Terms and Conditions

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

• our privacy policy (on our website) which sets out how we will handle your personal information;
• clause 1.3 (Variations) which sets out how we may amend these Terms;
• clause 4 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews; and
• clause 12 (Liability) which sets out exclusions and limitations to our liability under these Terms.

1. Engagement and Term
   1. These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.
   2. By accepting these Terms, you warrant that you have legal capacity to enter into binding contracts in your jurisdiction, and if you are accepting these Terms on behalf of an entity, that you have authority to bind that entity.

   3. Variations: We may amend these Terms at any time, by providing written notice to you, subject to the following:

      1. Material Amendments: For any amendment that constitutes a Material Amendment, we will provide not less than ninety (90) calendar days’ written notice prior to the amendment taking effect.
      2. Non-Material Amendments: For all other amendments (including changes to software features, user interface, user workflows, platform functionality, contact details, or administrative corrections), we will provide not less than thirty (30) calendar days’ written notice prior to the amendment taking effect.

      3. Acceptance and Right to Terminate: By clicking “I accept” or continuing to use our Platform after the applicable notice period expires, you agree to the amended Terms. If you do not agree to a Material Amendment notified under clause 1.3(a), you may cancel your Subscription by providing written notice to us prior to the amendment taking effect, and:

         1. you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and
         2. if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining after the date of cancellation.

   4. In the event of any conflict or inconsistency between the documents forming these Terms, the documents will be read in the following order of precedence (highest to lowest):

      1. these Terms (as amended from time to time in accordance with clause 1.3);
      2. any Annexures to these Terms; and
      3. Our Privacy Policy (for matters relating to personal information only).
2. Our Services
   1. Subject to your compliance with these Terms, we will provide you with access to our Platform (our Services).
   2. Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.
   3. Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.
   4. We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.
   5. Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).
   6. Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.
   7. Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 2.5.
3. Account
   1. You must sign up for an Account in order to access and use our Platform.
   2. You may register for an Account using a single sign-on provider supported by us, which may include consumer identity providers (such as Google or Microsoft) and enterprise single sign-on providers (such as SAML or OIDC-based identity providers) (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access the information from that provider reasonably necessary to create and maintain your Account.

   3. While you have an Account with us, you agree to:

      1. keep your information up-to-date (and ensure it remains true, accurate and complete);
      2. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
      3. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.
4. Subscriptions
   1. Once you have created your Account, you must choose a Subscription.
   2. The Subscriptions we offer will be set out on our Platform, including details of each Subscription’s features and limitations, Subscription Fees and Subscription Periods. We may offer a free Subscription option.
   3. During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).
   4. Your Subscription can be upgraded or downgraded at any time through your Account. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next billing month.
   5. You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out on our Platform).
   6. You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that bank account.
   7. Cancellation: Your paid Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your paid Subscription will be automatically renewed for a successive Subscription Period of the same duration (each of which will be considered a Subscription Period). If you wish to cancel your paid Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current paid Subscription Period, and your paid Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends). On cancellation, your Account will rollover to a free Subscription and you will have access to your Account through the free Subscription option.

   8. Late Payments: If any Subscription Fees are not paid on time, we may:

      1. suspend your access our Services (including access to our Platform); and
      2. charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.
   9. Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
5. Platform Licence
   1. While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

   2. You must not:

      1. access or use our Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
      2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
      3. introduce any viruses or other malicious software code into our Platform;
      4. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;
      5. attempt to access any data or log into any server or account that you are not expressly authorised to access;
      6. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;
      7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
      8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
6. Use of Artificial Intelligence

   1. We use AI Systems as part of our Services. You acknowledge and agree that:

      1. content generated by AI Systems may be inaccurate, incomplete, or inappropriate for your specific requirements;
      2. you must review and verify all content generated by AI Systems before use in any tender submission or business purpose;
      3. you use AI-generated content at your own risk and we make no warranties about its accuracy or suitability; and
      4. the underlying AI models used in our Platform are provided by third-party model providers, and we make no warranties regarding the accuracy, suitability, or performance of those underlying models.

   2. Notwithstanding clause 6.1, we will:

      1. take reasonable steps to ensure that our integration and use of AI Systems within the Platform is maintained to a reasonable standard of care; and
      2. upon receiving written notice from you identifying a material error or defect in AI-generated output, use reasonable endeavours to investigate and remediate that error in a timely manner at no cost to you.
   3. For the avoidance of doubt, we do not provide automatic service credits or refunds in connection with AI-generated content. Our obligation is limited to reasonable remediation as set out in clause 6.2(b).
   4. We will not use Your Data or any Personal Information provided by you to train, develop, or improve any artificial intelligence or machine learning models, whether owned by us or any third party.
7. Availability, Disruption and Downtime
   1. While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
   2. Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
   3. Where we have agreed a separate service level agreement with you (for example, as part of an enterprise Subscription), that agreement sets out our service level commitments, including availability targets, downtime definitions, and service credit entitlements. In the event of any inconsistency between this clause 7 and that service level agreement, the service level agreement will prevail.
   4. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.
8. Intellectual Property and Data
   1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
   2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

   Your Data

   3. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us a non-exclusive licence to access, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

      1. supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;
      2. diagnose problems with our Services;
      3. improve, develop and protect our Services using only Anonymised Data derived from your usage of the Platform;
      4. perform analytics for the purpose of remedying bugs or issues with our Platform; or
      5. perform our obligations under these Terms (as reasonably required).

   4. For the avoidance of doubt, we will not:

      1. use Your Data (whether in identifiable or anonymised form) to train, develop, or improve any artificial intelligence or machine learning model, whether owned by us or any third party; or
      2. use Your Data to send you marketing communications, except in the form of service announcements directly related to the operation or security of the Platform.
   5. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

   Data Integrity and Backup

   6. You are responsible for (meaning we are not liable for) the integrity of Your Data on your systems, networks or any device controlled by you, we recommend that you maintain your own independent backups of Your Data.
   7. We may maintain backups of Your Data through our third-party infrastructure providers (including, without limitation, Microsoft Azure and Amazon Web Services). However, we make no warranty that such backups will be current, complete, or accessible at any given time, and we are not liable for any loss or corruption of Your Data arising from a failure of backup systems operated by those third-party providers.
   8. You may request a copy of any available backup of Your Data by written notice to us. We will use reasonable endeavours to provide such a copy within 30 business days of your request, subject to availability.

   Anonymised Data

   9. When you use our Services, we may create Anonymised Data from your usage of our Services and/or Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

   10. We will not create Anonymised Data from, or include in any anonymised dataset, any of the following:

       1. any data originating from or provided as part of a client request for tender, tender response, or similar procurement engagement;
       2. any data marked by you as “CONFIDENTIAL” or subject to third-party confidentiality obligations; or
       3. any pricing, costing, or financial strategy information.
   11. We will not make Anonymised Data publicly available in a form that could reasonably be used to identify you or any of your clients.
   12. If you do not provide Your Data to us, it may impact your ability to receive our Services.
9. Confidential Information and Personal Information
   1. While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.
   2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.
   3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws including the Privacy Act 1988 (Cth), the Australian Privacy Principles.
   4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
   5. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).
   6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.
10. Data Security
    1. Upon becoming aware of any actual or suspected unauthorised access to, disclosure of, alteration of, loss of, or destruction of Your Data or any Personal Information contained in it (Data Breach), we will notify you in writing within seventy-two (72) hours of first becoming aware of the Data Breach.

    2. Our notification will include, to the extent known at the time of notification:

       1. a description of the nature and scope of the Data Breach;
       2. the categories of data affected;
       3. the date and time the breach occurred (if known) and the date it was discovered;
       4. the steps we have taken or propose to take to address and mitigate the breach; and
       5. a contact person for further enquiries.
    3. Following notification, we will cooperate with any reasonable investigation you conduct and assist you in meeting any legal or regulatory reporting obligations triggered by the Data Breach, including notification to the Office of the Australian Information Commissioner if required under the Privacy Act 1988 (Cth).
    4. Our notification of a Data Breach does not constitute an admission of liability.

    5. We will implement and maintain reasonable technical and organisational measures to protect Your Data from unauthorised access, alteration, loss, or destruction, including:

       1. Encryption at Rest: Your Data stored on our servers and infrastructure is encrypted at rest;
       2. Encryption in Transit: All transmission of Your Data between your device and our servers uses industry-standard encryption protocols;
       3. Access Controls: We implement access controls to restrict access to Your Data to authorised personnel only; and
       4. Backups: We maintain backups of Your Data through our third-party infrastructure providers, as further described in clause 8.7.
    6. We will use reasonable endeavours to apply security patches and updates to our systems in a timely manner.
    7. We will ensure that any third-party service providers who access Your Data are required to maintain security standards consistent with those set out in this clause.

    Data Deletion on Request (Active Account)

    8. While your Account remains active, you may request deletion of specific project data, folders, or categories of Your Data by written notice to us. Upon receipt of your deletion request, we will use reasonable endeavours to delete the specified data from our production systems within twenty (20) business days of your request.
    9. We will provide you with written confirmation once deletion has been completed, confirming the specific data deleted and the date of deletion. Once deleted, we will make no further copies or backups of the deleted data, subject to any legal or regulatory retention obligations.
    10. We are not liable for any loss or inconvenience arising from deletion of Your Data carried out at your request under this clause.
11. Consumer Law Rights
    1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.
    2. Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.
    3. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.
12. Liability

    1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

       1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or
       2. any use of our Services by a person or entity other than you.

    2. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

       1. neither we or you are liable for any Consequential Loss;
       2. a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;
       3. (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

       4. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the greater of:

          1. the total amount of Subscription Fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the Liability; or
          2. AU$50,000.
       5. If you do not have an active Subscription at the time the Liability arises, our aggregate liability will be limited to AU$50,000.
13. Suspension and Termination
    1. We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

    2. We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

       1. you fail to pay your Subscription Fees when they are due;
       2. you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
       3. you breach these Terms and that breach cannot be remedied; or
       4. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

    3. You may terminate these Terms if:

       1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
       2. we breach these Terms and that breach cannot be remedied, and
       3. if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.
    4. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 14.9), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.
    5. Upon termination of these Terms we will retain Your Data (including copies) as required by law or regulatory requirements.

    Data Export and Retention on Termination

    6. Upon termination of these Terms or closure of your Account, we will, at your written request made no later than the date of termination, provide you with an export of Your Data in a portable, machine-readable format within twenty (20) business days of your request. This export will be provided at no charge to you.
    7. The export will include documents, files, and content you uploaded to the Platform and content generated through your use of the Platform and saved to your Account. The export will not include any of our internal intellectual property, including without limitation our system prompts, AI model configurations, platform architecture, or any back-end or internal outputs not ordinarily made available to users of our Services.
    8. Termination of these Terms will not affect any other rights or liabilities that we or you may have.
14. General

    1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may transfer any debt owed by you to us to a debt collection agency or third-party debt collector without your consent, provided that the collector is bound by confidentiality obligations consistent with these Terms in respect of any of Your Data in their possession. We may assign or transfer these Terms to a successor entity (for example, in the event of a merger, acquisition, or sale of all or substantially all of our assets) provided that:

       1. we provide you with not less than thirty (30) calendar days’ written notice of the proposed assignment, including the identity of the proposed assignee;
       2. the assignee is bound by all terms and conditions of these Terms, including all data security, confidentiality, and data deletion obligations; and
       3. if the proposed assignee is a Direct Competitor, we will obtain your prior written consent before completing the assignment, which you may withhold in your absolute discretion. If you do not consent, you may terminate these Terms without penalty by written notice to us within fourteen (14) calendar days of receiving notice of the proposed assignment, and you will be issued a pro-rata refund of any unused Subscription Fees.

    2. Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

       If the Dispute is not resolved at that initial meeting:

       1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or
       2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Perth, Western Australia, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.
    3. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
    4. Governing law: These Terms are governed by the laws of Western Australia, and any matter relating to these Terms is to be determined exclusively by the courts in Western Australia and any courts entitled to hear appeals from those courts.
    5. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

    6. Insurance: We will maintain, at our own cost, the following insurance policies for the duration of these Terms:

       1. Cyber Liability Insurance: covering unauthorised access, disclosure, loss, or destruction of data, including costs of breach notification and remediation, with an aggregate limit of not less than AU$500,000 per policy period; and
       2. Professional Indemnity Insurance: covering errors, omissions, or negligence in the provision of the Platform and related services, with a per-claim limit of not less than AU$10,000,000.
    7. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
    8. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
    9. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.
    10. Publicity: We will not advertise or publicise the fact that you are a customer of ours, or display or use your logo or branding in any marketing or promotional material, without your prior written consent. If you provide consent, it applies only to the specific use, medium, and content approved by you in writing, and does not extend to any other use without further written consent.
    11. Survival: Clauses 8 to 13 will survive the termination or expiry of these Terms.
    12. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
15. Definitions

    1. In these Terms:

       Account means an account accessible to the individual or entity who signed up to our Services.

       AI System means any machine-based system that can, for given sets of objectives, generate outputs such as predictions, recommendations, decisions, or content that can influence the environment it interacts with, and includes generative AI tools, large language models, chatbots, and AI-assisted productivity tools.

       Anonymised Data means data derived from Your Data or your usage of the Platform that has been processed and aggregated in such a manner that it does not identify, and cannot reasonably be used to identify, you, your Authorised Users, your clients, or any individual or organisation whose information is contained in Your Data. Data is not Anonymised Data if it could be re-identified through combination with other available information, or if it is derived from a sample size small enough to make underlying portions of Your Data identifiable.

       Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

       Direct Competitor means any entity that provides tendering, procurement, or bid management services to mining, resources, or industrial sector clients in Australia.

       Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

       Material Amendment means an amendment only if it directly relates to one or more of the following: data security obligations; data retention periods or practices; data deletion rights; confidentiality obligations; or liability limitations. For the avoidance of doubt, amendments to software features, user workflows, platform functionality, or administrative matters do not constitute Material Amendments.

       Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

       Platform means our cloud-based platform that we provide you with access to as part of the Services.

       Services means the services we provide to you, as detailed in clause 2.1.

       Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

       Subscription Fees means the fees you pay to us to access your chosen Subscription.

       Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

       Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.