Terms of service

1. Agreement to these Terms

These Terms of Service ("Terms") form a binding agreement between you or the organisation you represent ("you", "your", "Customer") and JRC Software Pty Ltd ABN 93 625 944 354 ("JRC", "we", "us", "our"), governing your use of TenderAssist and related services (the "Service").

By creating an account, subscribing to the Service, or accessing any part of the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms.

If you do not agree to these Terms, do not access or use the Service.

2. Definitions

Capitalised terms used in these Terms have the following meanings:

• Account: the account you create to access the Service.
• AI Output: content generated or materially influenced by the AI components of the Service, including drafted tender responses.
• Confidential Information: non public information disclosed by one party to the other that is identified as confidential or that a reasonable person would treat as confidential.
• Customer Content: content you or your users upload, submit, provide to, or receive through the Service, including through integrated platforms.
• Fees: amounts payable by you to us for the Service, as set out in your subscription plan or other pricing arrangement.
• Integrated Platform: a third party platform to which you authorise the Service to connect.
• Intellectual Property Rights: all intellectual property rights, including copyright, trade marks, patents, designs, and rights in confidential information, whether registered or unregistered.
• Service: TenderAssist, including the web application, APIs, AI drafting engine, integrations, documentation and related services.
• Subscription Term: the period for which you have subscribed to the Service (monthly, annual, or other term as specified at sign-up).
• User: an individual you authorise to use the Service through your Account.

3. The Service

TenderAssist is a software-as-a-service tool that helps businesses prepare, draft and manage responses to government and commercial tenders. The Service uses artificial intelligence to assist with drafting, document extraction, compliance checking, and workflow management.

We grant you a limited, non-exclusive, non-transferable, revocable licence during the Subscription Term to access and use the Service for your internal business purposes, in accordance with these Terms.

We may modify, enhance or discontinue features of the Service from time to time. We will provide reasonable notice of any material reduction in functionality.

4. Eligibility and account registration

4.1 Eligibility

To use the Service you must be at least 18 years old and have the legal capacity to enter into a binding contract. You must be accessing the Service on behalf of a business or organisation, not as a consumer for personal use.

4.2 Account registration

You must provide accurate, current and complete information during registration and keep your account information up to date.

4.3 Account security

You are responsible for maintaining the confidentiality of your Account credentials and for all activities under your Account. Notify us promptly at security@tenderassist.com.au if you suspect unauthorised access.

4.4 Users and authority

You are responsible for the acts and omissions of your Users and for ensuring that your Users comply with these Terms. You represent that each User has the authority to act for your organisation in relation to the Service.

5. Subscription plans, fees and billing

5.1 Plans

The Service is offered under one or more of the following pricing arrangements, as selected at sign up:

• Monthly or annual subscription fees
• Pay per submission fees charged per tender response submitted through the Service
• Success fees calculated as a percentage of the contract value for tenders won using the Service, where agreed in advance

Current pricing is set out on our website at tenderassist.com.au/pricing. The pricing applicable to your Account is the pricing in effect at the time you subscribe or renew.

5.2 Billing cycle

Subscription fees are billed in advance on a monthly or annual basis, depending on the plan you select. Pay per submission and success fees are billed monthly in arrears based on usage during the preceding month.

5.3 Payment

You authorise us (and our payment provider) to charge your nominated payment method for all Fees when due. If a payment fails, we may suspend the Service after reasonable notice. Any amounts not paid by the due date will accrue interest at the rate of 10% per annum (calculated daily) from the due date until the date of actual payment, without prejudice to any other right or remedy available to us.

5.4 Taxes

All Fees are exclusive of GST and other applicable taxes unless expressly stated otherwise. You are responsible for any taxes payable in respect of your use of the Service, except for taxes on our net income.

5.5 Price changes

We may change our pricing from time to time. For existing customers, price changes will take effect at the start of the next Subscription Term after at least 30 days' written notice to your billing contact. You may cancel your subscription before the price change takes effect if you do not accept the new pricing.

5.6 Refunds

Except where required by the Australian Consumer Law or expressly stated in these Terms, Fees are non-refundable.

6. Free trial

We may offer a free trial of the Service. Free trials are limited in duration and feature set as specified at the time of sign-up. At the end of the trial, your Account will either convert to a paid subscription (if you have provided payment details and agreed to convert) or be suspended. Free trials are subject to these Terms. We may end or change free trial offers at any time.

7. Customer Content

7.1 Your ownership

You retain all Intellectual Property Rights in Customer Content. We do not claim ownership of Customer Content, including content generated by the AI Output where you provide the underlying inputs.

7.2 Licence you grant us to operate the Service

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, transmit, reproduce, modify, adapt and display Customer Content solely to the extent necessary to provide the Service to you, including by transmitting Customer Content to subprocessors (such as the AI model provider) to generate AI Output.

7.3 Licence for service improvement

You grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable licence to use Customer Content in de-identified or aggregated form for the purposes of:

• Improving the accuracy, reliability and quality of the Service, including prompt engineering, template improvement, retrieval quality, and compliance checking
• Developing new features of the Service
• Producing aggregated analytics and benchmarks that do not identify you or your organisation
• Internal quality measurement and testing

This licence survives termination to the extent that the use is of de-identified or aggregated data that cannot reasonably be used to identify you or your organisation.

7.4 Opt-out

You can opt out of the service-improvement licence in clause 7.3 at any time by contacting privacy@tenderassist.com.au. The opt-out applies prospectively.

7.5 Responsibility for Customer Content

You are responsible for the accuracy, legality and appropriateness of Customer Content. You warrant that you have all rights, consents and authority necessary to upload Customer Content and to grant the licences in this clause 7.

8. AI services, accuracy and human review

The Service uses artificial intelligence to assist with drafting, extraction and analysis. You acknowledge and agree that:

• AI Output is probabilistic and may contain errors, omissions, inaccuracies or content that is not fit for your specific purpose
• AI Output is a starting point for human review; you remain responsible for reviewing, editing, verifying and approving any AI Output before submitting it to a buyer, regulator or other recipient
• AI Output is generated from your Customer Content and your prompts; we do not warrant that AI Output will produce a winning tender response or any particular outcome
• You must not rely on AI Output for legal, regulatory, financial or other advice without independent professional verification

9. Acceptable use

You must not, and must not permit any User or other person to:

• Use the Service for any unlawful, fraudulent, misleading, deceptive or harmful purpose
• Submit Customer Content that infringes the Intellectual Property Rights of any third party, is defamatory, contains personal information you do not have authority to submit, or otherwise breaches any law
• Interfere with the security, integrity, performance or availability of the Service
• Attempt to gain unauthorised access to the Service, other customers' accounts, or underlying systems
• Reverse engineer, decompile or attempt to derive the source code of the Service
• Use the Service to develop a competing product or to train a competing AI model
• Use the Service to submit or generate content that is discriminatory, harassing, threatening, or obscene
• Resell, sublicense or otherwise provide the Service to third parties, except to authorised Users of your organisation
• Use the Service in breach of the Commonwealth Procurement Rules, the Public Governance, Performance and Accountability Act, Indigenous Procurement Policy, or any applicable procurement framework

10. Third-party integrations

The Service can connect to Integrated Platforms. You acknowledge that:

• Integrated Platforms are operated by third parties and are subject to their own terms and privacy policies, which you must review and accept separately
• Access is limited to the scopes you authorise at the time of connection and is revocable by you at any time
• We are not responsible for the availability, performance, security or data handling of Integrated Platforms
• Changes to an Integrated Platform may affect Service functionality without prior notice
• Disconnection or suspension of an Integrated Platform by the third party may interrupt relevant features

11. Intellectual Property Rights

All Intellectual Property Rights in the Service (excluding Customer Content) are owned by or licensed to JRC. Nothing in these Terms transfers ownership of any Intellectual Property Rights in the Service to you.

You may provide feedback, suggestions, or ideas about the Service. You grant us a perpetual, worldwide, royalty-free licence to use any such feedback for any purpose without attribution or compensation.

12. Confidentiality

Each party must keep Confidential Information of the other party confidential and use it only for the purposes of these Terms. This obligation does not apply to information that is or becomes publicly available (other than through breach of these Terms), is independently developed without reference to the other party's Confidential Information, or is required to be disclosed by law.

Customer Content is deemed your Confidential Information. We will handle Customer Content in accordance with these Terms and our Privacy Policy.

13. Data protection and privacy

Our Privacy Policy, available at tenderassist.com.au/privacy, explains how we collect, hold, use and disclose personal information. By using the Service, you agree to our handling of personal information as set out in the Privacy Policy.

You are responsible for ensuring that you have the authority to provide personal information to the Service, and for providing any required notices to the individuals whose personal information is included in Customer Content.

14. Service availability

We will use reasonable endeavours to make the Service available 24 hours a day, 7 days a week. However, we do not warrant that the Service will be available without interruption or error free. The Service may be unavailable during scheduled maintenance windows or due to circumstances beyond our reasonable control.

Specific service level commitments (if any) applicable to your subscription plan are set out in the separate Service Level Schedule or Enterprise Agreement.

15. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care.

Except as expressly set out in these Terms and subject to clause 16 (Australian Consumer Law), to the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis, and we exclude all other representations, warranties, conditions and guarantees, whether express or implied, including as to merchantability, fitness for a particular purpose, accuracy, completeness, and non-infringement.

We do not warrant that the Service will meet your requirements, that AI Output will be accurate or fit for purpose, or that use of the Service will result in any particular commercial outcome including the winning of any tender.

16. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded, restricted or modified under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or similar legislation in force in any Australian state or territory.

Where we are permitted by law to limit the remedies available for breach of a consumer guarantee, our liability for such breach is limited, at our option, to:

• In the case of goods, replacement or repair of the goods, or payment of the cost of replacement or repair
• In the case of services, resupply of the services or payment of the cost of resupplying the services

17. Limitation of liability

Subject to clause 16, to the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, or loss of anticipated savings, arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise
• Our total aggregate liability to you under or in connection with these Terms in any 12 month period is limited to the Fees paid by you for the Service in the 12 months immediately preceding the event giving rise to the liability

These limitations do not apply to liability for fraud, fraudulent misrepresentation, breach of confidentiality, breach of intellectual property rights, your indemnity obligations under clause 18, or any other liability that cannot be limited under applicable law.

18. Indemnity

You indemnify us and our officers, employees, contractors and agents against any loss, damage, cost or expense (including reasonable legal costs and the cost of enforcing this indemnity) arising out of or in connection with:

• Your breach of these Terms
• Customer Content, including any claim that Customer Content infringes a third party's rights or breaches any law
• Your use of the Service in a manner not permitted by these Terms
• Your use of AI Output in dealings with third parties

19. Suspension and termination

19.1 Termination by you

You may terminate your subscription at the end of the then-current Subscription Term by providing written notice through the Service or to support@tenderassist.com.au at least 30 days before the renewal date. You may terminate a monthly subscription at any time effective at the end of the then-current monthly billing period.

19.2 Termination by us

We may terminate these Terms or suspend your access to the Service:

• Immediately if you materially breach these Terms and fail to remedy the breach within 14 days of written notice (or immediately if the breach is incapable of being remedied)
• Immediately if we reasonably believe you are using the Service to breach the law, infringe third-party rights, or threaten the security or integrity of the Service
• Immediately in the event of your insolvency, external administration or similar event
• On 30 days' written notice for convenience (in which case we will refund pre-paid Fees for the unused portion of your Subscription Term)

20. Consequences of termination

On termination:

• Your right to access the Service ends
• We will make Customer Content available for export for 7 days after termination, after which we will delete or de identify it in accordance with our Privacy Policy and retention schedule
• Any Fees accrued or payable up to the termination date remain payable
• Clauses that by their nature should survive termination (including clauses 7, 11, 12, 13, 15, 16, 17, 18, 21, 22 and 24) survive termination

21. Dispute resolution

If a dispute arises in connection with these Terms, the parties will first attempt to resolve the dispute through good faith negotiation between senior representatives of each party. If the dispute is not resolved within 30 days, either party may refer the dispute to mediation administered by the Resolution Institute (or another mutually agreed mediator) before commencing court proceedings. The mediation requirement does not apply to, and we may immediately commence court proceedings for, claims for recovery of unpaid Fees, enforcement of intellectual property rights, urgent interlocutory or injunctive relief, or any claim where delay would cause material prejudice to us.

22. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria and the courts competent to hear appeals from them.

23. Notices

Notices under these Terms must be given in writing:

• To us by email to legal@tenderassist.com.au, with a copy to our registered office
• To you by email to the address associated with your Account, or by prominent in product notice

24. General provisions

24.1 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or to a purchaser of our business or assets, in which case we will notify you.

24.2 Waiver

A failure or delay in exercising a right under these Terms does not operate as a waiver of that right.

24.3 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be severed to the minimum extent necessary, and the remaining provisions will continue in full force.

24.4 Entire agreement

These Terms (together with the Privacy Policy and any order form or service-level schedule) constitute the entire agreement between the parties in relation to the Service, superseding any prior agreement or understanding.

24.5 Relationship

Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

24.6 Force majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including natural disasters, cyber-attacks, third-party infrastructure failures, or government action.

25. Changes to these Terms

We may update these Terms from time to time. The current version will always be available at tenderassist.com.au/terms] Material changes will take effect on the later of 30 days after notification (by email to your billing contact or by prominent in product notice) or the start of your next Subscription Term. Your continued use of the Service after the effective date of any change constitutes your acceptance of the updated Terms. If you do not accept a material change, you must notify us and cease using the Service before the change takes effect.

26. Contact us

For questions about these Terms, please contact:

• Email: legal@tenderassist.com.au
• Support: support@tenderassist.com.au