Intelligent Tenders Inc.
Intelligent Tenders Inc. — User Agreement
Effective Date & Last Updated: 29 July 2025
This User Agreement ("Agreement") is a legally binding contract between Intelligent Tenders Inc. ("ITI," "we," "us," or "our") and you ("User," "you," or "your"). It governs your creation of an account and continued use of ITI's cloud-based software platform and related services (collectively, the "Services"). Review it carefully. By clicking "I Agree," creating an account, or accessing the Services, you accept every term herein. If you do not agree, do not use the Services.
1. Incorporation of Related Documents
The following documents are incorporated by reference and form part of this Agreement as though fully set out herein:
Terms of Use — governs permissions, prohibitions, and limitations on liability;
Privacy Policy — explains how ITI collects, uses, and protects personal information;
Disclaimer of Outcome and Reliance — allocates risk for success or failure of any submission prepared with or using the Services.
In the event of any direct conflict, the provisions of this Agreement prevail, followed by the Terms of Use, then the Privacy Policy.
2. Scope of Licence
Subject to your ongoing compliance with this Agreement, ITI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for your internal business purposes (drafting, reviewing, and filing tenders, bids, grant applications, or similar submissions). All rights not expressly granted are reserved by ITI.
3. Account Registration & Responsibility
Accurate Information — You must provide true, current, and complete information during sign-up and keep it updated.
Security — You are solely responsible for maintaining the confidentiality of your credentials and for all activities under your account.
Notification — You will promptly notify ITI of any unauthorised access, security incident, or breach.
4. User Obligations
You agree to:
comply with all applicable laws, regulations, and procurement rules;
review and verify all AI-generated or template content before relying on it;
obtain, maintain, and pay for all necessary hardware, software, networking, and Internet connectivity;
refrain from any conduct prohibited under Section 5 (Acceptable Use) of the Terms of Use.
5. Fees & Payment
Subscription fees, billing cycles, and taxes are set out in the applicable Order Form or plan selection.
Amounts are due in full, without set-off or deduction, on the date specified on your invoice or billing interface.
Late or failed payments may incur interest (1.5 % per month, 18 % per annum) and may lead to suspension.
6. Intellectual Property & Feedback
User Content — remains yours; see Section 6 of the Terms of Use for licence to ITI.
ITI IP — the Services, software, designs, trade-marks, and all derivative works remain ITI's exclusive property.
Feedback — If you submit suggestions or ideas, you grant ITI a perpetual, irrevocable, royalty-free right to use, modify, and incorporate them without any obligation or compensation.
7. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." ITI DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA OR OUTPUT. NO ORAL OR WRITTEN INFORMATION PROVIDED BY ITI CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
8. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
Indirect Damages — ITI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, OR LOSS OF DATA, ARISING FROM OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT.
Aggregate Cap — ITI'S TOTAL CUMULATIVE LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO ITI FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Essential Purpose — The limitations above are fundamental elements of the bargain; the Services would not be provided absent such limitations.
9. Indemnification by User
You will defend, indemnify, and hold harmless ITI, its affiliates, and their respective directors, officers, employees, and agents from any claim, demand, suit, or proceeding, and all related liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:
(a) your breach of this Agreement, the Terms of Use, or any applicable law;
(b) your User Content; or
(c) any submission, tender, proposal, or document you prepare or file using the Services, and any outcome thereof.
10. Term & Termination
Trigger Effect
By User Cancel in the account portal; termination effective at end of current paid term.
By ITI for Breach or Risk Immediate suspension or termination with or without notice if you materially breach this Agreement or pose security/compliance risk.
By ITI for Convenience Thirty (30) days' written notice, with pro-rated refund of prepaid fees beyond the termination date.
Upon termination, your licence ends and you must cease all use of the Services. Sections 6–9, 11–14 survive.
11. Governing Law & Venue
This Agreement is governed by the laws of the Yukon Territory, Canada, and the federal laws of Canada applicable therein. Exclusive jurisdiction and venue reside in the Supreme Court of Yukon (Whitehorse registry). The parties waive all objections to venue and personal jurisdiction.
12. Dispute Resolution Procedure
Before initiating litigation, a party must provide written notice of the dispute and engage in good-faith negotiations for thirty (30) days. Either party may then pursue court remedies. Nothing prevents either party from seeking injunctive relief at any time.
13. Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, terrorism, civil unrest, labour disputes, or Internet outages.
14. Miscellaneous
Entire Agreement — This Agreement (including incorporated documents) constitutes the full understanding, superseding all prior agreements.
Severability — If any provision is unenforceable, the remaining provisions remain in effect.
Waiver — Failure to enforce any right is not a waiver of future enforcement.
Assignment — You may not assign this Agreement without ITI's prior written consent. ITI may assign in connection with a merger, acquisition, or sale of substantially all assets.
Headings — Section headings are for reference only and have no legal effect.
Notices — Formal notices must be in writing and deemed delivered when (i) confirmed email to legal@intelligenttenders.com, (ii) personal delivery, or (iii) three business days after mailing to the address on file.