Terms and Conditions

1. Services

1.1 Provision of Services. We will perform the Services pursuant to these Terms and the applicable Order Forms.

1.2 Protection of Your Data. We will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your information which is in Our possession, custody or control.

1.3 Evaluation of Our security. We will in our sole discretion determine the appropriate safeguards described in clause 1.2 above.

1.4 Your Responsibilities. You will be solely responsible for:

1. Your and Users' compliance with these Terms, Order Form and Our Acceptable Use Policy published on Our website;
2. the security of all passwords and other account information required in order to access and use the Services;
3. using commercially reasonable efforts to prevent unauthorised access to or use of Services, and notify Us promptly of any such unauthorised access or use;
4. the adequate security, protection and backup of Your Data when in Your possession or control; and
5. using the Services in accordance applicable laws and government regulations.

1.5 Support Services. To the extent that the Services include support services (Support Services), You agree that We may provide assistance to You in the submission of any application for a tender or grant. When utilising Support Services, You remain responsible at all times for the contents of the submitted application, and You:

1. Authorise Us to submit any application documentation on Your behalf, including making declarations as to truth and accuracy of the contents based on Your authority, knowledge and review;
2. Acknowledge that the contents of any submitted application have been reviewed, accepted and verified by You;
3. Acknowledge that the Support Services remain administrative support, and are subject to the limitation in clause 7.4 below.

2. Fees and Payment

2.1 Fees. You will pay all Fees specified in an Order Form within the time period specified in the Order Form.

2.2 Fee conditions. Except as otherwise specified herein or in an Order Form:

1. Fees are based on Services specified in the Order Form, and not actual usage;
2. payment obligations are non-cancellable and Fees paid are non-refundable for the relevant subscription term specified in the Order Form;
3. quantities and subscription term length committed to cannot be decreased during the relevant subscription term; and
4. Fees which are only payable on the occurrence of an event (e.g. a success fee) will be payable as a debt due to Us on the date of winning such an event, with the success fee amount payable on the same date as the first payment is received by You under the contract relating to that event. This debt is payable to Us regardless of whether or not the Term is current as at the date of first payment.

2.3 Optional clause for credit card or direct debit purchases. This clause 2.3 only applies to You if You are paying for the Services using a credit card or direct debit, as specified in the Order Form.

1. You will provide Us with valid and updated credit card or bank account information.
2. You irrevocably authorise Us to charge Your credit card or bank account for:
   1. all Services listed in the Order Form for the initial subscription term; and
   2. where the Order Form contains an automatic renewal condition, for any renewal subscription term(s)); and
   3. where the Order Form contains a consumption-based (such as AI tokens or credits) or user-based charge (such as price per user or seat), for any such charges requested by You at or after commencement of the Term.
3. Fees are payable monthly in advance, unless a different billing frequency is stated in the applicable Order Form.
4. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information in writing, including updating expiration dates.

2.4 If We fail to resolve an issue with You resulting from a credit card decline or expiration, We may terminate the Services for non-payment.

2.5 Optional clause for other payment methods. This clause only applies to You if You are paying for the Services via an accounts payable process:

1. We will invoice You for Fees monthly in advance, unless a different billing frequency is stated in the applicable Order Form.
2. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
3. Where the Order Form contains an automatic renewal condition, We may charge You for any renewal subscription term(s)), unless you give Us notice of Your intention not to renew the Services with at least 10 days prior written notice.
4. Where the Order Form contains a consumption-based (such as AI tokens or credits) or user-based charge (such as price per user or seat), We may invoice You (whether in advance or in arrears) for any such charges requested by You at or after commencement of the Term.
5. As a security precaution against cyber crime, We will always accompany any request to change our bank account details with You with a letter from our bank. You must not pay Fees to any new account without receiving such confirmation, or without confirming with our finance department by phone at the number listed in the original Order Form. We accept no responsibility for payments made to a third party in error.

2.6 Suspension of Service. If any amount owing by You under this or any other agreement for Our services is 10 or more days overdue, We may suspend Our Services to You until such amounts are paid in full. Exercise or failure to exercise this right does not constitute a waiver, and does not limit Our other rights and remedies under these Terms. We agree not to exercise Our rights under this clause if You are in the process of disputing a charge reasonably and in good faith, provided that You remain up to date with any undisputed amounts.

2.7 Increase to Fees. We reserve the right to increase our Fees (as set out in the Order Form) at our sole discretion with at least 30 days' written notice to You.

3. GST

3.1 GST Exclusive. Unless expressly stated otherwise, the consideration for any supply under or in connection with these Terms and any Order Form is exclusive of GST.

3.2 Additional Amount. To the extent that any supply made under or in connection with these Terms or Order Form is a taxable supply, the amount payable by the recipient is the consideration provided under these Terms for that supply (unless it expressly includes GST) plus an amount (Additional Amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply.

3.3 Payment of Additional Amount. The recipient must pay the Additional Amount at the same time as the consideration to which it is referable, and on the issue of an invoice relating to the supply.

3.4 Adjustment Events. Whenever an adjustment event occurs in relation to any taxable supply to which Clause 3.2 applies:

1. the Supplier must determine the amount of the GST component of the consideration payable; and
2. if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

3.5 Reimbursement. If either party is entitled under these Terms to be reimbursed or indemnified by the other party for a cost or expense incurred in connection with these Terms, the reimbursement or indemnity payment must not include any GST component of the cost or expense to the extent that the cost or expense is the consideration for a creditable acquisition made by the party being reimbursed or indemnified, or by its Representative.

3.6 Disputed invoices. Disputes in relation to any invoice or other statement of monies or payment due under these Terms (Payment Dispute) are to be dealt with in accordance with the process set out at Clause 10.4 (Dispute Resolution).

4. Proprietary Rights and Licences

4.1 Intellectual Property Rights. We and Our licensors (collectively, Licensors) are the owners and licensors of Intellectual Property Rights in the Services, as applicable. The Licensors reserve all of their right, title and interest in and to the Services, including all of their related Intellectual Property Rights, and any future developments and enhancements to such rights. Except as expressly stated in these Terms, no express or implied licence or right of any kind is granted to You regarding the Services, or any part of the Services, including any right to obtain possession of any software, source code, data or other technical material related to the Services.

4.2 Access to and Use of Services and Content. We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term.

4.2.1 Licence to Your Data. Use of the Services will not affect Your ownership or licence rights in Your Data. We and Our Affiliates may use, host, copy, store, backup, transmit, and display Your Data so that We can provide the Services to You and Your Users.

5. Data & Privacy

5.1 Privacy Laws. Each party must at all times comply with any applicable Privacy Laws.

5.2 Privacy Policy. You agree to be bound by our Privacy Policy, which can be found at tendor.ai/privacy.

5.3 No Global LLM Training. Your Data and Outputs are never used to train global, public AI models operated by third parties (such as OpenAI, Google, Anthropic, or similar providers). Your Data remains confidential and is not shared with or used to improve any third-party AI systems, although We may use it to improve Our Services, subject to clause 5.4 below.

5.4 Use of Aggregated Data. We may use aggregated, anonymised, and de-identified data, along with usage patterns and performance metrics, to maintain, improve, and optimise the Services. This helps Us continuously enhance the quality and relevance of features for all users.

6. Confidentiality

6.1 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar confidential information. The Receiving Party agrees:

1. not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms;
2. except as otherwise as required by law or otherwise authorised by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with these Terms and who are subject to confidentiality obligations no less stringent than those of the Receiving Party in this clause; and
3. subject to clause 6.2, the Receiving Party must not disclose the terms of these Terms or any Order Form to any third party other than its Affiliates or professional advisors without the other party's prior written consent. Where the Receiving Party makes any such disclosure to its Affiliate or professional advisor, it remains responsible for such Affiliate's or advisor's compliance with this clause 6.1.3.

6.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by:

1. an order of any court of competent jurisdiction, or any regulatory, judicial, government or similar body;
2. any taxation authority of competent jurisdiction;
3. the rules of any applicable listing authority or stock exchange; or
4. any applicable laws or regulations,

provided the Receiving Party gives the Disclosing Party prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7. Warranties and Disclaimers

7.1 Our Warranty. We warrant that the receipt and use of the Services in accordance with these Terms will not infringe the rights, including any Intellectual Property Rights, of any third party.

7.2 Your Warranties. You represent and warrant that:

1. You own or have the necessary rights and consents to use Your Data with the Services, including, without limitation, where Your Data contains personal information of third parties, You have obtained all necessary consents to share personal information with Us;
2. Your Data does not infringe any Intellectual Property Rights, privacy rights, or other rights of third parties;
3. Your Data does not contain any viruses, malware, or malicious code;
4. Your Data complies with all applicable laws and regulations, including, without limitation, compliance with marketing, competition and privacy laws; and
5. Where You have engaged Us to provide assistance in the submission of any tender or grant application on Your behalf, You authorise Us to submit such tender or grant application on your behalf, including where any declaration in relation to truth or accuracy needs to be made.

7.3 Disclaimers. Except as expressly provided, all Services, support, and materials are provided on an "as is" and "as available" basis. We make no warranty that the Services, or that results of use will:

1. meet the Customer's or any third party's requirements;
2. operate without interruption;
3. achieve any intended result or outcome for you, including successful selection during a tender process;
4. be error-free;
5. be compatible or work with Your other components.
6. be suitable to use as the sole basis for any business decision, and that Outputs may utilise data which is (either in whole or in part) generated by artificial intelligence (AI), the accuracy of which cannot be guaranteed; or
7. guarantee to achieve any particular result for You.

7.4 Not Professional Advice. Our Services and all Outputs generated by them constitute general information and drafting assistance only. They do not constitute, and must not be relied upon as:

1. legal, financial, accounting, tax, or other professional advice;
2. a substitute for professional consultation or expert review;
3. guaranteed to meet tender requirements or result in successful tender outcomes; or
4. suitable for high-risk decisions without independent professional verification.

You must obtain independent professional advice before acting on or submitting any Outputs. This clause applies even when You have engaged Us to assist with the submission of any tender or grant application on Your behalf.

7.5 Remedies for breach of Warranty. If You notify Us in writing of a breach of a warranty in these Terms, We will, within 30 days of notification, at Our discretion (acting reasonably) and expense:

1. repair or replace the non-conforming Services or re-perform the Services (if applicable); or
2. if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused Fees paid by You.

8. AI-Specific Terms

8.1 Use of AI disclaimer. We make no warranty in relation to the accuracy or completeness of Outputs. You must review, verify, and validate all Outputs created using the Services before use, submission, or reliance. The Outputs are to be treated as drafts only, and must have human oversight and verification. You are solely responsible for ensuring that any Outputs you use are accurate and complete.

8.2 Similarity of Outputs. While we acknowledge that You own Intellectual Property Rights in Outputs, You acknowledge that Outputs may be similar to outputs generated for other users based on similar inputs.

8.3 Retention of underlying models. We retain all rights (including Intellectual Property Rights) in the underlying AI models, algorithms, and technology in Our platform and the Services.

8.4 Compliance with laws. You are solely responsible for Your use of Outputs and ensuring they comply with applicable laws.

9. Government Data Terms

9.1 Government Data. The tender and grant information (Government Data) displayed on this website is aggregated from publicly available government sources. We do not claim any Intellectual Property Rights over this Government Data. Most Government Data displayed is licensed under the Creative Commons Attribution 4.0 International (CC BY 4.0) licence. For more information regarding the specific licensing of any data, please refer to the original source cited on each tender or grant page.

9.2 Government Disclaimer. Government agencies are not affiliated with, and do not endorse Us, or the accuracy of Government Data displayed on Our Services. We aggregate and present publicly available Government Data, but do not guarantee its completeness, currency, or accuracy.

9.3 Your Obligations. If you use Government Data accessed through the Services for your own purposes, you are responsible for complying with the applicable licence terms, including any attribution requirements. We recommend verifying all information with the original government source before relying on it.

10. Limitation of Liability

10.1 Limitation of Liability. IN NO EVENT WILL A PARTY'S (OR ITS AFFILIATES') AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED A MAXIMUM OF THE TOTAL AMOUNT PAID OR PAYABLE BY YOU AND YOUR AFFILIATES FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY, REGARDLESS OF THE BASIS OF THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, OUR TOTAL LIABILITY TO YOU WILL NOT EXCEED $100 AUD.

10.2 Indemnity. To the maximum extent permitted by law, You agree to indemnify, defend, and hold Us harmless and our officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable legal fees) arising from or relating to:

1. Your use or misuse of the Services;
2. Your breach of these Terms;
3. Your User's breach of the Acceptable Use Policy;
4. Your violation of any law, regulation, or third-party right;
5. Your Data, including any claim that Your Data infringes or misappropriates the Intellectual Property or privacy rights of any third party;
6. Your reliance on or use of Outputs without proper review, verification, or professional consultation;
7. any unsuccessful tender or grant application based on information obtained through the Services or Outputs generated by our Services;
8. Your use of Government Data accessed through the Services in violation of applicable licence terms; or
9. any dispute between you and any third party arising from your use of the Services.

10.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Term and Termination

11.1 Term of Agreement. The Term of these Terms commences on the Commencement Date and ends at the earlier of:

1. when these Terms are terminated in accordance with this clause 11; or
2. the expiry of any Term specified in an Order Form.

11.2 Termination for cause. A party (Terminating Party) may terminate any individual Order Form or these Terms:

1. upon 30 days written notice to the other party (Defaulting Party) if the Defaulting Party has committed a material breach of these Terms which cannot be remedied, or which is not remedied within 10 business days of receipt of notice from the Terminating Party;
2. immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or
3. immediately, if the other party is acquired by, sells substantially all of its assets to, or undergoes a change of control (more than 50% ownership) in favour of, a direct competitor of the Terminating Party.

11.3 Effect of Termination. On expiry of the Term or earlier termination of these Terms under Clause 11:

1. all existing Order Forms will terminate automatically, unless otherwise specified by the terminating party;
2. You must immediately pay Us all of Our outstanding unpaid invoices for Services provided and, in respect of the Services supplied but for which no invoice has been submitted, We may submit an invoice, which will be payable within fourteen (14) days of receipt;
3. Each party must:
   1. cease using the other party's Intellectual Property Rights;
   2. return to the other party all documents and materials (and any copies) containing the other party's Confidential Information;
   3. permanently erase all the other party's Confidential Information from its computer systems, software, servers and storage devices (to the extent possible) within a reasonable time frame (not more than 90 days after termination of a subscription term);
   4. deliver to the other party all property belonging to the other party that is in its possession or control, whether or not they are complete; and
4. on request, certify in writing to the other party that it has complied with the requirements of this Clause 9.3.3.

11.4 Data Export. You may request an export of Your Data at any time while your account is active by contacting Our support team. We will provide Your Data in a commonly used, machine-readable format within 30 days of your request. There is no charge for one data export request per year; additional requests may incur a reasonable administrative fee.

11.5 Surviving Provisions. Clauses 2.2 (Fee Conditions), 4 (Proprietary Rights and Licences), 6 (Confidentiality), 7 (Warranties and Disclaimers), 10 (Limitation of Liability), 11.3 (Effect of Termination), this clause 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of these Terms.

11.6 Force Majeure. Neither Party will be considered in breach of these Terms if a delay in meeting their obligations is caused by something beyond their reasonable control. This includes, but is not limited to, strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, vandalism, compliance with laws or government orders, terrorist acts, internet or communication network failures, cyberattacks, fires, floods, or storms. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.

12. General

12.1 Governing Law. These Terms are governed by the laws of New South Wales, Australia.

12.2 Manner of Giving Notice. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon delivery by e-mail to the email address identified in the applicable (or most recent) Order Form.

12.3 Notices recipient. Billing-related notices to You will be addressed to the relevant billing contact designated by You in the Order Form. You and We may agree to day-to-day instructions and communications processes in an Order Form.

12.4 Dispute Resolution. If You and We have a dispute which we are unable to resolve informally within thirty (30) days, You and We agree to resolve those disputes by mediation, with a mediator to be appointed by mutual agreement or, if agreement cannot be reached within seven (7) days of receipt of notice of mediation, the mediator shall be appointed by the President of the Law Society of NSW (or their nominee) upon the request of either party. If good faith attempts at mediation do not resolve the dispute, either party may institute legal proceedings in the jurisdiction of New South Wales, Australia. Nothing in this clause will prevent either party from resorting to judicial proceedings for:

1. interlocutory or interim relief to prevent material prejudice or a breach of confidentiality provisions or intellectual property rights; or
2. determining the validity or ownership of any copyright or patent owned or asserted by a party or its Affiliates.

12.5 Affiliates. By directly entering into an Order Form with Us, any Affiliate of Yours using the Services agrees to be bound by the terms of these Terms as if it were an original party to the Agreement.

12.6 Export Compliance. You agree not to export, re-export, or transfer, directly or indirectly, any software, technology or information forming a part of the Services in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.

12.7 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our legal department at legal@tendor.ai.

12.8 Entire Agreement. These Terms (inclusive of any Order Forms) is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Any term or condition stated in Your purchase order or in any other of Your order documentation (other than an Order Form) that attempts to supersede or impose obligations on Us other than under these Terms is void.

12.9 Assignment. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld). Notwithstanding this general requirement, a party (Assigning Party) may assign these Terms in its entirety (together with all Order Forms), without the other party's (Remaining Party) consent, to an Assigning Party's Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of an Assigning Party's assets, unless the acquiring party is a competitor to the Remaining Party. These Terms will bind and inure to the benefit of the parties, their permitted successors and assigns.

12.10 Relationship of the Parties. The parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

12.11 Variation and Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

12.12 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these Terms will remain in effect.

13. Definitions

• Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
• Agreement means this General Terms of MSA (A), plus associated Order Forms and any Schedules, as updated from time to time;
• Confidential Information means all information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes the terms and conditions of these Terms and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that:
  • is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
  • was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
  • is received from a third party without breach of any obligation owed to the Disclosing Party; or
  • was independently developed by the Receiving Party;
• Fee means the fees (whether fixed and variable) which are payable in respect of Services as defined in the relevant Order Form;
• Intellectual Property Rights means all intellectual property rights of any kind, in any jurisdiction, subsisting now or in the future (including, without limitation, business, company or trade names, domain names, patents, inventions, copyright, design rights, know-how, trade marks, the right to sue for passing off and rights to use, and protect the confidentiality of, Confidential Information), whether registered or unregistered, and including the rights to apply for or renew the registration of any such rights and any rights the subject of any lapsed application or registration;
• Order Form means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us;
• Outputs means outputs created by using the Services, whether by using generative AI tools or otherwise;
• Privacy Law means laws regarding privacy (as amended and updated from time to time) in any applicable jurisdiction and includes, without limitation, the Privacy Act 1988 (Cth) (Australia);
• Services means the products and services that are ordered by You under an Order Form, and include accessing or using any information or material obtained via our website, <www.tender.ai>;
• Tax or Taxes means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever;
• Term refers to the term of these Terms as set out in an Order Form, unless terminated in accordance with clause 9.1;
• User means an individual that has access to Your instance of the Services, i.e. an individual account holder or seat using the Services on Your behalf;
• We, Us or Our means Compliance0 Pty Ltd (ABN 32 687 131 479) (trading as TENDOR);
• You or Your means the business, company or other legal entity for which you are accepting these Terms, as specified in an Order Form; and
• Your Data means all data and information submitted by or created by use of the Services.

This Acceptable Use Policy (Policy) describes certain terms, features, restrictions, licenses and notices associated with providing Our Services. Capitalised terms not defined in this Policy are defined in the Terms and Conditions of the Tendor Services.

Use of the Services

1. Account set up and use of the Services (Users). The following applies to Users when they are required to create an account and specify a password on the Tendor website in order to access the Services:

1. To create an account, the User must be at least 18 years old and must provide truthful and accurate information about the User.
2. The User must not impersonate anyone else or use false information when creating the account.
3. If the User's information changes at any time, the User must promptly update the User's account to reflect those changes.
4. No User may share an account credentials or password with anyone else.
5. The User must keep passwords confidential.
6. If You or a User believes that a User's account has been compromised at any time, You or the User must notify Us or Your system administrator.

Usage Restrictions

2. You may not, and may not allow any third-party, including Your Users, to use Our Services to:

1. make any Services available to, or use any Services for the benefit of, anyone other than You or Users;
2. sell, resell, license, sublicense, distribute, make available, rent or lease any Services, or include any Services in a service bureau or outsourcing offering;
3. send, upload, distribute or disseminate, or offer to do the same with respect to material that meets the criteria for Prohibited Content (see clause 6);
4. use the Services to store or transmit a virus or malicious code;
5. interfere with or disrupt the integrity or performance of any Services or third-party data contained therein;
6. attempt to gain unauthorised access to any Services or Our related systems, platforms, models or code;
7. permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any of the Services to access or use any of Our Intellectual Property Rights, except as permitted under the Terms,
8. access, scrape or copy a Service or Our website, or any part, feature, function, model or user interface thereof for any purpose not expressly authorised by the Terms and this Policy, including without limitation to build a competitive product or service or to benchmark with a third party product or service, or in a manner that violates the terms for use of or access to such service or website;
9. frame or mirror any part of any Services;
10. reverse engineer, decompile, modify, combine, create derivative works of, distribute or adapt any Services (to the extent such restriction is permitted by law); or
11. sell to, exchange with, share with or distribute to a third party personal information, including the email addresses of any person without such person's knowing and continued consent to such disclosure;
12. engage in, promote or facilitate illegal activity or violate any applicable local, state, national or international law or regulation (including without limitation data, privacy, and export control laws);
13. interfere with other Users' enjoyment of the Services;
14. perform significant load or security testing without first obtaining Our written consent;
15. remove any copyright, trade mark or other proprietary rights notices contained in or on the Service or reformat or frame any portion of the web pages that are part of the Service's administration display; or
16. disable, avoid, or circumvent, damage or otherwise interfere with any security or access-related features or restrictions of Our Services, features that prevent or restrict the use or copying of content from the Services, or features that enforce limitations on the use of the Services

3. Breach of Usage Restrictions. Any use of the Services in breach of the Terms, this Policy or an Order Form, by You or Your Users that in Our judgment threatens the security, integrity or availability of Our Services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

4. Planned Downtime. We may schedule periods where the Services may not be available for a set period of time for regular maintenance or technical fixes. The term 'Planned Downtime' means where We give You at least 8 hours' electronic notice of a scheduled period of downtime (including by way of publishing an update on Our website), and which We will schedule to the extent practicable during weekend or non-business hours.

5. Prohibited material. You may not use Our Services to solicit, display, store, process, send or transmit:

1. material that infringes or misappropriates a third party's intellectual property or proprietary rights;
2. content that promotes, condones, encourages or facilitates hate, violence or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, gender identity, sexual orientation, disability, medical condition, veteran status or any other characteristic;
3. obscene, indecent, defamatory, libelous, deceptive, fraudulent, pornographic, harmful to minors, threatening, excessively profane or otherwise objectionable material;
4. content that violates, encourages or furthers conduct that would violate any applicable laws;
5. information related to children under the age of 13 (or in the European Economic Area, under 16);
6. material related to phishing or drug paraphernalia;
7. malicious code, such as viruses, worms, time bombs, Trojan horses and other harmful or malicious scripts, agents or programs; or
8. material that violates or encourages conduct that would violate any applicable laws, including any criminal laws, or any third-party rights, including publicity or privacy rights.

6. Repeat infringer policy. We have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be infringers or repeat infringers of the requirements in clause 5 above.

7. Remedy where You breach this Policy. If We inform you that Your use of the Services is in breach of Our Policy, You must promptly and in good faith respond to a request from Us to comply with the Policy.

8. Repeated or serious breach of Policy. If We determine (in Our sole discretion) that you engage in activities that seriously or repeatedly violates the Terms or this Policy, or You authorise or help others to do so, We may suspend or terminate your use of the Services without notice or liability, and without limiting any other right or recourse We may also have. We have the right, but not the obligation, to monitor or investigate your use of the Services at any time for compliance with this Policy.

9. We may amend this Policy. We may update this Policy from time to time by posting an updated version at tendor.ai/terms and any such updates will be effective upon posting. When we update this Policy, the "Last Updated" date above will be updated to reflect the date of the most recent version. Your continued use of the Services constitutes your acceptance of the modified Policy. We encourage you to review this Policy regularly.

10. Violation of Policy. If you become aware of any violation of this Policy, please contact us at legal@tendor.ai.