Legal

Terms of Service

Last updated: 30 March 2026  ยท  Effective: 30 March 2026

Contents

Please read these Terms of Service carefully before using TenderIQ. By creating an account or using our services, you agree to be bound by these terms. If you do not agree, you may not use TenderIQ.

1. Acceptance of terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (or the organisation you represent) and Cella Ltd. ("Cella", "we", "us", or "our") governing your access to and use of TenderIQ, including our website, platform, APIs, and all related services (collectively, the "Services").

If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms, in which case "you" refers to that organisation.

By accessing or using TenderIQ, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

2. Description of services

TenderIQ is an AI-powered tender intelligence platform designed to help construction businesses analyse, score, and prioritise tender opportunities. Our Services include:

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

3. Accounts & eligibility

To use TenderIQ, you must create an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

Each subscription plan covers a defined number of users. If you exceed the user limits of your plan, we may contact you to upgrade your subscription.

4. Subscriptions & billing

Plans and pricing

TenderIQ is offered on a subscription basis. Current pricing and plan details are available on our website. All prices are in USD and exclude applicable taxes unless stated otherwise.

Billing

Subscriptions are billed in advance on a monthly or annual basis, depending on the plan you select. By providing payment information, you authorise us to charge the applicable fees. Payments are processed by our third-party payment provider.

Cancellation

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial billing periods unless required by law.

Free trials

We may offer free trial periods at our discretion. At the end of a trial, your account will automatically convert to a paid subscription unless you cancel before the trial expires. We will notify you before this occurs.

Price changes

We will notify you at least 30 days in advance of any price changes. Your continued use of TenderIQ after the effective date of a price change constitutes acceptance of the new pricing.

5. Acceptable use

You agree to use TenderIQ only for lawful purposes and in accordance with these Terms. You must not:

We reserve the right to investigate suspected violations and to suspend or terminate accounts that breach these terms.

6. Intellectual property

TenderIQ, including its software, design, algorithms, models, and all associated intellectual property, is owned by Cella Ltd. and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in TenderIQ's intellectual property.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use TenderIQ for your internal business purposes during your subscription period.

Any feedback, suggestions, or ideas you provide regarding TenderIQ may be used by us without restriction or compensation to you. You assign to us all rights in any such feedback.

7. Your content & data

You retain ownership of all content and data you upload to TenderIQ ("Your Content"), including tender documents, project information, and other materials.

By uploading Your Content, you grant us a limited licence to process, store, and analyse it solely for the purpose of providing the Services to you. We do not claim ownership of Your Content.

You represent and warrant that:

You are solely responsible for the accuracy, quality, and legality of Your Content. We are not liable for any loss or damage arising from Your Content.

8. AI-generated outputs

TenderIQ uses artificial intelligence and machine learning to generate analysis, scores, and recommendations. You acknowledge and agree that:

TenderIQ's Go/Caution/No-Go recommendations and scoring are decision-support tools. Always apply your own professional judgement before making commercial decisions.

9. Confidentiality

Each party may have access to confidential information of the other in connection with these Terms. Each party agrees to:

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

10. Disclaimers & warranties

TenderIQ is provided "as is" and "as available" without warranties of any kind, either express or implied, to the maximum extent permitted by applicable law. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that:

Some jurisdictions do not allow the exclusion of implied warranties. In such cases, these exclusions apply only to the fullest extent permitted by applicable law.

11. Limitation of liability

To the maximum extent permitted by applicable law, Cella Ltd. and its directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with your use of TenderIQ.

Our total cumulative liability to you for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of (a) the total fees paid by you to us in the 12 months preceding the claim, or (b) CAD $100.

These limitations apply regardless of the theory of liability (contract, tort, negligence, or otherwise) and even if we have been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify, defend, and hold harmless Cella Ltd. and its directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

13. Termination

Either party may terminate these Terms at any time by providing written notice. We may also suspend or terminate your access to TenderIQ immediately and without notice if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or if required by law.

Upon termination:

14. Governing law

These Terms are governed by and construed in accordance with the laws of Canada, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts of Canada.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15. Changes to these terms

We may update these Terms from time to time. When we make material changes, we will notify you by email or by posting a notice within TenderIQ at least 14 days before the changes take effect.

Your continued use of TenderIQ after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using TenderIQ before the effective date.

16. Contact us

If you have any questions about these Terms, please contact us:

Cella Ltd.
Email: hello@cella.build
Website: cella.build