Legal · SaaS Subscription Agreement
Effective Date: 1 July 2026 · Last Updated: 10 August 2026
These Digital Product Terms (“Terms”) constitute a binding SaaS subscription agreement governing access to and use of the ProcureHQ Tender Evaluator platform (the “Platform”) made available by ProcureHQ Pty Ltd (ABN 34 692 155 481) of 117 Old Pittwater Road, Brookvale NSW 2100 (“ProcureHQ”, “Company”, “we”, “us”, or “our”). By creating an account, subscribing to a Plan, or otherwise accessing the Platform, the Organisation on whose behalf the account is created (“Customer”, “you”, or “your”) agrees to be bound by these Terms, together with the Website Terms of Use and Privacy Policy, each incorporated by reference.
If there is any inconsistency between these Terms and the Website Terms of Use as they relate to use of the Platform, these Terms prevail to the extent of the inconsistency.
1.1 In these Terms, unless the context otherwise requires, the following definitions apply.
1.1.1 “ACL” means the Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), including all regulations and amendments made under it from time to time.
1.1.2 “Applicable Law” means all laws, regulations, codes, standards, and orders applicable to a party or to the Platform, including the Privacy Act 1988 (Cth), the Spam Act 2003 (Cth), the ACL, and the Copyright Act 1968 (Cth), as amended from time to time.
1.1.4 “Brief Lock” means the state of a Tender once the Initial Evaluation for that Tender has been run, at which point the associated Tender Data is cryptographically fingerprinted (SHA-256) and locked against substitution, as described in Clause 6.
1.1.5 “Business Day” means a day (other than a Saturday, Sunday, or gazetted public holiday) on which banks are open for ordinary business in New South Wales, Australia.
1.1.6 “Company IP” means all Intellectual Property Rights owned or licensed by the Company, including the Platform, its software and architecture, the Decision Signal Engine and all other Evaluation Intelligence, templates, and prompts, and all derivative works of any of the foregoing.
1.1.7 “Customer Data” means all data submitted to, or generated for, the Customer through the Platform, including account and profile information, Tender Data, and Evaluation Output. Customer Data does not include the Smart Submission Blueprint or any structures, headings, section architecture or content derived from the Company’s proprietary internal libraries and reference materials, which are Company IP and are licensed under Clause 12.3.
1.1.8 “Decision Signal Engine” means ProcureHQ’s proprietary, server-side scoring and evaluation methodology, including its reasoning framework, weighting logic, prompt architecture, benchmark methodology, and report generation logic.
1.1.9 “Evaluation Intelligence” means collectively, the Decision Signal Engine, Evaluation Output methodology, scoring methodology, reasoning framework, weighting logic, prompt architecture, benchmark methodology, and report generation logic developed and owned by the Company.
1.1.10 “Evaluation Output” means the scores, indicators, summaries, findings, and reports generated by the Platform in response to a Customer’s Tender Data, including the Overall Tender Score, Criterion Scores, Traffic Light Indicators, Executive Summary, and Committee Findings applicable to the Customer’s Plan.
1.1.11 “Founding Member Pricing” means the promotional launch pricing for the ProcureHQ Unlimited Plan described in Clause 5.6, available to the first 100 Organisations that take out a paid Subscription. For Legacy Plans, “Founding Member Discount” means the promotional lifetime discount previously offered under Clause 5.6 (being 30% for the Professional Plan and 35% for the Premium Plan), which is closed to new Organisations and continues to apply only to Organisations that already hold it, in accordance with Clause 5.6A.
1.1.11A “Legacy Plan” means the Professional Plan, the Premium Plan or the Single Evaluation product, each of which is closed to new purchase and is preserved in these Terms solely to govern Organisations that already hold them.
1.1.12 “Initial Evaluation” means the first evaluation run by a Customer for a given Tender following Brief Lock. The Initial Evaluation consumes one Tender Evaluation entitlement under the Customer’s Plan and does not consume a Re-Run Evaluation.
1.1.13 “Intellectual Property Rights” means all present and future rights in respect of copyright, trade marks, service marks, designs, patents, trade secrets, confidential know-how, and all other intellectual or industrial property rights of any kind, whether registered or unregistered, in any jurisdiction.
1.1.14 “Organisation” means the business entity created on sign-up that owns the Subscription and is the Customer under these Terms.
1.1.15 “Personal Information” has the meaning given to it in the Privacy Act 1988 (Cth).
1.1.16 “Plan” means the subscription tier selected by the Customer, as described in Clause 5. The Plans available for purchase are the Free Plan and the ProcureHQ Unlimited Plan. The Professional Plan, the Premium Plan and the First Tender product are Legacy Plans and remain in these Terms only to govern Organisations that already hold them. Where these Terms apply a provision to a Plan, that provision applies equally to the Legacy First Tender product (Clause 5.10), to the Legacy Single Evaluation product (Clause 5.10A) and to a Re-Score (Clause 5.14) except where expressly stated otherwise.
1.1.17 “Platform” means the ProcureHQ online SaaS Procurement Evaluation Intelligence Platform (ProcureHQ Tender Evaluator), including the Tender Evaluator, the Smart Submission Blueprint, and any additional modules the Company makes generally available from time to time, in each case as applicable to the Customer’s Plan and as actually released by the Company.
1.1.18 “Privacy Act” means the Privacy Act 1988 (Cth), including the Australian Privacy Principles.
1.1.19 “Privacy Policy” means the Company’s Privacy Policy as published on the Website from time to time, incorporated into these Terms by reference.
1.1.20 “Re-Run Evaluation” means a subsequent evaluation run by a Customer against the same, already Brief-Locked, Tender following the Initial Evaluation, consuming from the Re-Run Evaluation allowance applicable to the Customer’s Plan for that Tender.
1.1.20A “First Tender” means the one-off product described in Clause 5.10, marketed as “First Tender”. First Tender was closed to new purchase on 11 August 2026 and is a Legacy Plan. It remains fully binding in respect of every First Tender purchased before that date.
1.1.20A-1 “Single Evaluation” means the legacy one-off product described in Clause 5.10A, previously marketed as “Single”. The Single Evaluation is closed to new purchase; references to it govern existing purchases only.
1.1.20B “Smart Submission Blueprint” means the structured response plan generated by the Platform for a Tender, comprising the response architecture, section and sub-section structure, headings, and associated drafting guidance, in each case generated by the Company’s Evaluation Intelligence and derived in whole or in part from the Company’s proprietary internal libraries and reference materials. The Smart Submission Blueprint is Company IP and is licensed to the Customer under Clause 12.3. It is not Evaluation Output.
1.1.21 “Subscription” means the Customer’s subscription to a Plan, commencing on the date the Customer’s account is activated (for the Free Plan) or on payment of the applicable Licence Fee (for the ProcureHQ Unlimited Plan and for any Legacy Plan still held), and continuing in accordance with Clause 5.
1.1.22 “Subscription Term” means the period for which a Subscription is current, being the billing period selected at checkout (one (1) month, three (3) months or twelve (12) months) from the applicable commencement or renewal date for the ProcureHQ Unlimited Plan, twelve (12) months from the applicable commencement or renewal date for a Legacy Plan, and ongoing (subject to these Terms) for the Free Plan.
1.1.23 “Tender” means a formal competitive procurement process conducted by a government agency, authority, or private entity seeking proposals or responses from organisations, including any Request for Tender, Request for Proposal, Expression of Interest, or similar procurement instrument.
1.1.24 “Tender Data” means all Request for Tender documentation, specifications, conditions, evaluation criteria, and draft or final respondent submission content uploaded by the Customer to the Platform, together with all text, criteria, and data extracted from that content by the Platform.
1.1.25 “Tender Evaluation” means an evaluation product covering a single Tender, comprising an Initial Evaluation and any Re-Run Evaluations run against that Tender, and consuming one Tender Evaluation entitlement under the Customer’s Plan.
1.1.26 “Website” means the website located at procurehq.com.au.
1.2 Capitalised terms used but not defined in these Terms have the meaning given to them in the Website Terms of Use or the Privacy Policy, as applicable.
2.1 The Customer is the Organisation created on sign-up, not the individual user personally. The individual user who creates the account represents and warrants that they are at least 18 years of age and are authorised to bind the Organisation to these Terms.
2.2 The Platform is offered to business users only. It is not intended for use by consumers acting in a personal, domestic, or household capacity.
2.3 By creating an account, selecting a Plan, or clicking to accept these Terms, the Customer agrees to be bound by these Terms. Acceptance of these Terms is also required as a condition of first paid checkout for the ProcureHQ Unlimited Plan and of purchase of a Re-Score under Clause 5.14.
3.1 Subject to these Terms and payment of any applicable Licence Fee, the Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Term for the Customer’s internal business purposes, in accordance with the features and usage limits of the Customer’s Plan.
3.2 No right, title, or interest in the Platform, the Company IP, or the Evaluation Intelligence is transferred to the Customer under these Terms.
4.1 Each Organisation currently supports a single user account. Multi-user team access is planned as a future feature and, once released, will be subject to additional terms published by the Company.
4.2 The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account, whether or not authorised by the Customer.
4.3 The Customer must notify the Company promptly at security@procurehq.com.au of any known or suspected unauthorised use of its account.
5.0A Current offers and legacy arrangements. The plans and products available for purchase are the Free Plan (Clause 5.1.1), the ProcureHQ Unlimited Plan (Clause 5.1.2) and the standalone Re-Score (Clause 5.14). The Professional Plan, the Premium Plan, the First Tender product (closed to new purchase on 11 August 2026) and the Single Evaluation product are Legacy Plans: they are closed to new purchase and are preserved in these Terms solely to govern Organisations that already hold them. Nothing in this Clause 5.0A reduces, cancels or otherwise affects the contractual entitlements of an Organisation holding a Legacy Plan, which continue in accordance with the clauses expressly marked as legacy provisions. Where a clause is marked “(Legacy)”, it applies only to those Organisations.
5.1 The Company offers the following Plans, the features of which are current as at the date these Terms were last updated and may be updated from time to time in accordance with Clause 5.9:
5.1.1 Free Plan — no charge. Includes one (1) Tender Evaluation for a single Tender, comprising an Initial Evaluation only, with no Re-Run Evaluations, and is subject to the fourteen (14) day free window in Clause 5.1.1B.
The Free Plan includes the complete Evaluation Output for that Tender, being: the Overall Tender Score and Potential Score; Criterion Scores; criterion-level Traffic Light Indicators; Assessment Confidence; Full Committee Findings and Commentary; Strengths, Weaknesses and Missing Evidence Analysis; Cited Evidence; Recommended Response Improvements; the Evaluation Score Recovery Plan; and a Branded PDF Report. It also includes the Smart Submission Blueprint for that Tender, which the Customer may generate and regenerate without a numeric limit, subject to Clause 5.12 (Fair Use).
The Free Plan is limited to one (1) Tender Evaluation per Organisation, once only. It does not renew or reset, and no further Tender Evaluation or Re-Run Evaluation is available on the Free Plan.
5.1.1A Free Plan input lock. On the Free Plan, the Tender Data for a Tender — including the RFT and related documents and the confirmed evaluation criteria — locks when the Initial Evaluation is run for that Tender. After that point the Customer may not add, replace, amend or delete those documents or criteria for that Tender while on the Free Plan.
This restriction is removed on activation of a paid Subscription or, for purchases made before those products were closed to new purchase, on a First Tender credit bound to that Tender under Clause 5.10 or a Single Evaluation bound to that Tender under Clause 5.10A. The Customer may continue to access, view and download the Evaluation Output and the Smart Submission Blueprint for that Tender at all times.
5.1.1B Free Plan fourteen (14) day window. The Free Plan entitlement is available for fourteen (14) days, commencing on the date the Organisation first uploads a document to the Platform. At the end of that period the Free Plan entitlement ends and no further Tender Evaluation, Re-Run Evaluation or Smart Submission Blueprint generation is available on the Free Plan. The Customer continues to have access to, and may view and download, Evaluation Output and Smart Submission Blueprints already generated for it, subject to Clauses 15.3 and 16. The Customer may continue using the Platform at any time by taking out a ProcureHQ Unlimited Subscription under Clause 5.1.2.
5.1.2 ProcureHQ Unlimited Plan — a paid Subscription billed, at the Customer’s election at checkout, monthly, quarterly or annually, in each case exclusive of GST and at the price displayed at checkout. Under Founding Member Pricing (Clause 5.6) the launch prices are AU$249 per month, AU$649 per quarter, or AU$1,990 per year. The standard prices are AU$369 per month, AU$959 per quarter, or AU$2,940 per year. The ProcureHQ Unlimited Plan includes unlimited Tender Evaluations and unlimited Re-Run Evaluations per Tender, in each case subject to Clause 5.12 (Fair Use); a Smart Submission Blueprint for each Tender, which may be generated and regenerated without a numeric limit subject to Clause 5.12 (Fair Use); Full Committee Findings; Committee Comments and Recommended Response Improvements; Strengths, Weaknesses and Missing Evidence Analysis; Confidence Drivers and Confidence Killers; Detailed Evidence Gap Analysis; and a Branded PDF Report for every evaluation. Amendment of Tender Data and confirmed evaluation criteria is permitted for any Tender while the Subscription is active; the Free Plan input lock in Clause 5.1.1A does not apply.
5.1.2A No minimum term (monthly billing). Monthly subscriptions are billed monthly in advance and have no minimum subscription term. The Customer may cancel at any time. Cancellation takes effect at the end of the then-current paid monthly billing period, after which the subscription will not renew. Access to the applicable paid features continues until the end of that paid billing period. No minimum term applies to quarterly or annual billing.
5.1.2B Modules not yet released. The Company is developing further modules, which may include Personalised Live Opportunities, the Tender Intelligence Framework and a High-Scoring Templates Library. These modules are not currently released and do not form part of any Plan entitlement. They will be made available to active ProcureHQ Unlimited subscribers at no additional charge as and when the Company releases them generally. No fee is charged, and no representation is made, in respect of any module before its general release.
5.1.3 Legacy Plans — Professional and Premium (Legacy). The Professional Plan and the Premium Plan are closed to new purchase. An Organisation that held an active Professional or Premium Subscription immediately before those Plans were closed retains that Subscription and all of its entitlements on the terms on which it was purchased, and those entitlements continue for so long as the Subscription remains active and is renewed without lapse. Nothing in this Clause 5.1.3 permits the Company to reduce or withdraw those entitlements by reason only of the Plan being retired from sale; Clause 5.9 continues to apply to any change.
5.1.3L1 Professional Plan (Legacy). AU$2,999 per year, exclusive of GST (subject to any Founding Member Discount held under Clause 5.6A). Includes up to three (3) Tender Evaluations per Subscription Year, each with unlimited Re-Run Evaluations for that Tender subject to Clause 5.12 (Fair Use); a Smart Submission Blueprint for each such Tender, which may be generated and regenerated without a numeric limit subject to Clause 5.12 (Fair Use); Full Committee Findings; Committee Comments and Recommended Response Improvements; Strengths, Weaknesses and Missing Evidence Analysis; Confidence Drivers and Confidence Killers; Detailed Evidence Gap Analysis; and a Branded PDF Report for every evaluation.
5.1.3L2 Premium Plan (Legacy). AU$4,500 per year, exclusive of GST (subject to any Founding Member Discount held under Clause 5.6A). Includes unlimited Tender Evaluations and unlimited Re-Run Evaluations per Tender, in each case subject to Clause 5.12 (Fair Use); everything included in the Professional Plan (Legacy); multi-client use under Clause 5.13; and priority support.
5.1.3L3 An Organisation holding a Legacy Plan may move to the ProcureHQ Unlimited Plan at any time in accordance with Clause 5.4. Once a Legacy Plan Subscription is cancelled or lapses, it cannot be repurchased or reinstated, and the Organisation may subscribe only to a Plan then available for purchase.
5.2 The Initial Evaluation for a Tender does not consume a Re-Run Evaluation. Re-Run Evaluations apply only to subsequent evaluations of the same, already Brief-Locked, Tender and are consumed from the Re-Run Evaluation allowance applicable to the Customer’s Plan for that Tender. Re-Run Evaluation allowances do not carry over between Tenders.
5.3 Fees for the ProcureHQ Unlimited Plan are billed in advance for the selected billing period (monthly, quarterly or annually), and fees for any Legacy Plan continue to be billed annually in advance, in each case in Australian dollars via Stripe. Prices displayed on the Website are exclusive of GST; GST is calculated and added at checkout for Australian customers using Stripe Automatic Tax. The Customer may provide an ABN at checkout for tax-inclusive invoicing. Tax invoices are issued by Stripe on the Company’s behalf and are accessible in-app under Settings → Billing.
5.4 Upgrades and Downgrades. The Customer may upgrade its Plan at any time via the Stripe Customer Portal, with the upgraded Plan taking effect immediately and any additional fee for the remainder of the Subscription Term prorated and charged by Stripe. The Customer may downgrade its Plan at any time via the Stripe Customer Portal; a downgrade takes effect from the next renewal date, and the Customer retains access to its existing Plan features until that date. Downgrading does not entitle the Customer to any refund or credit for the current Subscription Term, except as required by the ACL.
5.5 Refunds. ProcureHQ does not offer refunds for change of mind, non-use, or dissatisfaction. Fees paid for Subscriptions, digital products, and downloaded content are non-refundable except (i) where a refund or other remedy is required by the ACL or other Applicable Law, or (ii) in the case of a Legacy First Tender or a Legacy Single Evaluation purchased before those products were closed to new purchase, where a refund is available under the Refund Guarantee in Clause 5.5A. No Refund Guarantee applies to the Free Plan, the ProcureHQ Unlimited Plan or a Re-Score. Subject to Clauses 5.5A and 5.11, the fee for a Legacy First Tender is non-refundable once the fourteen (14) day guarantee window in Clause 5.5A has ended. Nothing in this Clause 5.5 excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the ACL that cannot lawfully be excluded, restricted, or modified.
5.5A 14-Day Full Refund Guarantee.
5.5A.1 (Legacy — applies only to First Tender and Single Evaluation purchases made before those products were closed to new purchase.) If you purchased First Tender and are not satisfied for any reason, you may request a full refund of the purchase price within 14 days of the date of purchase. You do not need to give a reason, and the guarantee applies whether or not the evaluation has been run. This Clause 5.5A applies equally to a Legacy Single Evaluation purchased before that product was closed to new purchase.
5.5A.2 The guarantee is limited to one refund per organisation.
5.5A.3 (Legacy) For a Legacy Single Evaluation, the guarantee ends if you redeem the upgrade credit described in Clause 5.11 toward an annual plan. The upgrade credit and the refund guarantee are alternatives: redeeming one ends the other. If you request a refund, any unredeemed upgrade credit associated with the purchase is cancelled.
5.5A.4 On refund, your access to the evaluation report, its re-runs, and associated platform content for that purchase ends.
5.5A.5 Refunds are made to the original payment method within 10 business days and include any GST paid.
5.5A.6 This guarantee is in addition to, and does not limit, your rights under the Australian Consumer Law.
5.5A.7 (Legacy.) Where a Customer has purchased a Re-Score under Clause 5.14 and applied its credit toward First Tender, a refund under this Clause is the total amount actually paid for the credited Re-Score and First Tender, up to the price of First Tender. The fourteen (14) day period runs from the date of purchase of First Tender. Re-Scores purchased but not credited under Clause 5.14.5 are not refundable under this Clause and remain subject to Clause 5.14.
5.6 Founding Member Pricing. The Company offers promotional launch pricing for the ProcureHQ Unlimited Plan (AU$249 per month, AU$649 per quarter, or AU$1,990 per year, in each case exclusive of GST) to the first 100 Organisations that take out a paid Subscription.
5.6.1 Founding Member Pricing is tied to the Organisation’s account record and is not transferable to another Organisation.
5.6.2 Founding Member Pricing continues to apply, at the price for the billing period then selected, for so long as the Organisation maintains an active paid Subscription without a lapse, including across renewals and across a change of billing period.
5.6.3 Founding Member Pricing ceases to be available to new Organisations once the 100-Organisation cap is reached. The cap counts Organisations that have made a settled payment for a Subscription.
5.6.4 If the Organisation’s Subscription lapses, Founding Member Pricing ends and any subsequent Subscription is at the standard price then published, subject to Clause 5.6.5.
5.6.5 Reinstatement carve-out. Where a Subscription lapses solely because of a failed payment, an expired or replaced payment method, or another administrative or billing error, and the Organisation reinstates the Subscription within thirty (30) days of the lapse, Founding Member Pricing is reinstated as if no lapse had occurred. The Company may also reinstate Founding Member Pricing in any other case at its discretion.
5.6.6 Founding Member Pricing does not apply to a Re-Score, and did not apply to the Legacy First Tender product.
5.6A Founding Member Discount (Legacy). The Company previously offered a promotional lifetime discount of 30% (Professional Plan) or 35% (Premium Plan), applied via a Stripe coupon, to early Organisations. That discount is closed to new Organisations. It continues to apply to an Organisation that already holds it, on the same terms on which it was granted, for so long as the Organisation maintains an active paid Legacy Plan Subscription without a lapse. Where such an Organisation moves to the ProcureHQ Unlimited Plan, the legacy discount does not carry across; the Organisation is charged the ProcureHQ Unlimited price then applicable to it, and the Company will apply Founding Member Pricing under Clause 5.6 where the Organisation is otherwise eligible.
5.7 Auto-Renewal and Cancellation. Paid Subscriptions renew automatically at the end of each Subscription Term, being the selected billing period for the ProcureHQ Unlimited Plan and annually for a Legacy Plan, unless cancelled prior to the renewal date. For annual Subscriptions the Company will send a renewal reminder email at least thirty (30) days before the renewal date. The Customer may cancel its Subscription at any time via the Stripe Customer Portal. Cancellation prevents the next renewal only: the Customer retains full access to all subscribed features until the end of the then-current paid Subscription Term, access ends automatically on expiry of that term unless the Subscription is renewed, and cancellation does not entitle the Customer to any refund except as required by the ACL. For monthly Subscriptions, no minimum subscription term applies and cancellation takes effect at the end of the then-current paid monthly billing period in accordance with Clause 5.1.2A.
5.8 Failed Payments. If a renewal payment fails, the Company will allow a seven (7) day grace period and up to two (2) automated retry attempts (via Stripe Smart Retries) before suspending access to paid features. The Customer’s account and Customer Data are retained during this process, and the Customer may export Customer Data during any period of suspension for non-payment.
5.9 Price and Plan Changes. The Company may change Plan pricing or features on notice of not less than thirty (30) days, published on the Website and, for a material change affecting an active paid Subscription, notified to the Customer by email. A price change takes effect from the Customer’s next renewal following expiry of the notice period and does not apply to the remainder of a Subscription Term already paid for.
5.10 First Tender (One-Off Product) (Legacy). First Tender was closed to new purchase on 11 August 2026. This Clause continues to apply in full, and without reduction, to every First Tender purchased before that date, including the twelve (12) month access period. The Company offered a one-off evaluation product (“First Tender”) at AU$499, exclusive of GST, payable once via Stripe at the time of purchase. First Tender is not a Subscription, does not renew, and does not attract Founding Member Pricing. First Tender includes one (1) Tender Evaluation for a single Tender, comprising an Initial Evaluation and unlimited Re-Run Evaluations for that Tender, subject to Clause 5.12 (Fair Use), together with the Smart Submission Blueprint for that Tender and the full report features applicable to that Tender only. The First Tender credit is bound to the specific Tender nominated by the Customer at the time of binding. Once bound, the credit cannot be transferred, re-bound, or reallocated to any other Tender, and is consumed upon binding regardless of the outcome of the evaluation. First Tender removes the input lock described in Clause 5.1.1A for the bound Tender, and permits the Customer to amend the Tender Data and confirmed evaluation criteria for that Tender and to regenerate the Smart Submission Blueprint for it. This applies to the bound Tender only. The Customer may access, view, and download the Evaluation Output for First Tender through its account for twelve (12) months from the date of purchase, after which Clauses 15.3 and 16 apply as if a Subscription had expired on the last day of that period. Except where expressly stated otherwise, these Terms apply to First Tender as they apply to a paid Plan, other than Clause 5.7 (Auto-Renewal and Cancellation).
5.10A Single Evaluation (Legacy One-Off Product). The Single Evaluation product, offered at AU$999 exclusive of GST, is closed to new purchase. A Single Evaluation purchased before that closure continues to be governed by this Clause: it is not a Subscription and does not renew; it includes one (1) Tender Evaluation for a single Tender, comprising an Initial Evaluation and unlimited Re-Run Evaluations for that Tender subject to Clause 5.12 (Fair Use), with the report features of the Professional Plan (Legacy) applicable to that Tender only; the credit is bound to the nominated Tender and cannot be transferred, re-bound or reallocated; it removes the input lock in Clause 5.1.1A for the bound Tender and permits amendment of Tender Data and confirmed evaluation criteria and regeneration of the Smart Submission Blueprint for that Tender; and the Customer may access, view and download the Evaluation Output for twelve (12) months from the date of purchase, after which Clauses 15.3 and 16 apply as if a Subscription had expired on the last day of that period.
5.11 Single Evaluation Upgrade Credit (Legacy). This Clause applies only to a Legacy Single Evaluation purchased before that product was closed to new purchase. Where an Organisation purchased a Single Evaluation and, within fourteen (14) days of that purchase, took out an annual Professional or Premium Subscription, the Company applies a credit of AU$999 (the “Upgrade Credit”) against the first annual fee payable for that Subscription. The Upgrade Credit: (a) is limited to one per Organisation; (b) is applied after any Founding Member Discount applicable to the Organisation; (c) is not transferable, has no cash or refund value, and does not apply to renewal fees; and (d) is applied via Stripe at checkout or by way of invoice adjustment. Where the Upgrade Credit is applied, the Single Evaluation already delivered remains subject to Clause 5.10A and its fee is not refunded; the credit operates solely as a reduction of the first annual fee for the new Subscription. The Upgrade Credit and the Refund Guarantee in Clause 5.5A are alternatives: if the Upgrade Credit is redeemed, the refund guarantee in Clause 5.5A ceases to apply from the date of redemption; if a refund is issued under Clause 5.5A, any unredeemed Upgrade Credit associated with that purchase is cancelled. No Upgrade Credit is offered in connection with First Tender.
5.12 Fair Use.
5.12.1 References in these Terms to “unlimited” Re-Run Evaluations (First Tender and the ProcureHQ Unlimited Plan, and, for Legacy Plans, the Single Evaluation product and the Professional and Premium Plans), “unlimited” Tender Evaluations (the ProcureHQ Unlimited Plan and, for Legacy Plans, the Premium Plan), generation and regeneration of the Smart Submission Blueprint on any Plan, and the multi-client entitlement in Clause 5.13, are in each case subject to fair, non-abusive use consistent with ordinary business bid-team workloads.
5.12.2 Re-Run and Tender Evaluation fair use. The Company may treat as non-fair use any pattern of use that, acting reasonably, indicates automated, industrial-scale, or non-business use, including without limitation: (a) sustained rates of Re-Run Evaluations against a single Tender materially in excess of what a bid team would run to iterate a submission (indicative threshold: more than twenty-five (25) Re-Run Evaluations against the same Tender within a rolling seven (7) day window); (b) creation of Tenders using substantially duplicative or synthetic Tender Data for the purpose of extracting Evaluation Output at scale; or (c) any conduct falling within Clause 6.3 or Clause 11.
5.12.3 Multi-client fair use. The multi-client entitlement in Clause 5.13 is intended to accommodate ordinary bid-consultancy workloads. Without limitation, the Company may treat as non-fair use: (a) use on behalf of more than the number of distinct client organisations permitted by Clause 5.13; (b) operation of the Platform as a bureau, resale, white-label, or shared-access service, including the provision of account credentials to any End Client or other third party; or (c) any pattern of client-organisation churn that, acting reasonably, indicates the entitlement is being used to circumvent the Clause 5.13 cap.
5.12.4 Remedies. Where the Company reasonably determines that a Customer’s use is non-fair, it may, on notice: (a) throttle or temporarily suspend further Re-Run Evaluations, Tender Evaluations, or multi-client use against the affected Tender, End Client, or Subscription; (b) require the Customer to move to a plan or pricing consistent with the observed usage, or to enter a separate written arrangement under Clause 5.13; or (c) treat sustained non-fair use as a material breach for the purposes of Clause 15.
5.12.5 This Clause 5.12 does not apply to, and does not limit, the numeric Free Plan entitlements (one Tender Evaluation, no Re-Run Evaluations), which are stated as numeric limits and enforced as such, or the fourteen (14) day window in Clause 5.1.1B. It does apply to Smart Submission Blueprint generation and regeneration on the Free Plan, to the unlimited Tender Evaluations and Re-Run Evaluations included with the ProcureHQ Unlimited Plan, to the unlimited Re-Run Evaluations included with First Tender (and, for Legacy Plans, with a Single Evaluation and with the Professional and Premium Plans), and to Re-Scores purchased under Clause 5.14.
5.13 Multi-Client Use. A ProcureHQ Unlimited subscriber, and a Premium subscriber holding a Legacy Plan, may use the Platform to prepare tenders on behalf of up to five (5) distinct client organisations under a single licence. “Client organisation” means a distinct third-party entity on whose behalf the subscriber prepares a tender submission. Use on behalf of more than five client organisations, or providing Platform access as a bureau or resale service, requires a separate written arrangement with ProcureHQ. Reselling, sublicensing, or sharing account access is prohibited. This clause is subject to the Fair Use policy in Clause 5.12.
5.14 Standalone Re-Score.
5.14.1 The Company offers a one-off re-evaluation product (a “Re-Score”) at AU$149, exclusive of GST, payable via Stripe at the time of purchase.
5.14.2 A Re-Score is bound to a specific Tender for which the Customer has already received an Initial Evaluation. It cannot be transferred, re-bound or applied to any other Tender.
5.14.3 A Re-Score entitles the Customer to one (1) further Re-Run Evaluation of a revised response document for the bound Tender. It does not remove the input lock in Clause 5.1.1A and does not permit amendment of Tender Data or confirmed evaluation criteria. The Customer may regenerate the Smart Submission Blueprint for the bound Tender without a numeric limit, subject to Clause 5.12 (Fair Use).
5.14.4 There is no limit on the number of Re-Scores a Customer may purchase for a Tender, subject to Clause 5.12 (Fair Use).
5.14.5 The first Re-Score purchased by an Organisation may be credited toward the purchase price of the ProcureHQ Unlimited Plan, where that purchase is made within thirty (30) days of the Re-Score purchase. The credit is limited to one per Organisation. Subsequent Re-Scores do not attract any credit.
5.14.6 A Re-Score is not a Subscription, does not renew, and does not attract Founding Member Pricing. Except where expressly stated otherwise, these Terms apply to a Re-Score as they apply to a paid Plan, other than Clause 5.7 (Auto-Renewal and Cancellation). Nothing in this Clause limits the Customer’s rights under the Australian Consumer Law.
6.1 Each Tender Evaluation relates to a single Tender. Once the Customer runs the Initial Evaluation for a Tender, the associated Tender Data is cryptographically fingerprinted using SHA-256 and locked (Brief Lock).
6.2 Following Brief Lock, the Customer cannot substitute the RFT documents or core Tender Data for that Tender with those of a different project. To evaluate a different Tender, the Customer must create a new Tender, which consumes a further Tender Evaluation entitlement under its Plan.
6.3 The Customer must not attempt to circumvent the per-Tender model, including by: (a) uploading a different project’s documents to an already Brief-Locked Tender; (b) coordinating with, or creating, multiple accounts or Organisations to avoid consuming Tender Evaluation entitlements; or (c) otherwise seeking to manipulate or bypass the Brief Lock or plan-limit enforcement mechanisms. Any such attempt is a material breach of these Terms.
7.1 As between the Company and the Customer, the Customer retains all right, title, and interest in and to its Customer Data, including its Tender Data and the Evaluation Output generated for it.
7.2 The Customer grants the Company a limited, non-exclusive, worldwide licence to store, process, transmit, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Platform for the Customer, and otherwise in accordance with the Privacy Policy.
7.3 Customer Data, including Tender Data, is not used to train the Company’s own artificial intelligence models or any third-party artificial intelligence model.
7.4 The Customer warrants that it has all necessary rights to upload the documents and content it submits to the Platform, including that the Tender Data comprises its own submissions and RFT documentation lawfully in its possession, and that its use of the Platform does not infringe the Intellectual Property Rights or confidentiality obligations owed to any third party, including a procuring agency.
8.1 Each party must keep confidential, and must not use except as permitted by these Terms, the other party’s confidential information disclosed in connection with these Terms. The Customer’s Tender Data is Customer confidential information for the purposes of this Clause 8.
8.2 This Clause 8 does not apply to information that is or becomes public other than through breach of these Terms, was already known to the receiving party on a non-confidential basis, or is required to be disclosed by law, provided that, where legally permitted, the disclosing party gives the other party reasonable notice of that requirement.
8.3 This Clause 8 survives termination or expiry of these Terms.
9.1 Reserved — intentionally left blank.
10.1 The Platform provides a machine-assisted, simulated evaluation of how a Tender submission may perform against published evaluation criteria. Evaluation Output is generated using large language models and the Company’s proprietary Decision Signal Engine, run with low-variance settings (temperature zero, seeded) to reduce run-to-run drift. Evaluation Output remains an advisory estimate and is not guaranteed to be byte-identical between runs.
10.1A Wording variance between runs. Results may be worded differently between runs. The Customer’s evaluation criteria, scoring framework and underlying findings remain governed by the same Tender evidence and evaluation method. Such variance is confined to model-authored explanatory prose; the evaluation criteria, assessment-requirement ownership, report structure and scoring method are produced under the Company’s deterministic controls. A change to a score arises only from changed inputs, corrected evidence, or an expressly versioned change to the Company’s model or prompt configuration.
10.2 Evaluation Output is a decision-support tool and guidance only. It is not, and must not be treated as, legal advice, engineering advice, procurement advice, probity advice, or an official evaluation by any government agency, authority, or evaluation panel. The Company is not a probity advisor, government procurement panel, legal advisor, or licensed consultant, and is not affiliated with any government agency.
10.3 The Company does not guarantee that any Evaluation Output, score, ranking, or Committee Finding will reflect the score, ranking, or decision reached by an actual evaluation panel or procuring entity, and does not guarantee any tender success, contract award, evaluation outcome, ranking, or business result.
10.4 The Customer remains solely responsible for reviewing and independently validating all Evaluation Output, for the final content of its tender submissions, and for its own procurement decisions. Evaluation Output must not be relied upon as a substitute for the Customer’s own professional judgment or independent professional advice.
11.1 The Customer must not, and must not permit any person to:
11.1.1 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or structure of the Platform or the Decision Signal Engine;
11.1.2 engage in prompt engineering, systematic querying, statistical inference, or other techniques directed at reconstructing, reverse-modelling, or extracting the Decision Signal Engine, its Evaluation Decision Signals, scoring methodology, reasoning framework, weighting logic, prompt architecture, benchmark methodology, or report generation logic;
11.1.3 scrape, crawl, or use automated means to extract data or Evaluation Output from the Platform;
11.1.4 use Evaluation Output, or any data or insight derived from the Platform, to train an artificial intelligence or machine learning model, or to build or improve a competing product or service;
11.1.5 exceed, or attempt to exceed, the usage limits of its Plan by technical or other means, including any conduct described in Clause 6.3;
11.1.6 upload content that is unlawful, that infringes a third party’s Intellectual Property Rights, or that breaches a duty of confidentiality owed to a third party; or
11.1.7 use the Platform to defraud, mislead, or gain an unfair advantage over a procuring agency, including by submitting fabricated, altered, or misrepresented documents for evaluation.
12.1 The Company owns all right, title, and interest in the Platform, the Evaluation Intelligence, the Company’s proprietary internal libraries and reference materials used to generate Outputs, and all other Company IP. Nothing in these Terms transfers any Intellectual Property Rights in the Company IP to the Customer.
12.2 As between the Company and the Customer, and subject to Clause 12.3, the Customer owns its Customer Data and the Evaluation Output generated for its own Tender submissions, subject to the Company’s underlying Intellectual Property Rights in the Evaluation Intelligence and methodology used to generate that output.
12.3 The Smart Submission Blueprint, and any structures, headings, section architecture or content derived from the Company’s proprietary internal libraries and reference materials, remain the Intellectual Property of the Company. The Company grants the Customer a limited, non-exclusive, non-transferable licence to use them for the Customer’s own internal business use in preparing its Tender submissions, including incorporating that content into a submission delivered to the relevant procuring entity as part of the Customer’s own bid. The Customer must not resell, sublicense, or redistribute the Smart Submission Blueprint, or any structure or content derived from the Company’s libraries, as a standalone product, template, or service, or make it available to any third party other than as incorporated into the Customer’s own Tender submission.
13.1 The Company will use reasonable efforts to make the Platform available, but does not currently offer a contractual uptime service level agreement. The Company may perform scheduled maintenance, during which the Platform may be temporarily unavailable, and will use reasonable efforts to provide advance notice of planned maintenance likely to cause material downtime.
13.2 The Company is not liable for any unavailability of the Platform caused by circumstances beyond its reasonable control, including outages of its hosting or AI-inference subprocessors.
14.1 The Company provides support by email at support@procurehq.com.au. The Company aims to respond to support enquiries within a reasonable time, typically within two (2) Business Days, but this is a target only and does not constitute a guaranteed response time or service level agreement.
15.1 The Company may suspend or terminate the Customer’s access to the Platform, in whole or in part, immediately on notice where reasonably necessary, if the Customer: (a) fails to pay any amount due and does not remedy that failure within the period described in Clause 5.8; (b) breaches these Terms, including Clauses 6.3, 9, or 11; (c) poses a security risk to the Platform or other customers; or (d) engages in unlawful conduct in connection with the Platform.
15.2 The Customer may cancel its Subscription at any time via the Stripe Customer Portal in accordance with Clause 5.7. Cancellation prevents the next renewal only; the Customer retains full access to all subscribed features until the end of the then-current paid Subscription Term, and access ends automatically on expiry of that term unless the Subscription is renewed. Cancellation does not entitle the Customer to any refund except as required by the ACL.
15.3 On termination or expiry of a Subscription for any reason, the Customer may export its Customer Data for thirty (30) days following the effective date of termination, after which the Company may delete the Customer’s Customer Data in accordance with Clause 16, except where retention is required by Applicable Law.
15.4 Clauses 7 (Customer Data Ownership and Licence), 8 (Confidentiality), 10 (Evaluation Output Disclaimer), 11 (Acceptable Use), 12 (Intellectual Property), 16 (Data Retention and Deletion), 17 (Warranties and Disclaimers), 18 (Limitation of Liability), and 19 (Indemnity) survive termination or expiry of these Terms.
16.1 The Company retains Customer Data in accordance with the following schedule, and otherwise as described in the Privacy Policy:
16.1.1 Account and profile data — retained while the account remains active.
16.1.2 Tender Data and Evaluation Output — retained for the life of the account, and deleted on written request to privacy@procurehq.com.au or in accordance with Clause 15.3, subject to Clause 16.1.5.
16.1.3 Billing records — retained for seven (7) years to meet Australian Taxation Office record-keeping requirements.
16.1.4 Usage and product analytics events — retained on a rolling basis for up to twenty-four (24) months.
16.1.5 Audit logs — retained for up to twenty-four (24) months, or longer where required to investigate a security incident or comply with Applicable Law.
16.2 The Customer may request deletion of its account and Customer Data at any time by emailing privacy@procurehq.com.au. Some data, including billing and audit records, may be retained beyond that request where the Company is legally required to do so.
17.1 Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Customer by the ACL or other Applicable Law that cannot lawfully be excluded, restricted, or modified.
17.2 Subject to Clause 17.1, the Platform and all Evaluation Output are provided “as is” and “as available”, without warranty of any kind, whether express or implied, including as to accuracy, completeness, merchantability, or fitness for a particular purpose. The Company does not warrant that Evaluation Output will be accurate, error-free, or fit for any particular procurement outcome.
17.3 Each party warrants that it has the power and authority to enter into and perform these Terms.
18.1 Nothing in this Clause 18 excludes, restricts, or modifies any right or remedy conferred on the Customer by the ACL or other Applicable Law that cannot lawfully be excluded, restricted, or modified.
18.2 Subject to Clause 18.1, to the maximum extent permitted by law, the Company excludes all liability for indirect, consequential, or special loss or damage, including loss of profits, loss of business opportunity, or loss of a tender or contract award, arising out of or in connection with these Terms or the Platform, whether in contract, tort (including negligence), or otherwise.
18.3 Subject to Clause 18.1, the Company’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by the Customer to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
18.4 Where the Company’s liability cannot be excluded but may be limited under the ACL, the Company’s liability is limited, at the Company’s option, to resupplying the relevant service or paying the cost of having the service resupplied.
19.1 The Customer indemnifies and holds harmless the Company and its directors, officers, employees, contractors, and agents from and against any loss, liability, cost, or expense (including reasonable legal costs) arising from or in connection with: (a) any breach of these Terms by the Customer; (b) any use of the Platform by the Customer in a manner not permitted by these Terms, including any breach of Clause 6.3, 9, or 11; (c) any claim by a third party arising from the Customer’s Tender Data or its use of Evaluation Output; or (d) any breach of the warranties in Clause 7.4.
19.2 This indemnity does not apply to the extent the relevant loss or liability is caused by the gross negligence, fraud, or wilful misconduct of the Company.
20.1 The Company may update these Terms from time to time to reflect changes to the Platform, its legal obligations, or regulatory requirements, on the notice period described in Clause 5.9 for changes materially affecting fees or Plan inclusions, and otherwise on reasonable notice published on the Website and, where the change is material, notified by email.
20.2 If the Customer does not agree to a material change, it may cancel its Subscription in accordance with Clause 15.2 before the change takes effect. Continued use of the Platform after a change takes effect constitutes acceptance of that change.
21.1 These Terms are governed by the laws of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.
21.2 Before commencing court proceedings (other than for urgent injunctive relief, including in connection with Clause 6.3, 11, or 12), a party must first attempt to resolve a dispute by written notice to the other party’s contact details in Clause 23, followed by good-faith negotiation for a period of not less than twenty (20) Business Days.
22.1 Entire Agreement. These Terms, together with the Website Terms of Use and the Privacy Policy, constitute the entire agreement between the parties in relation to the Platform and supersede all prior discussions and representations on that subject matter. The Security & Trust page published on the Website describes the Company’s current security controls for information only and does not form part of these Terms.
22.2 Severability. If any provision of these Terms is found invalid or unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force and effect.
22.3 Waiver. A party’s failure or delay in exercising any right under these Terms does not constitute a waiver of that right.
22.4 Assignment. The Customer must not assign or transfer any right or obligation under these Terms without the Company’s prior written consent. The Company may assign these Terms to a successor entity, related body corporate, or acquirer of all or substantially all of its business, on written notice to the Customer.
22.5 Relationship of Parties. The Company is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
22.6 Electronic Acceptance. Acceptance of these Terms by creating an account or completing checkout constitutes valid and binding acceptance under Australian law, including the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2000 (NSW). No wet-ink signature is required.
22.7 Notices. All notices under these Terms must be in writing and are deemed received: (a) by email, on the next Business Day following transmission, provided no delivery failure notification is received; or (b) by registered post or courier, on the third Business Day following posting.
23.1 For all enquiries relating to these Terms, including billing, licence, Intellectual Property, privacy, or dispute matters, please contact:
Organisation: ProcureHQ Pty Ltd (ABN 34 692 155 481)
Email (general and billing): support@procurehq.com.au
Email (security): security@procurehq.com.au
Email (privacy): privacy@procurehq.com.au
Registered Address: 117 Old Pittwater Road, Brookvale NSW 2100, Australia
Website: procurehq.com.au
OAIC (Privacy): www.oaic.gov.au | 1300 363 992