Terms & Conditions

At Blackdown IT, we take great care in defining our Terms & Conditions to ensure a transparent and secure environment for our users. Our Terms & Conditions are designed to govern the activities of our website visitors and establish a clear relationship between our users and Blackdown IT. We understand the importance of tailoring our Terms to meet the specific needs of our app development services, providing a legal framework that safeguards both our users and our business.

Blackdown IT Auction-Pro Terms and Conditions

Terms and Conditions

Introduction
1. These Terms and Conditions govern the use of the Auction-Pro auction software as a Service ("SaaS") provided by Blackdown IT Limited ("Blackdown IT”)
2. By accessing or using our SaaS platform, the Client ("Client") agrees to comply with these Terms and Conditions.
Scope of Services:
Blackdown IT offers its SaaS package to Clients for the purpose of conducting online auctions. The SaaS package enables Clients to host auctions on a digital platform provided by Blackdown IT.
1. Auction Hosting:
  Blackdown IT provides Clients with the technology infrastructure and tools necessary to host and manage online auctions. Clients are responsible for creating auction listings, setting bidding parameters, and overseeing the auction process within the framework of the SaaS.
2. Item Listing:
  Clients and users of the platform have the ability to list items for auction within the specified guidelines and policies outlined by Blackdown IT. The responsibility for accurate item descriptions, pricing, and legality of listed items lies with the Client.
3. Bidding Process:
  Bidders on the platform engage in auctions by placing bids on listed items in accordance with the auction rules set by the Clients. Blackdown IT does not participate in the bidding process but provides the functionality and security of the platform for a fair and transparent auction environment.
4. Auction Management:
  Clients have access to tools and features on the platform to manage and monitor their auctions, including tracking bids, closing auctions, and resolving disputes. Blackdown IT is not liable for the outcomes of auctions conducted on the platform but provides technical support and assistance as needed.
Client Responsibilities
1. Compliance with Laws
  1. Clients and users of the Auction-Pro SaaS platform must adhere to all applicable laws and regulations in their respective territories.
  2. It is the responsibility of Clients and users to ensure that their activities on the platform comply with local, national, and international laws.
2. Prohibited Content
  1. Clients and users are strictly prohibited from posting any content that is illegal, infringes upon intellectual property rights, or violates the rights of others.
  2. Content that includes but is not limited to pornography, hate speech, discriminatory material, illegal substances, or any other unlawful materials is strictly prohibited on the platform.
3. Monitoring and Reporting
  1. Blackdown IT does not actively monitor the content posted by Clients and users on the platform.
  2. Clients and users are encouraged to report any content that they believe may violate these Terms and Conditions or the law to Blackdown IT for review and appropriate action.
4. Non-Responsibility for Illegal Content
  1. Blackdown IT shall not be held liable for any illegal content posted by Clients or users on the SaaS platform.
  2. Clients and users acknowledge that they are solely responsible for the content they upload, share, or distribute on the platform and bear all legal consequences for any violations.
5. Content Moderation
  1. In the event that illegal or prohibited content is discovered on the platform, Blackdown IT reserves the right to remove such content and take necessary actions to address the violation.
  2. Blackdown IT may suspend or terminate the account of any Client or user found to be in violation of these Terms and Conditions or engaging in illegal activities on the platform.
Fees and Payments
1. Subscription Packages
  1. Blackdown IT offers three levels of subscription packages for the facilitation of SaaS: Starter, Business, and Enterprise, based on the number of active listings.
  2. The Starter package allows for a maximum of 25 active listings, the Business package permits up to 100 listings, and the Enterprise package offers unlimited listings.
2. Payment Options
  1. Clients may choose to pay their subscription fees on a monthly or yearly basis upon signing up for the service.
  2. Blackdown IT reserves the right to deactivate the SaaS if a Client falls into arrears with payment. Upon receipt of payment, the site will be reactivated promptly.
3. Add-ins and Additional Services
  1. Clients may access add-ins, if and when available, in alignment with the Starter, Business, and Enterprise packages, subject to payment.
  2. Add-ins may be deactivated if the Client becomes delinquent in payment to Blackdown IT.
4. Design Services and Client-Specific Development
  1. Blackdown IT may offer design services or Client-specific development at an additional cost to Clients.
  2. For such services, Blackdown IT requires 50% of the quoted cost upon order placement and the remaining balance upon delivery.
  3. Blackdown IT reserves the right to deactivate any designs or developments if the Client fails to meet payment obligations.
5. Refunds and Cancellations
  Refer to Clause 8 “Termination”
Data Security and Privacy
1. Data Handling and Security
  1. Blackdown IT Limited is committed to maintaining the security and confidentiality of all data shared and processed through its SaaS.
  2. Clients acknowledge that while Blackdown IT implements industry-standard security measures to protect data, no system can guarantee absolute security against unauthorised access or breaches.
2. Data Ownership and Usage
  1. Clients retain ownership of the data and information they upload or provide on the platform.
  2. Blackdown IT may access and process Client data solely for the purpose of providing and improving the SaaS and will not disclose or use such data for any other purposes without explicit consent.
3. Compliance with Privacy Regulations
  1. Clients are responsible for ensuring that the collection, processing, and storage of personal data on the platform comply with relevant data protection laws and regulations.
  2. Blackdown IT disclaims any liability for Client actions that contravene data privacy laws or result in data breaches.
4. Third-Party Services
  1. Blackdown IT may utilise third-party services or vendors to support the SaaS. Clients acknowledge that these third parties may have access to certain data for service delivery purposes.
  2. Clients agree that Blackdown IT is not liable for any breaches or mishandling of data by third-party service providers.
5. Data Backup and Recovery
  1. Blackdown IT undertakes regular data backups to ensure data integrity and availability.
  2. Blackdown IT shall not be liable for any data loss or corruption.
6. Incident Response and Notification
  1. In the event of a data breach or security incident, Blackdown IT will promptly investigate, mitigate, and notify affected Clients in accordance with applicable laws and regulations.
  2. Clients agree that Blackdown IT's liability for any data breach is limited to the extent permitted by law.
Intellectual Property
1. Ownership: Blackdown IT retains all rights, title, and interest in and to the SaaS, including all intellectual property rights, whether registered or unregistered.
2. License: Upon payment of the subscription fees, Blackdown IT Limited grants the Client a non-exclusive, non-transferable license to use the SaaS solely for the Client's internal business purposes during the term of the agreement.
3. Client Content: The Client retains ownership of all data, information, and content uploaded to the auction facilitation platform ("Client Content"). The Client grants Blackdown IT a limited license to use, reproduce, and display the Client Content solely for the purpose of providing the auction facilitation service.
4. Restrictions: The Client agrees not to copy, modify, distribute, sell, or create derivative works based on the auction facilitation service or any part thereof. The Client further agrees not to reverse engineer, decompile, or disassemble the service or attempt to derive the source code.
5. Feedback: Any feedback, suggestions, or ideas provided by the Client regarding the SaaS may be used by Blackdown IT without any obligation to the Client.
6. Third-Party Intellectual Property: The Client warrants that it has the necessary rights and licenses to use any third-party intellectual property incorporated into the Client Content and indemnifies Blackdown IT against any claims of infringement.
7. Confidentiality: Both parties agree to maintain the confidentiality of each other's proprietary information and intellectual property rights during and after the term of the agreement.
Limitation of Liability
1. To the extent permitted by applicable law, Blackdown IT's total liability arising out of or in connection with the provision of the SaaS, including but not limited to breaches, data security incidents, or any other claims, shall be limited to the total charges paid by the Client to Blackdown IT during the twelve (12) months preceding the event giving rise to the liability.
2. In no event shall Blackdown IT be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.
3. The limitation of liability set forth in this clause shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive termination of the agreement between Blackdown IT and the Client.
4. Clients expressly acknowledge and agree that the limitation of liability provision is a fundamental basis of the agreement between the parties and that Blackdown IT would not have entered into the agreement without such limitation.
5. As such Blackdown IT cannot be construed to be part of the transfer of ownership of items listed and purchased via the Website and all liabilities and legal responsibilities of the Client, any Client’s buyers and/or sellers of lots through the platform rest with the Client, those buyers and the sellers and not Blackdown IT. Nothing within these terms and conditions can be construed to provide any third-party rights to a person or entity who is not party to this agreement.
6. Under the Money Laundering Regulations, it is required by law to establish the identity of the buyer and seller involved in any transaction and the Client must take all steps to ensure compliance with said legislation in their operation of the Blackdown IT auction platform.
7. Blackdown IT do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software. You or any user of the site must not misuse our site knowingly introducing any material which is malicious or technologically harmful. You or any user of the site must not attempt to gain unauthorised access to the site, the server or any other computer or database connected to the site. Breach of this provision is a criminal offence under the Computer Mis-use Act 1990. Any such action will be reported to the relevant enforcement authority, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach or any other breach of these terms and conditions your right to use the site will cease immediately.
8. If the SaaS site contains any website links to other sites and resources provided by third parties, these are provided for information purposes only. Blackdown IT confirm that any links either from or to the site do not suggest any form of association, approval or endorsement of those sites or information contained on them on our part where none exists. We reserve the right to withdraw linking permission without notice.
Termination
1. Termination by Client: The Client may terminate the agreement with Blackdown IT Limited at any time by providing written notice. Upon termination, the Client shall remain liable for any outstanding fees or charges up to the effective termination date.
2. Termination by Blackdown IT: Blackdown IT reserves the right to terminate the agreement with the Client immediately in the event of non-payment, material breach of terms, or violation of applicable laws or regulations.
3. Refunds:
  1. Monthly Subscription: If the Client has chosen a monthly subscription and decides to cancel during a billing cycle, no refunds shall be provided for that billing cycle.
  2. Yearly Subscription: If the Client has chosen a yearly subscription and decides to cancel before the end of the subscription period, the refund will be calculated based on the equivalent monthly charges for the remaining full months. Any partial months shall not be refunded.
  3. Design Services: For design services or Client-specific developments, if the Client cancels before delivery, Blackdown IT Limited shall retain 50% of the quoted cost already paid by the Client.
4. Effect of Termination: Upon termination of the agreement, the Client's access to the Auction-Pro auction facilitation service will be immediately disabled. The Client is responsible for exporting any data or content before the termination date.
5. Survival: The provisions related to intellectual property rights, confidentiality, limitation of liability, and any other provisions necessary for the interpretation or enforcement of the agreement shall survive the termination of the agreement.
Governing Law
1. Governing Law: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales.
2. Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, breach, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.
3. Waiver of Jurisdiction: The parties hereby waive any objection to the laying of venue based on the grounds of forum non conveniens or any other similar doctrine.
4. Language: This Agreement is drafted in the English language, and any translation provided is for convenience only. In the event of any discrepancy between the English version and a translated version, the English version shall prevail.
Contact Information
Blackdown IT Limited
1 Church Barton, Culmhead, Taunton, TA3 7EQ, England
Email: admin@blackdownit.co.uk
For any inquiries, feedback, or concerns regarding our services, please do not hesitate to contact us at the email address provided above.
Disclaimer of Warranties:
The services provided by Blackdown IT are on an 'as is' and 'as available' basis. We do not make any warranties or guarantees regarding the accuracy, completeness, or reliability of our services.
Indemnification:
By using our services, you agree to indemnify and hold Blackdown IT harmless from any claims, damages, or losses arising from your violation of these Terms and Conditions or your use of our services.
Dispute Resolution
Any disputes arising from these Terms and Conditions shall be resolved through mediation in England. If mediation is unsuccessful, the parties agree to submit to binding arbitration.
Modification of Terms:
Blackdown IT reserves the right to modify these Terms and Conditions at any time. Clients will be notified of any changes, and continued use of our services constitutes acceptance of the modified terms.
Notifications:
All official communications and notices between Blackdown IT and Clients will be sent via email to the addresses provided by the parties.
Assignment:
Users may not assign or transfer their rights and obligations under these Terms and Conditions without the prior written consent of Blackdown IT.
Severability:
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
Entire Agreement:
These Terms and Conditions constitute the entire agreement between the Client and Blackdown IT regarding the use of our services, superseding any prior agreements or understandings.
Each of the paragraphs of these terms and conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Survival:
The clauses related to intellectual property, limitation of liability, and confidentiality shall survive the termination of these Terms and Conditions.
If Blackdown IT does not insist immediately that the Client does anything the Client is required to do under these terms, or if Blackdown IT delay in taking steps against the Client in respect of the Client breaking this agreement, that will not mean that the Client does not have to do those things and it will not prevent Blackdown IT taking steps against the Client at a later date. For example, if the Client breaches the Terms and Conditions in uploading content and cause Blackdown IT damage or loss as a result, and Blackdown IT does not take immediate action to recover that loss, Blackdown IT can still do so at a later date.
Force Majeure:
Blackdown IT will not be liable for any failure to perform its obligations under these Terms and Conditions if such failure is due to events beyond our control, including but not limited to natural disasters, acts of war, or government actions.
Waiver:
The failure of Blackdown IT to enforce any provision of these Terms and Conditions shall not be construed as a waiver of our right to enforce such provision in the future.

Version 1.2 dated 16 July, 2024.