Terms and Conditions

A1. Agreement and interpretation

A1.1 These Terms apply between Compliance0 Pty Ltd (ACN 687 131 479, ABN 32 687 131 479) trading as Tendor and the customer identified in the Order Form (Customer). The Agreement consists of the accepted Order Form, this version of these Terms and the version of the Data Processing Addendum (DPA) expressly incorporated in the Order Form, including its schedules.

A1.2 For Customer Personal Data, the DPA prevails, subject to an express variation agreed under its clause 1.3. For other matters, the Order Form prevails over these Terms. Acceptable use obligations are in clause A9. A website update does not amend an accepted Agreement.

A1.3 Order Form means a written or electronic ordering document that identifies the Customer, Services, fees and term and expressly incorporates these Terms. Services means the platform access, support and other services described in the Order Form. Service Term means the agreed initial term and any agreed renewal. Customer Data includes information submitted to or generated through the Services for the Customer, including prompts, files, pricing and outputs. Outputs means material produced using the Services. Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales. A reference to a day means a calendar day unless stated otherwise.

A1.4 The Agreement takes effect when both parties sign the Order Form or accept it by another method expressly specified in that document. The Service Term starts on its Start Date or, if none is entered, on the date the Agreement takes effect. No person is bound as a customer merely because it is affiliated with the Customer.

A1.5 This version applies only when incorporated into the parties' Agreement. Publishing a new version does not replace an earlier accepted version or vary an existing customer agreement.

A2. Services and responsibilities

A2.1 Tendor will provide the Services with reasonable care and skill. It will provide the access, onboarding, support and included sessions specified in the Order Form and maintain appropriate measures to protect Customer Data. Changes to the platform must not materially reduce the agreed Services during a paid term.

A2.2 The Customer will nominate its users and operational contact, provide the source information and authorised account access needed for agreed workflows, and keep its company information, evidence and rates current. The Customer is responsible for its users' compliance, access permissions and the security of credentials within its control. Each party will promptly notify the other of suspected unauthorised access affecting the Services.

A2.3 The Customer decides which opportunities to pursue and is responsible for reviewing and approving technical content, quantities, rates, calculations, qualifications, declarations and final submissions. Tendor may assist with preparation. Tendor may make a submission, declaration or other external action on the Customer's behalf only where an authorised Customer representative has expressly approved the material and action, or a documented workflow specifying the permitted material, actions and approval conditions. General use of the platform does not provide that approval.

A2.4 Customer-selected third-party services remain subject to the Customer's agreement with those providers. Tendor will use only authorised accounts, permissions and material. New or bespoke integrations require written agreement on scope, price and delivery before work begins. A product discussion or roadmap entry is not a delivery commitment.

A3. Fees, invoices and tax

A3.1 The Customer will pay the fees specified in the Order Form. Subscription fees are based on the agreed Services rather than actual use. Additional scope or usage charges apply only where their scope and price have been accepted in the Order Form or a written variation.

A3.2 The fees, calculation methods and payment dates in the Order Form govern. These Terms do not independently create an additional charge. Any agreed fee adjustment or refund will be applied without charging twice for the same amount.

A3.3 Unless the Order Form states otherwise, Tendor will invoice subscription fees monthly in advance, with payment due within 14 days after receipt of a valid invoice. Invoices must identify the Services, charges, calculation and due dates. The parties may use bank transfer or another agreed method. Any direct debit or stored-card arrangement requires separate authority.

A3.4 All prices are in Australian dollars and exclude GST. Where GST is payable, Tendor will issue a valid tax invoice and the Customer will pay the GST with the corresponding fee or instalment. Tendor will issue an adjustment note where required and refund any resulting overpayment. An adjustment to an unpaid invoice reduces the amount payable. A reimbursement or indemnity payment is reduced by any GST input tax credit to which its recipient is entitled for the underlying cost.

A3.5 The Customer may dispute an invoice in good faith by explaining the disputed amount and reasons promptly in writing. Undisputed amounts remain payable. Tendor will not suspend the Services or charge collection costs for a genuinely disputed amount while the parties follow clause A12.

A3.6 If an undisputed amount is more than 10 days overdue, Tendor may suspend affected Services only after giving a further five Business Days' written notice specifying the overdue amount and proposed suspension. Tendor will restore access promptly after payment. Suspension does not accelerate future fees or instalments.

A3.7 Fees cannot be increased during an agreed fixed term without both parties' written agreement. Renewal and any renewal pricing follow the Order Form and clause A10.1. Except for an express termination or refund right in the Agreement or a right that cannot lawfully be excluded, an agreed fixed-term commitment cannot be cancelled or reduced merely because the Customer does not use the Services.

A3.8 Any change to payment account details must be verified using an established Tendor contact and a previously verified phone number before payment. A change-of-bank email alone is insufficient verification.

A4. Intellectual property and data ownership

A4.1 Tendor and its licensors retain their rights in the platform, software, models and general tools. Tendor grants the Customer a non-exclusive right for its authorised users to use the Services for the Customer's business during the Service Term. This right may be suspended or terminated only as permitted by this Agreement.

A4.2 The Customer retains its rights in Customer Data and its underlying materials. To the extent Tendor owns rights in Outputs created specifically for the Customer, Tendor assigns those rights to the Customer on creation. Any pre-existing Tendor material embedded in an Output is licensed to the Customer perpetually for using, adapting and sharing that Output in its business. Third-party source material remains subject to its applicable rights and licences.

A4.3 The Customer grants Tendor the limited rights to host, copy, transmit, process and display Customer Data needed to provide, secure and support the Services and carry out lawful documented instructions. Those rights do not permit cross-customer use or model training prohibited by clause A5 or the DPA.

A4.4 Public procurement material remains subject to its source licence and attribution requirements. The Customer must comply with those terms and verify material information against the original source. Access through Tendor does not transfer ownership of source material or mean that a source agency endorses the Services.

A5. Privacy, AI processing and information security

A5.1 Each party will comply with privacy laws applicable to it. The incorporated DPA governs Customer Personal Data, permitted processing, AI providers, security, incidents, subprocessors, overseas locations, audits and return or deletion. The Customer is responsible for having the rights, notices and consents needed to provide its data and instructions. Tendor remains responsible for its own processing obligations.

A5.2 Tendor will not sell Customer Data, use it for advertising, or use the Customer's confidential pricing, strategies, documents, prompts or Outputs to support another customer. Tendor will not use identifiable Customer Data to train, fine tune, evaluate or improve a model or service available to other customers or the public, or enable provider model training or data sharing for Customer Personal Data.

A5.3 Tendor may use aggregated, anonymised or de-identified operational information only where it cannot reasonably identify the Customer or an individual, does not reveal confidential content or pricing, and complies with DPA clause 4.5. It must not attempt to re-identify that information.

A5.4 Processing locations and any agreed restrictions are identified in the DPA and Order Form. Primary Australian hosting does not mean that every enabled provider, AI request, email or support function processes data only in Australia.

A5.5 Tendor will handle incidents affecting Customer Personal Data under DPA clause 7, including its confirmed and suspected incident notification requirements. Tendor will promptly notify the Customer of a material incident affecting other confidential Customer Data and coordinate investigation and mitigation.

A5.6 Tendor's privacy notice at https://tendor.ai/privacy describes its independent handling of account and operations data. It cannot expand the contractual rights to use Customer Data or reduce the protections in this Agreement. Sensitive Information requires the express processing scope required by DPA clause 4.6.

A6. Confidentiality

A6.1 Confidential Information is information disclosed by a party that is marked confidential or reasonably understood to be confidential, including Customer Data, pricing, business plans, security information and the Agreement's commercial terms. It excludes information lawfully public, previously known without restriction, lawfully received from another source or independently developed without using the disclosed information.

A6.2 Each party will use Confidential Information only to perform or exercise rights under the Agreement, protect it with at least reasonable care, and disclose it only to personnel, service providers and professional advisers who need access and are bound by suitable confidentiality duties. Each party is responsible for compliance by persons to whom it authorises disclosure.

A6.3 A party may disclose information required by law or a competent authority. Where lawful, it will give prior notice, disclose only what is required and reasonably assist the other party to seek protection. Confidentiality duties continue after the Agreement ends.

A6.4 On expiry or termination, each party will, on written request, return or securely delete the other party's Confidential Information that it no longer needs to exercise surviving rights or comply with law. Protected routine backups and records reasonably retained for legal or compliance purposes may be retained subject to this clause A6. This does not require the Customer to delete Customer Data or Outputs it is entitled to retain under clause A4. Tendor's obligations concerning Customer Data remain subject to clause A10 and the DPA.

A7. Warranties and AI outputs

A7.1 Each party warrants that it has authority to enter the Agreement. Tendor warrants that it will perform the Services with reasonable care and skill and that the Services supplied by Tendor, when used as authorised, will not infringe third-party intellectual property rights. This warranty does not cover Customer-provided material or changes made without Tendor's authority.

A7.2 The Customer warrants that it has the rights needed to provide and use its data with the Services and will not knowingly provide unlawful material or malicious code.

A7.3 AI Outputs may contain errors or omissions and require human review. The Services provide information and drafting assistance, not certified quantity surveying, engineering, legal, tax or other professional advice. Tendor does not guarantee an award, particular revenue, savings, uninterrupted availability or compatibility with a system not included in the agreed scope.

A7.4 If Tendor breaches a service warranty, the Customer may notify Tendor. Tendor will promptly investigate and, at its cost, correct or re-perform the affected Services within a reasonable period. If Tendor cannot remedy a material failure within 30 days of notice, the Customer may terminate the affected Services and obtain a pro-rata refund of prepaid fees for the unused period. This does not restrict any additional remedy that cannot lawfully be excluded.

A8. Liability and third-party claims

A8.1 Nothing excludes or limits a right, guarantee, remedy or liability that cannot lawfully be excluded or limited, including under the Australian Consumer Law.

A8.2 Subject to clauses A8.1 and A8.4, each party's total liability arising from the Agreement, including the DPA and any indemnity, is limited to the total fees paid or payable under the Agreement in the 12 months before the first incident giving rise to liability. If the Customer has not paid any fees, Tendor's total liability to the Customer is limited to A$100. Related claims form one incident. There are no separate cumulative caps for each attachment.

A8.3 Subject to clause A8.1, neither party is liable for indirect or consequential loss, lost profits, revenues, goodwill, anticipated savings or business opportunity, or punitive damages. Reasonable direct costs of restoring affected Customer Data or responding to a breach of the Agreement's confidentiality or data-protection obligations are not excluded merely because they follow that breach. Those direct costs remain subject to clause A8.2 and do not have a separate liability cap.

A8.4 Clauses A8.2 and A8.3 do not limit liability for fraud, wilful misconduct or amounts properly payable as fees under the Agreement. They also do not limit an express obligation under the Agreement to refund fees or return an overpayment. Such repayments do not count towards the liability cap and do not create a new right to cancel or obtain a refund. The same amount cannot be recovered twice as both a repayment and damages. Liability is reduced to the extent the other party caused or contributed to the loss. Each party must take reasonable steps to mitigate its loss.

A8.5 The Customer indemnifies Tendor and its officers, employees and contractors involved in providing the Services against third-party claims and resulting damages, liabilities and reasonable defence costs, to the extent caused by: Customer-provided material infringing intellectual property, privacy or other third-party rights; the Customer or its users breaching clauses A2.2, A2.3, A7.2 or A9; or their unlawful use of the Services, Outputs or public-source material, including breach of an applicable source licence. This includes claims concerning a tender or grant response where caused by that conduct. The indemnity does not apply merely because a bid is unsuccessful or a third-party dispute occurs, and excludes loss to the extent caused or contributed to by Tendor's breach, negligence or unauthorised use. It is subject to clauses A8.1 to A8.4.

A8.6 Tendor must promptly notify the Customer of an indemnified claim and provide reasonable assistance at the Customer's reasonable expense. Delay reduces the indemnity only to the extent it materially prejudices the defence. The Customer may control the defence using competent advisers; Tendor may participate at its own expense. Neither party may settle a claim in a way that admits fault or imposes an obligation on the other without that party's written consent, not to be unreasonably withheld.

A9. Acceptable use

A9.1 Users must use individual accounts, provide accurate account information and use the Services only within the agreed scope and applicable law. The Customer must not upload unlawful material, malicious code or information it has no right to process; infringe another person's rights; bypass security or access controls; access another customer's information; resell access; or deliberately interfere with service availability.

A9.2 Tendor may investigate a suspected breach using proportionate measures and information it is lawfully entitled to access. Where reasonably practicable, it will explain the concern and allow an opportunity to remedy it. Immediate, limited suspension is permitted where reasonably necessary to address an active security threat or unlawful use. Tendor will notify the Customer promptly and restore affected access when the reason is resolved. Termination remains subject to clause A10.

A9.3 Tendor will give at least eight hours' notice of planned maintenance where practicable and seek to schedule it outside normal business hours. Emergency maintenance may occur without advance notice, with notice as soon as reasonably practicable.

A9.4 Except to the extent a restriction is prohibited by law, the Customer must not reverse engineer or decompile the Services, extract Tendor's code or models, copy the Services to build a competing product, or remove proprietary notices. Significant load, penetration or security testing requires Tendor's prior written agreement on scope and timing. These restrictions do not prevent the Customer from using or exporting its own data and Outputs as permitted by this Agreement.

A10. Term, renewal and termination

A10.1 The Service Term and any minimum commitment are stated in the Order Form. The Agreement expires at the end of that term unless the parties agree a renewal in writing or the Order Form expressly sets out an accepted automatic-renewal arrangement, its renewal period, pricing and cancellation notice. No automatic renewal or new minimum term arises from these Terms alone.

A10.2 There is no termination for convenience during an agreed fixed term. Either party may terminate for a material breach by written notice if the breach is not remedied within 10 Business Days after a notice describing the breach and required remedy. A material breach that cannot be remedied may be terminated immediately by written notice. Either party may terminate if the other becomes insolvent, subject to applicable law. Other express termination rights in the DPA and clause A7.4 also apply.

A10.3 On termination or expiry, access ends subject to reasonable arrangements for data export. Fees for Services already supplied and other charges that validly accrued under the Order Form remain payable under their agreed calculation and due dates. Termination does not itself accelerate instalments or create an additional fee.

A10.4 On valid termination by the Customer, or by Tendor except for the Customer's material breach, Tendor will refund unused prepaid fees and cease future subscription fees for the terminated Services. Partial termination gives a proportionate refund and fee reduction under clause A10.8. A11.2 also applies. For the Customer's material breach, Tendor may recover unpaid fees for Services supplied and proven direct loss under clause A10.9, subject to A8 and mitigation. Prepaid fees may be applied to those amounts without double recovery, with any excess refunded. Remaining subscription fees are not automatically accelerated.

A10.5 During the Service Term, the Customer may request an assisted export of Customer Data in a commonly used, machine-readable format. Tendor will provide it within 30 days. One assisted export per 12-month period is included; any charge for an additional assisted export requires prior written acceptance. Ordinary platform exports remain included. Within 30 days after expiry or termination, the Customer may request a final export, which Tendor will provide within 30 days of the request without an additional fee. Tendor will retain the data needed until that request period and any timely requested export are complete, unless the Customer instructs earlier deletion or law requires otherwise.

A10.6 Return, deletion, backups and lawful retention follow DPA clause 13. The same return and deletion protections apply to non-personal confidential Customer Data. On request, Tendor will confirm completion subject to lawful retention and protected backup limitations. Ownership, confidentiality, data protection, valid accrued payments, express post-termination obligations, liability and dispute provisions survive to the extent needed to give them effect.

A10.7 Either party may terminate by written notice if the other is acquired by, transfers substantially all of its business or assets to, or undergoes a change of control of more than 50% in favour of a direct competitor of the terminating party. The payment, refund and data-return provisions in this clause A10 still apply.

A10.8 For partial termination, the refund and fee reduction reflect the reasonable portion of the actual package fee attributable to the terminated Services. Illustrative standalone values in the Order Form are not allocated package prices. The allocation must preserve the agreed package discount and cannot exceed the actual fees for the affected period. A dispute about allocation does not delay an otherwise valid termination and follows clause A12.

A10.9 Where Tendor terminates for the Customer's material breach, proven direct loss under clause A10.4 may include Tendor's net loss on the remaining fixed-term subscription commitment, despite the exclusion of lost profits and revenues in clause A8.3. Tendor must substantiate the loss, deduct avoided costs and amounts reasonably mitigated, and take reasonable steps to mitigate. The loss remains subject to clause A8.2 and is not automatically equal to all remaining subscription fees. Fees recovered for Services supplied, applied prepayments and damages must not compensate Tendor twice for the same loss.

A11. Events beyond reasonable control

A11.1 A party is excused from delay caused by an event beyond its reasonable control only to the extent it could not reasonably prevent or mitigate the effect. It must promptly notify the other party and take reasonable steps to resume performance. This does not excuse fees already due for Services supplied.

A11.2 If such an event materially prevents the Services for more than 30 consecutive days, either party may terminate the affected Services by written notice. Tendor will refund prepaid monthly fees for the period when those Services were unavailable and any unused period after termination.

A12. Notices and disputes

A12.1 Formal notices must be sent to the notices email in the Order Form or a replacement notified in writing. An email is received when it is capable of retrieval at that address and no delivery failure is reported, or at 9 am on the next Business Day if sent outside 9 am to 5 pm Sydney time on a Business Day. Billing communications use the billing contact.

A12.2 A party must first give written details of a dispute and the proposed resolution. Authorised representatives will try in good faith to resolve it within 30 days. If unresolved, either party may request mediation. The mediator is agreed by the parties or, if they do not agree within seven days, nominated on either party's request by the President of the Law Society of NSW or nominee. The parties share the mediator's fees and bear their own other costs.

A12.3 If mediation does not resolve the dispute within 30 days after appointment, either party may commence proceedings. Nothing prevents urgent interim relief or action needed to preserve a limitation period. New South Wales law governs the Agreement and its courts and courts of appeal have non-exclusive jurisdiction.

A13. General

A13.1 The Agreement is the entire agreement about the Services and supersedes earlier proposals and discussions on that subject, without excluding liability that cannot lawfully be excluded. Purchase-order boilerplate does not amend it. An amendment must be recorded in writing and accepted by authorised representatives of both parties. Changes to parties, price, term, scope or fee calculation rules cannot be made by a website update.

A13.2 Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld. A party may assign the whole Agreement without that consent to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets, provided the successor assumes the Agreement's obligations and is not a direct competitor of the other party. The assigning party will give prompt written notice. The Agreement binds permitted successors and assigns. The parties remain independent contractors; neither may bind the other except as expressly authorised under clause A2.3. No industry, buyer or tender exclusivity is granted unless expressly agreed in the Order Form.

A13.3 A failure or delay to enforce a right is not a waiver. If a provision is unenforceable, it is severed to the extent necessary and the remainder continues. The Agreement may be signed electronically and in counterparts, which together form one agreement.

A13.4 Each party must comply with applicable anti-bribery, sanctions and export-control laws in performing this Agreement. Neither party may offer or accept an unlawful payment or benefit in connection with the Services. A party that becomes aware of such conduct must promptly notify the other party where lawful.