Terms of Service

1. Definitions and Interpretation

In these Terms of Service, unless the context requires otherwise:

• "TSP Digital (Pty) Ltd", "we", "us", "our" refers to TSP Digital (Pty) Ltd (registration number 2013/198107/07), the company that owns and operates BidReady, receives subscription payments, and is the party to this agreement, operating in the Republic of South Africa
• "BidReady" refers to the BidReady product and service, built and owned by TSP Digital (Pty) Ltd
• "Service" refers to the BidReady platform, including the website, application, AI analysis tools, and all related services
• "User", "you", "your" refers to any person or entity accessing or using the Service
• "Account" means your registered user account on the Service
• "Content" means any documents, text, information, or data uploaded or generated through the Service
• "AI Analysis" means the automated processing of documents using artificial intelligence technology
• "Subscription" means a paid plan providing access to premium features

2. Acceptance of Terms and Agreement Formation

By accessing, browsing, or using BidReady, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.

If you do not agree to these terms, you must not use the Service.

This agreement is formed in accordance with the Electronic Communications and Transactions Act 25 of 2002 (ECTA) of South Africa. Your electronic acceptance (by clicking "I Agree" or using the Service) constitutes a valid and binding agreement.

2.1 Capacity and Authority

• You represent that you are at least 18 years old and have the legal capacity to enter into this agreement
• If registering on behalf of a company or organization, you represent that you have authority to bind that entity to these terms
• You confirm that all information provided during registration is accurate and complete

3. Description of Service

BidReady is a Software-as-a-Service (SaaS) platform that:

• Analyzes tender documents (PDFs and Word documents) using artificial intelligence
• Extracts requirements, deadlines, mandatory documents, and eligibility criteria
• Generates readiness scores and go/no-go recommendations
• Creates submission checklists in PDF and Excel formats
• Provides document storage (temporary, with automatic deletion after 90 days)
• Offers analysis history and document management features

Important Notice: The Service uses AI technology which has inherent limitations. All AI-generated content should be verified against original documents. See Section 6 and our AI Disclaimer for full details.

4. User Accounts and Security

4.1 Account Registration

To access certain features, you must create an Account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Not impersonate any person or entity or misrepresent your affiliation
• Not create an account if you have been previously banned from the Service

4.2 Account Security

• You are responsible for maintaining the confidentiality of your password
• You are responsible for all activities that occur under your Account
• You must notify us immediately of any unauthorized use: security@bidready.co.za
• We are not liable for any loss or damage from unauthorized use of your Account
• You must not share your account credentials with third parties

4.3 Account Suspension and Termination

We reserve the right to suspend or terminate your Account:

• If you breach these Terms
• If we detect fraudulent or suspicious activity
• If required by law or regulatory authorities
• If your payment fails or subscription expires
• At our sole discretion, with or without notice

5. Subscription Plans, Pricing, and Payment Terms

5.1 Available Plans

BidReady offers the following subscription tiers:

• Free Plan: 1 tender analysis (lifetime), basic compliance check
• Starter Plan: R299/month, 10 tenders per month, full compliance checklist, PDF report
• Pro Plan: R799/month, 20 tenders per month, all Starter features plus Live Evidence View, risk summary, Excel export, calendar, alerts, lead pipeline, and priority processing

Current pricing is available at /pricing. All prices are in South African Rand (ZAR) and include VAT where applicable.

5.2 Payment Processing

• Payments are processed securely through Paystack, a PCI-DSS compliant payment processor
• We do not store your full credit card details on our servers
• You authorize us to charge your payment method for applicable fees
• All fees are non-refundable except as required by law or stated in Section 5.5

5.3 Automatic Renewal

Paid subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription fee. We will provide notice of price increases at least 30 days in advance.

5.4 Cancellation

Cancel anytime. Your plan remains active until the end of the billing period.

• You may cancel your subscription at any time through your account settings
• Cancellation takes effect at the end of the current billing period
• You will retain access to paid features until the end of the billing period

5.5 Refund Policy

Due to the nature of instant digital analysis, refunds are not offered once a report is generated.

For refund requests in other circumstances, email support@bidready.co.za with your account details and reason. Approved refunds are processed within 14 business days.

Nothing in this refund policy excludes your statutory rights under the Consumer Protection Act 68 of 2008 (CPA), including where applicable the right to approach the National Consumer Commission or the Consumer Goods and Services Ombud.

5.6 Price Changes

We reserve the right to change subscription prices at any time. We will provide at least 30 days' notice via email before any price increase takes effect. Continued use after the notice period constitutes acceptance of the new pricing.

6. AI-Generated Content and Disclaimers

6.1 Nature of AI Service

You acknowledge and agree that:

• BidReady uses OpenAI's language models to analyze tender documents
• AI technology has inherent limitations and cannot guarantee 100% accuracy
• Extracted information, deadlines, requirements, and recommendations are generated automatically
• Analysis results are provided for informational purposes only
• BidReady does NOT provide legal, financial, or professional advice

6.2 Your Responsibilities

You are solely responsible for:

• Verifying all AI-generated content against original tender documents
• Confirming deadlines, requirements, eligibility criteria, and submission methods
• Ensuring compliance with all tender requirements
• Making final decisions regarding tender submissions
• Seeking professional legal or business advice when needed

6.3 No Warranty on AI Accuracy

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING:

• The accuracy, completeness, or reliability of AI-generated content
• The suitability of analysis results for your specific needs
• The success of tender submissions based on our analysis
• The absence of errors or omissions in extracted information

For comprehensive details, see our AI Disclaimer.

7. User Content and Intellectual Property Rights

7.1 Your Content Ownership

You retain all intellectual property rights in documents and content you upload to BidReady. We do not claim ownership of your tender documents, business information, or other uploaded materials.

7.2 License Grant to BidReady

By uploading content, you grant BidReady a limited, non-exclusive, worldwide license to:

• Process and analyze your documents using AI technology
• Store your documents temporarily (automatically deleted after 90 days)
• Generate analysis results, checklists, and reports for your use
• Display your content within your Account interface

Important: This license terminates when you delete content or close your Account, except for:

• Content shared with others before deletion
• Backup copies retained for disaster recovery (deleted within 30 days)
• Aggregated, anonymized data used for service improvement (no personal identification)

7.3 Your Representations and Warranties

You represent and warrant that:

• You own or have necessary rights to upload all content
• Your content does not violate any third-party intellectual property rights
• Your content does not contain confidential information you're not authorized to share
• Your content complies with all applicable laws and regulations

7.4 BidReady's Intellectual Property

All intellectual property rights in the Service, including software, algorithms, design, branding, and generated analysis methodologies, belong to BidReady. You may not:

• Copy, modify, or reverse engineer any part of the Service
• Remove or modify any proprietary notices
• Use our trademarks or branding without written permission
• Create derivative works based on the Service

8. Acceptable Use Policy and Prohibited Conduct

You agree NOT to use BidReady to:

8.1 Illegal Activities

• Violate any South African or international laws or regulations
• Facilitate fraud, corruption, or tender rigging
• Upload documents containing illegal content
• Infringe third-party intellectual property rights

8.2 Security Violations

• Attempt to hack, breach, or bypass security measures
• Upload viruses, malware, or malicious code
• Attempt to gain unauthorized access to other users' accounts
• Interfere with or disrupt the Service or servers
• Conduct penetration testing without written authorization

8.3 Abuse and Misuse

• Share your account credentials with others
• Create multiple accounts to circumvent usage limits
• Scrape, crawl, or automatically extract data
• Use the Service to compete with BidReady
• Resell or redistribute access to the Service without authorization
• Submit excessive requests that burden our infrastructure

8.4 Consequences of Violation

Violation of these terms may result in:

• Immediate suspension or termination of your Account
• Forfeiture of any paid fees (no refund)
• Legal action and prosecution
• Referral to appropriate authorities

9. Limitation of Liability and Indemnification

9.1 Service Provided "As Is"

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability or fitness for a particular purpose
• Warranties of accuracy, reliability, or completeness
• Warranties of uninterrupted or error-free operation
• Warranties regarding third-party content or services

9.2 Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY SOUTH AFRICAN LAW, BIDREADY SHALL NOT BE LIABLE FOR:

• Indirect, Consequential, or Incidental Damages: Including lost profits, business opportunities, revenue, data, or goodwill
• Tender Failures: Missed deadlines, disqualifications, or unsuccessful submissions
• AI Errors: Inaccurate analysis, incorrect extraction, or missed requirements
• Third-Party Actions: Actions of payment processors, AI providers, or hosting services
• Service Interruptions: Downtime, maintenance, or technical issues
• Data Loss: Loss of uploaded documents or analysis results (you should maintain backups)
• Security Breaches: Unauthorized access despite our security measures (subject to Section 9.4)

9.3 Liability Cap

In any event, BidReady's total cumulative liability to you for all claims shall not exceed the greater of:

• The amount you paid to BidReady in the 12 months preceding the claim, OR
• R1,000 (One Thousand South African Rand)

9.4 Consumer Protection Act Rights

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded under South African law
• Your statutory rights under the Consumer Protection Act 68 of 2008

9.5 Your Indemnification

You agree to indemnify, defend, and hold harmless BidReady, its officers, employees, and agents from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:

• Your violation of these Terms
• Your violation of any law or third-party rights
• Your uploaded content or use of the Service
• Your negligence or willful misconduct
• Disputes between you and third parties

10. Service Availability and Modifications

10.1 Service Changes

We reserve the right to:

• Modify, suspend, or discontinue any feature or functionality
• Add or remove features without notice
• Perform scheduled and emergency maintenance
• Update our technology stack, AI models, or infrastructure

10.2 No Guaranteed Uptime

While we strive for high availability, we do not guarantee uninterrupted access. The Service may be unavailable due to:

• Scheduled maintenance (we'll provide advance notice when possible)
• Emergency maintenance or security updates
• Third-party service failures (hosting, AI providers, payment processors)
• Force majeure events (see Section 13)

11. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of personal information is governed by our Privacy Policy, which complies with:

• Protection of Personal Information Act 4 of 2013 (POPIA)
• Electronic Communications and Transactions Act 25 of 2002 (ECTA)
• Consumer Protection Act 68 of 2008 (CPA)

By using BidReady, you consent to our Privacy Policy. For detailed information about data processing, storage, retention, and your rights, please review our full Privacy Policy and POPIA Compliance Statement.

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law principles.

12.2 Jurisdiction

You irrevocably submit to the non-exclusive jurisdiction of the courts of the Republic of South Africa for any disputes arising from these Terms or your use of the Service.

12.3 Dispute Resolution Process

Before pursuing legal action, we encourage the following resolution process:

1. Informal Resolution: Contact support@bidready.co.za to attempt good-faith resolution
2. Formal Complaint: If unresolved, submit a formal written complaint to legal@bidready.co.za
3. Mediation: Consider mediation through an accredited South African mediator
4. Legal Action: If all else fails, pursue appropriate legal remedies

12.4 Consumer Protection Remedies

Nothing in these Terms prevents you from exercising your rights under the Consumer Protection Act, including lodging complaints with the National Consumer Commission or the Consumer Goods and Services Ombud.

13. Force Majeure

BidReady shall not be liable for any failure or delay in performing its obligations due to events beyond our reasonable control, including:

• Acts of God (natural disasters, pandemics, extreme weather)
• War, terrorism, civil unrest, or government action
• Strikes, labor disputes, or supply chain failures
• Internet service provider failures or telecommunications outages
• Third-party service failures (AWS, Supabase, OpenAI, Paystack outages)
• Cyber attacks, DDoS attacks, or hacking attempts

During force majeure events, our obligations will be suspended. If the event continues for more than 30 days, either party may terminate the agreement with written notice.

14. Termination

14.1 Your Right to Terminate

You may terminate your Account at any time by:

• Canceling your subscription through account settings
• Contacting support@bidready.co.za to request account deletion

14.2 Our Right to Terminate

We may suspend or terminate your Account immediately if:

• You breach these Terms
• Your payment fails repeatedly
• We detect fraudulent or illegal activity
• Required by law or regulatory authorities
• We discontinue the Service (30 days' notice provided)

14.3 Effect of Termination

Upon termination:

• Your right to use the Service immediately ceases
• We will delete your account data within 30 days (see Privacy Policy for details)
• Uploaded documents will be permanently deleted
• You may export your data before termination (see account settings)
• No refunds will be provided for partial billing periods (except as required by law)
• Sections 6, 7, 9, 11, and 12 survive termination

15. Changes to These Terms

We may update these Terms from time to time to reflect:

• Changes to the Service or new features
• Legal or regulatory requirements
• Security or operational improvements
• Business model changes

15.1 Notification Process

When we make material changes, we will:

• Update the "Last updated" date at the top
• Notify you via email or prominent in-app notice
• Provide at least 30 days' notice before changes take effect
• Highlight significant changes in the notification

15.2 Acceptance of Changes

By continuing to use the Service after changes take effect, you accept the updated Terms. If you do not agree with the changes, you must stop using the Service and may cancel your subscription within the notice period for a pro-rata refund (for material changes that substantially affect your rights).

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, POPIA Compliance Statement, and AI Disclaimer, constitute the entire agreement between you and BidReady and supersede all prior agreements, communications, and understandings.

16.2 Severability

If any provision is found unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.

16.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations to any successor entity (e.g., in a merger or acquisition).

16.5 No Agency

No agency, partnership, joint venture, or employment relationship is created between you and BidReady.

16.6 Third-Party Services

The Service integrates with third-party services (OpenAI, Paystack, Supabase). Your use of these services is subject to their respective terms. We are not responsible for third-party services.

16.7 Electronic Communications

You consent to receive electronic communications from us, including emails, in-app notifications, and dashboard messages. These communications satisfy legal requirements for written notice.

17. Contact Information and Support

For questions, concerns, or support regarding these Terms or the Service: