recreate the Platform, or make copies for archival or disaster recovery purposes, other than as by, at each time, is permitted by mandatory law;

(ii) Make the Platform available to anyone other than as permitted in the Agreement, including, but not limited to, selling, reselling, or leasing access to the Platform;

(iii) Use the Platform to store or transmit intellectual property rights infringing the rights of third parties, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third party’s right under applicable data protection laws;

(iv) Use the Platform to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious codes, files, scripts, agents, or programs;

(v) Interfere with, or disrupt, the integrity or performance of the Platform or online, web-based applications and offline software products or services that are provided by a third party, interoperates with Tendium, and may be either separate or conjoined with Tendium, whether or not such are indicated by Tendium as being third-party applications (“Third-Party Applications”);

(vi) Attempt to gain unauthorised access to the Platform or thereto related systems or networks;

(vii) Access the Platform to monitor its availability, performance, or functionality, unless explicitly agreed in writing;

(viii) Access or attempt to access the Platform using any portal, interface, or means other than the interfaces and application programming interfaces provided by Tendium;

(ix) Access or make use of the Platform using automated means, including the use of scripts and web crawlers, unless explicitly otherwise agreed in writing; or

(x) Act in violation of any directives that Tendium may make in respect of the Platform using a Robots Exclusion Protocol, robots.txt file, Robots Exclusion Standard, or other such method.

3.5 Technical Measures Against Web Harvesting

You warrant that you have adopted adequate policies and procedures to prevent retrieval of Your Data (whether it was uploaded, submitted, or processed by you or on your behalf (with or without your permission) from the network by web harvesting software bots, scripts, web crawlers, or any other method of automated data retrieval (“Web Harvesting”).

You warrant that you will take appropriate technical measures to:

(i) Block the IP addresses behind any Web Harvesting activity;

(ii) Identify sources and IP addresses behind any Web Harvesting activity;

(iii) Monitor Web Harvesting activity;

(iii) Verify that any user(s) are not engaged in Web Harvesting; and

(iv) Take action against any Web Harvesting activity if Tendium deems that such activity is affecting the use, profitability, or effectiveness of the Platform, if reasonably requested to do so by Tendium.

Part iv: ADDITIONAL KEY LEGAL TERMS

4.1 Access To Your Data

Tendium is entitled to access and use Your Data, provided that no Confidential Information (as defined below in section 4.5) is disclosed to a third party, where the Agreement permits or requires modification or disclosure of Your Data:

(i) for the purpose of improving our Services (with the exception of Added Data, as defined below) ;

(ii) for the purpose of providing our Services;

(iii) for the purpose of preventing or addressing Platform and/or technical matters; or

(iii) at your request for customer support.

Further, you acknowledge and agree that Tendium may allow providers of Third-Party Applications to access Your Data as required for the interoperation of those Third-Party Applications with the Services.

When using and accessing Your Data, Tendium will act in accordance with:

Tendium’s prevailing Privacy Policy;
The DPA between the Parties; and
The GDPR and other applicable legislation

4.2 Late Or Incomplete Payment

If your payment for our Service(s) is late or incomplete, Tendium is entitled to interest on overdue payment in accordance with the Swedish Interest Act (1975:635), a reasonable late payment charge, and a debt collection fee according to applicable laws. Tendium reserves the right to charge the Customer a reminder fee for sending a past due notice regarding the Customer’s late payment.

If full payment is not received within ten (10) days from the date when a written payment reminder was sent, Tendium has the right to suspend the Customer from the Platform and/or terminate the Agreement with immediate effect.

4.3 Conditions For Immediate Termination

If a Party has committed a material breach of the Agreement, and does not fully rectify such breach within thirty (30) days of the other Party giving a written notice thereof, the other Party is entitled to terminate the Agreement with immediate effect.
Either Party is entitled to terminate the Agreement with immediate effect if the other Party is declared bankrupt, enters into composition proceedings, or enters into liquidation.
In addition to the above, Tendium is entitled to terminate the Agreement with immediate effect:

(i) Where a third-party supplier, sublicensees or subcontractor terminates an agreement with Tendium, and as a consequence it is not commercially reasonable for Tendium, as deemed by Tendium, to continue providing the Platform under the Agreement;

(ii) Where Tendium chooses to discontinue the Service;

(iii) Upon a breach of your obligation under Part II, above; or

(iv) If the Customer does not comply with sections 1.5 and 4.2 (payment terms).

4.4 Intellectual Property Rights

Tendium and/or Tendium’s licensor(s) holds and owns all rights, including all intellectual property rights, related to Tendium’s websites and the Services, and any therein included software and source code, including but not limited to patents, copyrights, design rights, and trademarks (whether those rights are registered or not). It is prohibited to decompile, disassemble, and in any way reverse-engineer any of our intellectual property. You shall not have the right to remove or alter any proprietary markings of Tendium in the Services. Should the Service(s) in any way require Tendium’s use of intellectual property rights held by you or your licensor(s), Tendium is granted a licence by you to utilise such intellectual property rights for said purpose for as long as the Service(s) is provided to such Customer.

RESTRICTIONS

Unless otherwise agreed upon in writing, nothing in the Agreement gives you the right to use any of the Tendium trade names, trademarks, logos, domain names, or other distinguishing marks. Nothing in the Agreement shall be interpreted as a transfer of Tendium’s rights, or part thereof, to you.

INDEMNIFICATION

You shall indemnify Tendium against any and all claims, demands, suits, or proceedings, made or brought against Tendium by a third party alleging that Your Data (whether it was uploaded, submitted, or processed by you or on your behalf (with or without your permission) or your use of the Services in breach of the Agreement infringes on such third party’s intellectual property rights or violates applicable law, and you shall indemnify Tendium from any cost or damages which Tendium may be obligated to pay in accordance with a judgement, arbitral award, or settlement. Your undertaking shall only apply provided that you, without undue delay, are notified by Tendium in writing of the claim or action, and that you are given the sole right to control the defence against such action and decide on any agreement or settlement.

Tendium agrees to indemnify the Customer from any claims by a third party based on your use of the Service, or part thereof, infringing any such third party’s intellectual property rights, provided that the Customer:

(i) Is established in the country where such claim by a third party arises;

(ii) Only have used the Service in accordance with the conditions set forth in the Agreement;

(iii) Have not used, operated, or combined the Service with hardware, software, data, documentation, or other equipment not approved by Tendium, if such infringement would have been avoided but for such use, operation, or combination;

(iv) Have not altered the Service or used in a way deviating from its construction or intended purpose;

(v) Without undue delay notifies Tendium of the claims brought against the Customer;

(vi) Allow Tendium to control the defence and to solely decide in all related settlement negotiations; and

(vii) Act in accordance with Tendium’s instructions, and cooperate with, and assist Tendium to the extent reasonably requested by Tendium.

Subject to the conditions under this section, Tendium shall within the agreed limitation of liability, as set forth in section 4.7, below, indemnify the Customer for such damages, liabilities, costs, or expenses awarded in a final judgement or settlement which has been approved in writing by Tendium.

4.5 Confidentiality

The Parties hereby agree to take all reasonable measures to ensure that Confidential Information (as defined below) is not disclosed and to only use Confidential Information for the purpose of executing the Agreement (the “Purpose”). “Confidential Information” includes any and all information relating to the other Party that is of confidential nature, including but not limited to, Your Data, technical and business data, know-how, commercial information, or other information whose disclosure or unauthorised use may harm the other Party. Individually agreed prices, certain agreed terms and conditions, and login details (including passwords and user identification) shall always be considered as Confidential Information.
Each Party undertakes to safeguard the Confidential Information belonging to the other Party in a manner no less protective of such information than of its own information, and to keep the Confidential Information separate from its own information.
The Parties may disclose Confidential Information to its affiliates and its respective employer, employees, directors, officers, consultants, advisors, accountants, third-party suppliers, sublicensees, or subcontractors (the “Affiliates”) who have a need to know and/or get access to such information for the Purpose. Each Party shall in such a case impose on the Affiliates, in an appropriate manner, the obligations of confidentiality as set out in this confidentiality clause.

The confidentiality undertakings shall remain in effect during the term of the Agreement and for a period of two (2) years after termination.
In the event of a breach of this confidentiality undertaking, Tendium is entitled to liquidated damages corresponding to one (1) Price Base Amount (sw. “Prisbasbelopp”), as defined by the Social Insurance Code (2010:110) for the year 2024, for each and every individual breach committed by the Customer. However, Tendium is entitled to claim larger damages upon proof that the actual damage corresponds to a greater amount.

EXCEPTIONS TO CONFIDENTIALITY

The confidentiality undertakings shall, however, not include:

(i) Information that is or becomes publicly known, other than through a breach of this Agreement;

(ii) Information that is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(iii) Information that was known to the receiving Party prior to receipt from the disclosing Party, without obligation of confidentiality;

(iv) The disclosure or use of information is required by law, regulations, or any other regulatory body; or

(v) The disclosure or use of information is required in order for the Party to protect their own interests if a dispute arises.

4.6 Warranties And Disclaimers

Tendium warrants that the Services will perform materially in accordance with the Service Description, and that Tendium will not materially decrease the overall functionality or security of the Services.
Except as expressly provided herein, Tendium makes no warranty of any kind whether express, implied, statutory, or otherwise, and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the Platform being free from errors and bugs.
Notwithstanding the above, any “beta versions” or similar of the Services are provided “as is” and without warranty of any kind, and Tendium disclaims all liability and indemnification obligations for any harm, damages, or other liability caused by any provider of Third-Party Applications.

4.7 Limitation Of Liability

Tendium is only liable towards the Customer for damages caused by Tendium’s gross negligence or intent.
Tendium is not liable for damages caused by modifications or changes to the Platform made by Tendium, at its sole discretion, or according to the Customer’s instructions, or performed by anyone other than Tendium (including, but not limited to, changes made by the Customer or on the Customer’s behalf).
Tendium is not, under any circumstances, liable for loss of profit, revenue, savings, use, goodwill, loss or damage due to operational power or network interruptions, loss of or damage to data, the Customer’s potential liability towards a third party, or any other indirect or consequential damages of any kind.
Tendium is not liable for the Customer’s and/or any user’s hardware and software being affected adversely by the use of the Platform.
Furthermore, Tendium is not liable for the content in Your Data, whether it was uploaded, submitted, or processed by you or on your behalf (with or without your permission), and information presented on public procurements, in accordance with sections 1.3 and 1.7.

TOTAL AND AGGREGATE LIABILITY

Tendium’s total and aggregate liability under the Agreement is, for each calendar year and regardless of the number of damages, limited to the accrued amount of the fees paid by the Customer during the twelve (12) month period prior to the time when the damage(s) occurred. If you use the Platform under a trial or otherwise free subscription, Tendium’s aggregate liability, regardless of the number of damages, is limited to one hundred Euro (EUR 100). Tendium’s liability for Third-Party Applications, third-party suppliers, sublicensees, or subcontractors shall never exceed such an amount as Tendium is entitled to reclaim from the provider(s).

WRITTEN NOTICE

Tendium is not liable for damages unless the Customer notifies Tendium in writing thereof no later than ninety (90) days after the Customer noticed or should have noticed the actual damage or loss, and in no situation liable if notified later than six (6) months from when the damage occurred.

4.8 Changes And Amendments To This Agreement

Tendium is entitled to make changes and amendments to the Agreement, and to change the price of the Platform. Tendium will notify the Customer as appropriate under the circumstances of the changes and/or amendments. Changes in applicable prices shall have effect from the next renewal date of the subscription, and the Customer will be notified by Tendium with reasonable notice.

The Customer’s continued use of the Platform after the change(s) and/or amendment(s) has been implemented shall constitute an acceptance of the change(s) and/or amendment(s).

4.9 Miscellaneous

The contents of the Agreement shall supersede all previous written or oral commitments and undertakings.
The Agreement may not be assigned to a third party without the other Party’s written approval. Tendium is however entitled to assign the Agreement to a third party in connection with a transfer of Tendium’s business or a part thereof, and to companies within the same group as Tendium.
Tendium reserves the right to deny an organisation access to and/or to purchase the Services.
Tendium is entitled to engage subcontractors for the performance of its obligations under this Agreement. Tendium is responsible for the subcontractor’s work as for its own.
The following sections shall survive the termination of the Agreement: (i) 1.5 and 4.2 (Payment Terms); (ii) 1.4, 1.6 and 4.3 (Term and Termination); (iii) 4.4 (Intellectual Property Rights); (iv) 4.5 (Confidentiality); (v) 4.6 (Warranties and Disclaimers); (vi) 4.7 (Limitation of Liability); (vii) 4.10 (Governing law and disputes); and (viii) any other right or obligation of the Parties in the Agreement, which by its expressed terms or nature and context is intended to survive termination of the Agreement.

4.10 Governing Law And Disputes

This Agreement shall be construed in accordance with and be governed by the laws of Sweden, with the exclusion of its conflict of law rules. Any dispute, controversy, or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount of dispute, and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the Parties.

The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, or similar.

Appendix 1 – Response Generator

The Customer’s old bids, new questions compiled, and any other data that the Customer inserts in the Response Generator (“Added Data”) shall be considered to be a part of “Your Data”, in accordance with section 1.7, above.
Tendium undertakes to: (i) Host the Added Data in the EU; (ii) Ensure that the Added Data only will be used for the purpose of providing the Customer with output (defined in point B, below) through the Response Generator, hence, not use the Added Data to train, improve, or further develop the models used for the Response Generator; and (iii) Permanently delete all the Added Data when the Agreement expires or when the Customer requests permanent deletion of the Added Data.
The Customer undertakes to: (i) Ensure that all usage of the Response Generator complies with the Terms; and (ii) Not input any irrelevant data, including unnecessary personal data, into the Response Generator.
Tendium shall not be liable for: (i) The answers provided by the Response Generator (“Output”); nor (ii) How the Customer decides to use the Output.
The Output belongs to the Customer and is considered to be the Customer’s intellectual property provided that the Customer acts in accordance with the Agreement.

Appendix 2 – Data Delivery And Business Intelligence Reports

Tendium hereby grants the Customer a non-exclusive right to use the “Data” (as defined in the Customer’s order confirmation/quotation from Tendium), including aggregated data compiled by Tendium, along with related information, know-how, proprietary rights, patent rights, copyrights, and trademark rights that can be attributed to the compilation of Data under the terms set forth under the Agreement (“Grant”).
Tendium delivers Data in accordance with point A, above, public and published information that is available and accessible to Tendium and/or, if applicable, other information that Tendium has access to, as agreed between the Parties and stipulated in the Customer’s order confirmation/quotation from Tendium. The Grant is delivered digitally, in a format agreed upon between the Parties.
The Data provided in the Grant is strictly limited to the Customer’s internal use. The Customer shall not distribute, publish, or disclose the Data in any form, unless otherwise agreed upon in writing between Tendium and the Customer. The Grant is limited to use within Sweden and is valid without any time limitations, if not otherwise agreed upon.

When you comply with the Agreement, you are granted a restricted, non-exclusive, and time limited right to use the Services.

Last update: August 14th 2024