Terms of Service

Version 1.0 · Effective 2026-09-25

These Terms of Service (the "Terms") are an agreement between:

• ACCER INFORMATION TECHNOLOGY LIMITED, trading as Tender Preflight, a private company limited by shares incorporated in Ireland, registered number 804260, with its registered office at 6 Fern Road, Sandyford, Dublin, D18 FP98, Ireland (the "Provider", "we", "us"); and
• the organisation named when the account was created (the "Customer", "you").

Tender Preflight is a business name of ACCER INFORMATION TECHNOLOGY LIMITED. These Terms govern access to and use of the Tender Preflight service (the "Service").

The Data Processing Agreement ("DPA") forms part of these Terms. Together with any order form they make up the "Agreement".

1. Who may use the Service

1.1 The Service is provided only to businesses and other organisations, for use in the course of their trade, business or profession. It is not offered to consumers, and must not be used by a sole trader or individual for purposes wholly or mainly outside their trade, business, craft or profession (as those terms are used in the Consumer Rights Act 2022).

1.2 The person accepting these Terms confirms that they are authorised to bind the Customer, and that the Customer will use the Service for its trade, business or profession and not as a consumer. If either is not true, they must not accept these Terms or use the Service.

1.3 The Customer may allow its employees and contractors, and (for agencies) personnel working on client engagements, to use the Service under its account ("Authorised Users"). The Customer is responsible for what Authorised Users do in the Service.

2. What the Service does

2.1 The Service helps the Customer check a tender submission before it is submitted. The Customer uploads the buyer's tender documents and its draft submission. The Service then:

• reads the documents, including scanned pages by optical character recognition (OCR);
• identifies requirements, deadlines, limits and other conditions stated in the tender documents;
• summarises the tender;
• compares the submission with those requirements; and
• produces findings and a preflight report.

2.2 Some of these functions use automated analysis, including a large language model ("AI"). Findings, summaries and other results produced by the Service ("Output") are identified as automatically generated in the Service. Each finding cites the passages of the documents it relies on so that it can be verified.

2.3 Where a tender document lists named individuals (for example proposed personnel or referees), the Service checks whether a required document about that person is present, consistent with the tender and internally consistent — for example, whether a CV was submitted for the person named in the technical response, or whether a declaration is signed and dated. The Service does not evaluate any individual's competency, suitability, skill or fitness for a role, and Output must not be used, and is not designed, for that purpose.

3. Output is decision support, not advice

3.1 Output can be incomplete or wrong. For example, the Service may misread a scanned page, miss a requirement, misinterpret a clause, or report an issue that does not exist.

3.2 The Customer remains solely responsible for:

• its tender submissions;
• checking the tender documents itself, including deadlines, mandatory requirements, eligibility and selection criteria, pricing, declarations and submission instructions; and
• every decision it makes, whether or not the Service was used.

3.3 The Service does not provide legal, procurement, financial, tax or other professional advice. It does not confirm that a submission is compliant, complete, eligible or likely to succeed. The Provider is not responsible for decisions of contracting authorities, evaluators or other third parties.

4. Accounts and security

4.1 Registration information must be accurate and kept up to date.

4.2 Authorised Users must keep their credentials confidential and must not share accounts. The Customer must tell us without undue delay at [email protected] if it suspects that an account has been accessed without authorisation.

5. Customer Content

5.1 "Customer Content" means the documents, files, data and instructions the Customer submits to the Service, and the Output generated from them for the Customer. As between the parties, the Customer owns Customer Content.

5.2 The Customer grants the Provider a non-exclusive licence, for the term of the Agreement, to host, copy, process, analyse and transform Customer Content only as necessary to:

• provide, secure and support the Service for the Customer; and
• comply with law.

5.3 The Customer confirms that it has all rights, permissions and lawful bases needed to upload Customer Content and to instruct the Provider to process it. In particular, where Customer Content belongs to or was received from a client, a buyer, a subcontractor or another third party, the Customer confirms that this use is permitted, including under any confidentiality terms of the tender.

5.4 No training. The Provider does not use Customer Content to train, fine-tune or improve AI models, whether its own or anyone else's.

5.5 The Provider may use aggregated, non-identifying statistics about use of the Service to operate and improve the Service, for example the number of documents processed or conversion error rates. These statistics must not contain Customer Content or personal data.

6. How Customer Content is processed

6.1 AI analysis is performed by a model that runs on infrastructure operated by or for the Provider in Ireland (European Union). Customer Content is not sent to any external AI service. Only text extracted from the documents is submitted for AI analysis, never the files themselves.

6.2 Tenders that have not been checked for 90 days are deleted automatically, together with their documents and results. The day count starts from the tender's most recent preflight check, or from its creation if it was never checked. The Customer may delete documents, tenders or its whole account at any time. Before deletion, the Customer can download the preflight report (PDF, Excel or CSV) and its original files.

6.3 Where Customer Content contains personal data, the DPA applies. The Customer should upload only the personal data needed for the check, for example the CVs that the tender requires.

7. Acceptable use

The Customer must not, and must ensure that Authorised Users do not:

• use the Service unlawfully or in breach of procurement rules or tender conditions;
• upload content it has no right to use, or content that infringes the intellectual property, confidentiality or privacy rights of others;
• upload malware, or attempt to probe, scan or test the vulnerability of the Service without our written permission;
• attempt to access another customer's data or circumvent security or usage limits;
• reverse engineer the Service, except to the extent that law permits this despite this restriction; or
• use the Service to build a competing product.

8. Confidentiality

8.1 Each party will keep the other party's Confidential Information confidential and will use it only for the purposes of the Agreement. It will disclose that information only to its personnel and advisers who need to know it and who are bound by equivalent obligations. "Confidential Information" means non-public information disclosed in connection with the Agreement that is marked confidential or would reasonably be understood to be confidential. Customer Content, including non-public tender documents, is the Customer's Confidential Information.

8.2 These obligations do not apply to information that:

• is or becomes public without breach of the Agreement;
• was lawfully known to the recipient without restriction;
• is received lawfully from a third party without restriction; or
• is independently developed.

8.3 A party may disclose Confidential Information where the law requires it. Where the law permits, that party will give the other party prompt notice first.

8.4 These obligations continue for five years after the Agreement ends. For Customer Content, they continue for as long as the Provider holds it.

9. Security and availability

9.1 The Provider maintains the technical and organisational measures described in the Security Measures. It will not materially reduce the overall level of protection during the term.

9.2 The Provider aims to keep the Service available, but does not promise uninterrupted or error-free operation. It may carry out maintenance, preferably outside Irish business hours, and will give notice of planned downtime where practicable.

10. Fees

10.1 The Service is currently provided free of charge. No fees are payable, so no refund of fees or service credit arises for the free Service, including for errors, omissions or unavailability. Liability is capped, not excluded — see section 15.3.

10.2 If paid plans are introduced, their prices, billing terms and cancellation terms will be shown before purchase. Paid plans apply only if the Customer expressly agrees to them. The Service will not become chargeable without that agreement.

10.3 For paid plans, the Provider may suspend paid functionality if undisputed fees remain unpaid more than 30 days after written notice.

11. Intellectual property

11.1 The Provider and its licensors own the Service, including its software, check rules, interfaces and documentation. The Customer receives a non-exclusive, non-transferable right to use the Service during the term. No other rights are granted.

11.2 The Customer may use Output for its own business purposes, including sharing it with its clients.

11.3 If the Customer gives feedback about the Service, the Provider may use it freely. In doing so, the Provider will not disclose the Customer's Confidential Information.

12. Suspension

12.1 The Provider may suspend access, in whole or in part, where reasonably necessary to:

• deal with a security threat or incident;
• prevent unlawful use or a serious breach of section 7; or
• comply with the law.

12.2 The suspension will be limited in scope and duration to what is necessary. The Provider will notify the Customer, with reasons, unless the law or the security situation prevents it.

13. Term and termination

13.1 The Agreement starts when these Terms are accepted and continues until it is terminated.

13.2 The Customer may terminate at any time by deleting its account in Account & data.

13.3 The Provider may terminate:

• for convenience, on 60 days' notice;
• immediately, if the Customer materially breaches the Agreement and does not remedy the breach within 14 days of notice (or the breach cannot be remedied); or
• where continuing would be unlawful.

13.4 On termination, the right to use the Service ends. Customer Content is deleted as described in section 6.2 and in the DPA. If the Provider terminates for convenience, the Customer will be able to download its reports and files during the notice period.

13.5 Any provisions that by their nature are intended to continue after termination remain in force, in particular sections 3, 5.4, 8, 11, 14, 15 and 17.

14. Warranties

14.1 The Provider will provide the Service with reasonable skill and care, and in accordance with the DPA.

14.2 While the Service is free of charge, it is provided "as is" and "as available". Except as stated in the Agreement, and to the extent permitted by law, all other warranties, conditions and terms are excluded, whether express or implied by statute (including the Sale of Goods and Supply of Services Act 1980) or otherwise. The Customer acknowledges that this exclusion is fair and reasonable for a free, business-to-business decision-support service whose Output the Customer must verify (section 3). In particular, the Provider does not warrant that:

• the Service will find every requirement or issue; or
• Output will be accurate or complete.

15. Liability

15.1 Nothing in the Agreement limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• a party's wilful default; or
• any liability that cannot lawfully be limited or excluded.

15.2 Subject to 15.1, neither party is liable for:

• loss of profits, revenue, contracts or business opportunity, including the loss of a tender or contract award;
• loss of anticipated savings or of goodwill; or
• indirect or consequential loss.

15.3 Free Service. While the Service is provided free of charge, and subject to 15.1 and 15.5, each party's total liability arising out of or in connection with the Agreement or the Service in any 12-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to EUR 50. No fees are paid for the free Service, so no refund of fees arises; the amount above is the maximum either party can otherwise recover.

The Customer uses the free Service at its own risk and should keep its own copies of its documents.

15.4 Paid plans. If the Customer subscribes to a paid plan, then, subject to 15.1 and 15.5, each party's total liability arising out of or in connection with the Agreement in any 12-month period is limited to the greater of EUR 50 and the fees paid or payable by the Customer for that plan in the 12 months before the event giving rise to the claim.

15.5 This section does not limit:

• the rights of data subjects, or any liability that cannot be limited under the GDPR; or
• the Customer's obligation to pay fees.

16. Indemnity for unauthorised content

The Customer will indemnify the Provider against third-party claims arising from Customer Content that the Customer had no right to upload or to have processed (section 5.3), including reasonable legal costs. This does not apply to the extent that the claim results from the Provider's breach of the Agreement or of law. The Provider will:

• notify the Customer promptly of the claim;
• allow the Customer to control the defence; and
• cooperate reasonably.

17. Changes to these Terms

17.1 The Provider may update these Terms, for example to reflect new features, legal requirements or changes to how the Service is operated. Every version is kept at Legal together with its SHA-256 fingerprint.

17.2 For material changes:

• the Provider will give at least 30 days' notice in the Service or by e-mail, unless the change is required sooner by law;
• the Customer will be asked to accept the new version before it continues to use the Service; and
• if the Customer does not accept, it may close its account and download its data first.

17.3 Other changes (clarifications, corrections, changes of contact details) take effect on publication.

18. General

18.1 Electronic acceptance. The Agreement is concluded electronically, in accordance with the Electronic Commerce Act 2000. The Provider keeps a record of each acceptance: the person, the organisation, the date and time, the exact version and its SHA-256 fingerprint, and the IP address and browser used. The Provider will provide a copy on request, and the Customer can download it in Account & data.

18.2 Force majeure. Neither party is liable for failures caused by events beyond its reasonable control. This does not cover payment obligations.

18.3 Assignment. Neither party may assign the Agreement without the other's consent. Consent must not be unreasonably withheld. However, either party may assign the Agreement to a successor to its business that agrees in writing to be bound by it.

18.4 Notices and point of contact. Notices to the Provider must be sent to [email protected]. Notices to the Customer will be sent to the e-mail addresses of its account holders or shown in the Service. [email protected] is the Provider's single point of contact for Customers, users, Member State authorities and the European Commission, including for the purposes of Articles 11 and 12 of Regulation (EU) 2022/2065 (the Digital Services Act) where applicable to the Service. The Provider corresponds in English. The Provider aims to acknowledge a general enquiry sent to this address within 5 business days; a suspected security incident or personal data breach is handled under the faster timescale in the DPA instead (see the Security Measures and DPA §11).

18.5 Entire agreement and precedence. The Agreement is the entire agreement between the parties about its subject matter. If documents conflict, they take precedence in this order:

1. an order form signed by both parties;
2. the DPA, in respect of personal data; and
3. these Terms.

18.6 Severability and waiver. If a provision is held invalid, the rest of the Agreement remains in force. A failure to enforce a right is not a waiver of that right.

18.7 Governing law and jurisdiction. The Agreement, and any non-contractual obligations arising from it, are governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction.