TendeX Terms and Conditions

1. Definitions

• Account: your registered account for the Services.
• AI Features: the artificial intelligence functionality of the Services, including AI-assisted routing, drafting, and suggestions.
• Content: data, documents, and materials you upload, enter, or generate through the Services, including procurement documents such as EOIs, RFPs, RFQs, and tenders. Content is also referred to as 'Customer Content' in our Privacy Statement.
• Output: material generated by the AI Features in response to your Content or prompts.
• Service Providers: the third-party infrastructure and service providers TendeX uses to build, host, and operate the Services, currently including Supabase Pte. Ltd. (database, authentication, and file storage), Vercel Inc. (application hosting), Anthropic PBC (AI Features, via its API), Stripe, Inc. (payment processing), and Google LLC (address lookup).
• Subscription: your paid plan for access to the Services.
• Supplier: any third party you interact with, source, or contract with through or as a result of using the Services.

2. The Services

The Services are built using a combination of Service Providers, which together supply our database, authentication, file storage, application hosting, payment processing, and AI capabilities.

TendeX is a software tool only. We are not a party to any procurement process, quotation, contract, or transaction between you and any Supplier, and we do not guarantee any procurement outcome.

We may add, change, or remove features from time to time. We will give reasonable notice of any change that materially reduces core functionality of a paid plan.

3. AI Features and Output

• Assistive tool only. The AI Features generate suggestions, routing recommendations, and draft documents to assist you. They do not make decisions for you, and you remain responsible for every procurement decision and document you act on.
• Not professional advice. Output is not legal, financial, procurement, or other professional advice. You should obtain your own advice where appropriate.
• Accuracy and review. AI-generated Output may be inaccurate, incomplete, or unsuitable for your circumstances. You must review and verify Output before relying on or acting on it. To the extent permitted by law, we are not liable for any loss arising from your reliance on Output.
• Your inputs. You are responsible for the Content you input, and you warrant you have the right to input it. You must not input personal, confidential, or third-party information you are not authorised to disclose.
• Third-party AI providers. The AI Features are delivered using Anthropic’s Claude models via the Anthropic API, whose processing forms part of the Services.

4. Accounts

• You must provide accurate registration information and keep it up to date.
• You are responsible for all activity under your Account and for keeping your login credentials secure.
• You must be at least 18 years old and able to form a binding contract.

5. Subscriptions, fees, and payment

• Fees, billing frequency, and plan inclusions are as set out at sign up or in your order.
• The current Subscription is $695 AUD per year, inclusive of GST.
• New customers may be offered a free trial of the Subscription for 14 days from the date their Account is created (Free Trial). Only one Free Trial is available per organisation, identified by ABN.
• Fees are payable in advance and, unless stated otherwise, are in Australian dollars and exclusive of GST, which will be added where applicable.
• Except where required by law, fees already paid are non-refundable.
• We may change fees for a renewal period by giving you reasonable prior notice. Continued use after the change takes effect constitutes acceptance.
• We may suspend the Services for non-payment after giving notice

6. Free Trial

• New Accounts receive a 14 day free trial with full access to the Services (Free Trial). Only one Free Trial is available per organisation (identified by ABN) and per email address.
• A valid payment card is required to start the Free Trial. The card will be verified but not charged during the Free Trial.
• Unless you cancel before the Free Trial ends, your card will be automatically charged the then current Subscription fee on the first day after the Free Trial ends, and your Subscription will continue on that basis.
• We will send a reminder to your registered email address at least 3 days before the Free Trial ends.
• If you cancel during the Free Trial, we will keep the data entered for 30 days after cancellation. After that, we may delete it.
• We may change or withdraw the Free Trial offer at any time. Any change will not affect a Free Trial that has already started.
• These Terms apply to your use of the Services during the Free Trial.

7. Acceptable use

You must not:

• use the Services in breach of any law or third party rights;
• upload unlawful, infringing, misleading, or malicious content;
• input personal, confidential, or third-party information you are not authorised to disclose;
• attempt to gain unauthorised access to, interfere with, or disrupt the Services or their security;
• reverse engineer, copy, resell, or sublicense the Services except as permitted by law;
• use the AI Features to develop or train a competing product or model, or attempt to extract underlying models or prompts;
• use the Services to send unsolicited communications in breach of the Spam Act 2003 (Cth); or
• use the Services to build a competing product.

We may suspend or terminate access for breach of this section.

8. Your Content

• You retain all ownership of your Content and, as between you and us, of Output generated from it.
• You grant us a non-exclusive, worldwide licence to host, store, process, and display your Content solely to provide and improve the Services, including through the Platform Provider and its sub-processors to deliver hosting and the AI Features.
• We configure the platform and provider controls available to us to prevent your Content being used to train third party general purpose AI models, where those controls are available and applicable. We do not represent that every third party provider operates under identical arrangements. We may use de identified and aggregated data that does not identify you to test and improve our Services.
• You are responsible for your Content, including its accuracy, legality, and your right to use it.
• You are responsible for maintaining your own backups of important Content.
• We handle personal information within your Content in accordance with our Privacy Statement.

9. Intellectual property

All intellectual property in the Services, including software, design, models, branding, and documentation, is owned by or licensed to TendeX. Except for the rights expressly granted to use the Services, no rights are transferred to you. The TendeX name and logo are our trade marks and may not be used without written permission.

10. Confidentiality

Each party may receive confidential information of the other. "Confidential Information" means non-public information disclosed by or on behalf of a party, including Customer Content, pricing, supplier submissions, evaluations, methodologies, and the terms of any order, whether or not marked confidential.

The receiving party must keep the other party's Confidential Information confidential, use it only to exercise its rights and perform its obligations under these Terms, and disclose it only to personnel, contractors, and advisers who need it and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public through no breach of these Terms, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, a regulator, or a court, giving reasonable notice where lawful.

We may collect, use, and disclose personal information within Customer Content as described in our Privacy Statement. Each party's confidentiality obligations survive termination.

11. Suppliers and third parties

Any dealings between you and a Supplier are solely between you and that Supplier. We do not vet, endorse, or take responsibility for Suppliers, their conduct, their pricing, or the goods or services they provide. You are responsible for your own due diligence and for any contract you enter into with a Supplier.

The Services may link to or integrate with third-party services, which are governed by their own terms.

12. Availability and platform dependence

The Services depend on the Platform Provider's infrastructure. We aim to keep the Services available but do not guarantee uninterrupted or error-free operation, and we are not liable for outages, changes, or discontinuation caused by the Platform Provider or other third parties beyond our reasonable control. We may perform maintenance, and may suspend the Services where necessary for security or operational reasons, giving reasonable notice where practicable.

13. Australian Consumer Law and warranties

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) or any other law that cannot lawfully be excluded ("Non-excludable Guarantees").

Subject to the Non excludable Guarantees, the Services and all Output are provided "as is" and we exclude all other warranties to the extent permitted by law, including any warranty that Output is accurate, complete, or fit for a particular purpose.

Where our liability for breach of a Non-excludable Guarantee can be limited, our liability is limited, at our option, to resupplying the Services or paying the cost of resupply.

14. Limitation of liability

Subject to section 12, and to the extent permitted by law:

• we are not liable for any indirect, incidental, special, or consequential loss, or for loss of profit, revenue, data, or business opportunity, arising from your use of the Services or reliance on Output; and
• our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid us for the Services in the 12 months before the event giving rise to the liability.
• Nothing in this section limits your obligation to pay fees, your indemnity under section 14, or your liability for breach of confidentiality, infringement of our intellectual property, or fraud or wilful misconduct.

15. Indemnity

You indemnify us against any loss, liability, or cost we incur arising from your breach of these Terms, your Content, your inputs to the AI Features, or your unlawful use of the Services, except to the extent caused by us.

16. Suspension and termination

• You may cancel your Subscription as set out in section 5.
• We may suspend or terminate your access if you materially breach these Terms and do not remedy the breach within a reasonable time of notice, or immediately where the breach cannot be remedied or the law requires it.
• On termination, your right to use the Services ends. We may delete your Content after a reasonable period, so you should export anything you need beforehand.
• We retain the email address associated with a deleted Account, and no other information, solely to identify prior use of a free trial.
• Sections that by their nature should survive termination (including sections 3, 7, 8, 9, 12, 13, 14 and 17) survive.

17. Changes to these Terms

We may update these Terms from time to time. We will post the current version on our website and update the effective date. Where changes are material, we will give reasonable notice through the platform or by email. Continued use after the changes take effect constitutes acceptance.

18. General

• Governing law: these Terms are governed by the laws of New South Wales, Australia, and you submit to the non exclusive jurisdiction of its courts.
• Entire agreement: these Terms, together with any order and our Privacy Statement, form the entire agreement between us.
• Severability: if any provision is unenforceable, the rest continues to apply.
• Waiver: a failure to enforce a right is not a waiver of it.
• Assignment: you may not assign these Terms without our consent; we may assign them in connection with a sale or restructure of our business.
• Force majeure: we are not liable for delay or failure caused by events beyond our reasonable control, including failures of the Platform Provider or other upstream providers.

19. Contact

Woodington Holdings Pty Ltd trading as TendeX Email: info@tendex.com.au