1.1   These Terms of Service (“Terms”) form a binding agreement between you (and the organisation you represent) and Canadian Procurement Exchange Inc. (operating as “CanProcX”, “CanProcX EU”, “we”, “us”), a corporation incorporated under the Canada Business Corporations Act (CBCA) with its registered office in Ontario, Canada, governing your access to and use of the CanProcX EU service (the “Service”). By registering for, accessing, or using the Service, you agree to these Terms and to our Privacy Policy.

1.2   The Service is intended for business customers established in the European Union / European Economic Area who subscribe in euros (EUR). If you are accepting these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity.

2.1   CanProcX EU provides Canadian tender and procurement intelligence: it surfaces, organises, and helps you search Canadian federal government procurement opportunities (including opportunities relevant under the Canada–EU Comprehensive Economic and Trade Agreement, CETA), so that EU businesses can discover and pursue Canadian public-sector contracts.

2.2   The underlying procurement data is drawn from open Canadian government sources, principally CanadaBuys, made available under the Open Government Licence – Canada. CanProcX EU is an independent service and is not endorsed by or affiliated with the Government of Canada.

2.3   No guarantee of outcomes. CanProcX does not guarantee that any tender is open, valid, or available to you; that you are eligible to bid; that any submission will be accepted, shortlisted, or won; or that you will achieve any business outcome. Any eligibility or trade-agreement (including CETA, CPTPP, and GPA) guidance is informational only and is not legal advice; you must confirm eligibility and obligations with the relevant contracting authority and your own advisers.

2.4   Consultant introductions. Where the Service introduces or facilitates engagement with vetted procurement consultants, those persons are independent third parties. CanProcX does not employ them and does not guarantee, warrant, or assume liability for their advice, work product, conduct, or results; any engagement is a separate contract between you and the consultant.

3.1   You must provide accurate, current, and complete registration information and keep it up to date. You are responsible for safeguarding your credentials and for all activity under your account. Authentication is provided via Google Firebase.

3.2   You must notify us promptly of any unauthorised use of your account at ai.help@canprocx.ca.

4.1   Platform licence + bid credits. The Service is offered as an annual platform licence that includes an allocation of bid credits, billed in euros (EUR). A free Discovery tier is also available:

4.2   Annual agreement. Paid plans are sold on a minimum one-year term (annual agreement). You may pay annually in advance (prepaid) or in monthly instalments on the annual commitment. Plans auto-renew for successive one-year terms unless cancelled. The free Discovery tier requires no payment or term commitment. All prices are exclusive of applicable taxes (including VAT), which will be added where required. Payments are processed by Stripe; by subscribing you authorise the applicable EUR charges to your payment method for the term and on each renewal.

4.3   Bid credits. One bid credit = one AI-assembled submission package prepared to a tender’s stated standards. A bid credit is a drafting aid only, generated with the assistance of artificial intelligence from the information available to us and your inputs. You remain solely responsible for reviewing, correcting, completing, and submitting any package and for ensuring it meets every buyer and tender requirement; we do not warrant it is accurate, complete, compliant, or sufficient to win, and do not submit on your behalf unless agreed in writing. You may request human review (see the Privacy Policy). Bid credits are non-refundable once activated; unused credits roll over for 90 days upon renewal. Consultant-led / fully-managed complex bids are a separate, custom-quoted add-on and are not bid credits.

4.4   We may change plan pricing or features on reasonable prior notice. Changes take effect from your next renewal. [confirm notice period for price changes with counsel]

5.1   New users can use the free Discovery tier to browse and match tenders before committing. Upgrading to a paid plan begins an annual agreement (minimum one-year term) and charges your payment method per Section 4. Full details, including cancellation and any applicable consumer-withdrawal right, are in our Refund & Cancellation Policy.

5.2   The Discovery tier may be limited to one account per customer or organisation.

6.1   You agree not to: (a) resell, redistribute, republish, sublicense, or systematically extract or store the Service, its data, content, or aggregated procurement feeds, in whole or in part, except as expressly permitted; (b) use any robot, spider, scraper, automated script, or data-mining tool to access, extract, or index the Service or its content; (c) circumvent, disable, or interfere with any access control, rate limit, authentication, or usage-metering mechanism, or with the Service’s operation or security; (d) reverse-engineer the Service; (e) share, transfer, or sell your account, credentials, or bid credits to anyone outside your subscribed organisation; (f) use the Service unlawfully or to infringe third-party rights; or (g) use the Service to build a competing product.

6.2   Your use of the underlying Canadian open data is also subject to the terms of the Open Government Licence – Canada.

7.1   The Service, including its software, design, and curated presentation of data, is owned by Canadian Procurement Exchange Inc. and protected by intellectual-property laws. The underlying source procurement data is public information licensed under the Open Government Licence – Canada; that licence governs the source data itself, while our compilation, interface, and added intelligence remain our property. You receive a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription.

8.1   Our handling of personal data is described in our Privacy Policy, which forms part of these Terms.

8.2   Because our customers and users are located in the EU/EEA, the Service is operated in a manner consistent with the EU General Data Protection Regulation (GDPR). The Privacy Policy describes lawful bases, data-subject rights, sub-processors, and cross-border (Canada↔EU) transfer safeguards. [confirm with EU counsel]

9.1   No liability for tender data. To the maximum extent permitted by law, CanProcX is not liable for any inaccurate, incomplete, late, missing, duplicated, withdrawn, or removed tender data, nor for any missed deadline, missed opportunity, ineligible or non-compliant bid, or lost contract arising from your reliance on information presented by the Service. Deadlines, eligibility rules, and submission portals are set and controlled by the contracting authority, not by CanProcX.

9.2   You are responsible for verifying any opportunity directly with the relevant contracting authority before relying on it, and for your own due diligence, eligibility assessment, and timing. The Service is an intelligence aid, not a substitute for official procurement notices or professional advice.

10.1   Except as expressly stated and to the extent permitted by applicable law, the Service is provided “as is” and “as available” without warranties of any kind, whether express or implied.

10.2   We do not warrant that the Service will be uninterrupted or error-free, or that any contract award or business outcome will be achieved. Nothing in these Terms excludes warranties or rights that cannot be excluded under applicable EU consumer or member-state law.

11.1   To the maximum extent permitted by applicable law, CanProcX (Canadian Procurement Exchange Inc.) shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, goodwill, anticipated savings, or any lost business or procurement opportunity (including any missed tender, missed deadline, or unsuccessful or ineligible bid), whether in contract, tort (including negligence), or otherwise, and whether or not advised of the possibility, arising out of or in connection with the Service.

11.2   Our aggregate liability arising out of or relating to these Terms or the Service shall not exceed the total fees you paid to us in the twelve (12) months preceding the event giving rise to the claim. [confirm cap period with counsel]

11.3   Nothing in these Terms limits liability that cannot be excluded or limited under applicable law (for example, certain EU consumer-protection rights, liability for death or personal injury caused by negligence, or liability for fraud).

12.1   You agree to indemnify and hold harmless CanProcX (Canadian Procurement Exchange Inc.) and its officers, directors, and personnel from third-party claims, damages, liabilities, and reasonable costs (including legal fees) arising from: (a) your breach of these Terms; (b) your misuse of the Service; or (c) your violation of any applicable law or third-party right. [confirm scope with counsel]

13.1   By you. You may cancel your subscription at any time as described in the Refund & Cancellation Policy. Cancellation stops future renewals.

13.2   By us. We may suspend or terminate your access, with or without notice, if you breach these Terms, fail to pay, or use the Service in a way that creates legal or security risk. Where reasonable, we will give notice and an opportunity to cure.

13.3   On termination, your right to use the Service ends. Sections relating to intellectual property, disclaimers, limitation of liability, indemnity, and governing law survive termination.

14.1   We may update these Terms from time to time. For material changes, we will provide reasonable notice (for example, by email or in-product notice) before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

15.1   These Terms are governed by the laws of [confirm governing law — e.g., Ireland, or an EU member state, or Ontario, Canada], without regard to conflict-of-laws principles, and without prejudice to any mandatory consumer-protection or data-protection rights you have under EU or member-state law.

15.2   The parties will first attempt to resolve any dispute through good-faith negotiation. Failing resolution, disputes are subject to the courts identified in [confirm forum / arbitration with counsel], subject to any non-waivable EU consumer rights and mandatory EU data-subject protections.

16.1   Modification of the Service. We may add, change, suspend, or discontinue any part of the Service, including any data feed or feature, at any time, with or without notice, provided we will not materially reduce a paid feature during a paid term without reasonable notice.

16.2   Force majeure. We are not liable for delay or failure to perform caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, governmental action, sanctions, power or internet failures, or failures of third-party providers, data feeds, or contracting-authority systems.

16.3   Assignment. You may not assign these Terms or your account without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganisation, or sale of assets, on notice to you.

16.4   Severability. If any provision is found unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions continue in full force.

16.5   Entire agreement. These Terms, together with the Privacy Policy and Refund & Cancellation Policy, constitute the entire agreement regarding the Service and supersede prior agreements on that subject.

16.6   Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

16.7   Survival. Provisions that by their nature should survive termination — including intellectual property, data accuracy, disclaimers, limitation of liability, indemnity, acceptable use, general provisions, and governing law — survive termination.