The terms on which Biddable is provided.

These Terms of Service (the Terms) are a contract between Toga EMEA FZC LLC (we, us), which owns and operates Biddable, and the organisation named in an Order Form or an approved application (you). They govern your use of the Biddable service at app.biddable.ae, on any web address we provide for you, and in its phone and tablet apps (the Service). Biddable is a service for businesses; by accepting these Terms you confirm that you act for an organisation and not as a consumer.

1. The agreement

1.1  The agreement between us is made up of: (a) the Order Form we send you when we approve your application or you change plan, which names your plan, allowance, fees, users and start date; (b) the Data Processing Addendum (the DPA); (c) these Terms; and (d) the Privacy Notice, for information about how we handle personal data. If they conflict, that is the order of precedence. A mutual non-disclosure agreement you signed with us before seeing the Service continues to apply and is not replaced by these Terms.

1.2  You accept the agreement by signing or confirming the Order Form, by accepting these Terms on screen, or by using the Service after we have set up your space, whichever is first. The person accepting confirms that they are authorised to bind you.

1.3  Words with capital letters have the meanings given where they first appear in bold, or in clause 22.

2. The Service and the pilot

2.1  We provide you with a locked Space in the Service for your organisation (a freelance bid writer receives a separate Space for each client), in which your users can upload tender packs and your own materials, set your bidding rules, pricing rules, approval steps and brand, ask the Service to read a pack and give a bid or no-bid view, draft the response in your templates, cost it and audit it, and download everything produced.

2.2  The Service is hosted by us. There is no on-premise version, and nothing in the agreement licenses the software itself, its source code or its methods to you.

2.3  Pilot. We are opening Biddable to a small number of customers one at a time, on a free pilot by application. A pilot runs under the Biddable Pilot Agreement, which applies these Terms with the changes it states (no fees, its own term and end date, its own liability limit, and what happens when the pilot ends). Where the Pilot Agreement and these Terms differ, the Pilot Agreement prevails for the pilot.

2.4  We may change the Service, add and remove features and change the models and providers behind it, provided we do not materially reduce what your plan gives you during a period you have paid for. We tell you about material changes in the Service or by email.

2.5  We aim to keep the Service available at all times but do not guarantee it. We schedule maintenance outside Gulf and European working hours where we can and give notice where practical. No service level or credit applies unless your Order Form gives one.

2.6  We provide support by email during our working hours and, on plans that include priority support, as the Order Form describes.

3. Accounts, users and security

3.1  Your Space has one or more owners, who add and remove your users and set their roles (writer, reviewer). Every user must be a named person in your organisation or working for it under a duty of confidence. Accounts may not be shared, and you must not exceed the number of users your plan allows.

3.2  Every user must sign in with two steps and keep a second factor enrolled (an authenticator app, a passkey or an emailed code), or sign in through single sign-on you have set up with your identity provider. Users must keep their credentials and devices secure.

3.3  You are responsible for what your users do in your Space. You must tell us at once at hello@biddable.ae if you learn of unauthorised use of an account, and remove users who leave your organisation.

3.4  We may suspend an account or session that we reasonably believe is compromised or being misused, and we will tell the owners when we do.

4. Acceptable use

You must not, and must not let anyone else:

• upload content you have no right to use, that infringes anyone's rights, or that is unlawful, defamatory or malicious, including malware;
• use the Service to breach procurement, competition or anti-corruption law, for example to coordinate bids with a competitor, to submit a response a buyer's rules forbid, or to misrepresent your organisation to a buyer;
• attempt to access another customer's Space, our operator interface, our servers or any part of the Service you have not been given, or probe or test its security without our written agreement;
• copy, scrape, extract or attempt to derive the instructions, prompts, rules, rubrics, templates, scoring methods or source code that direct the Service, or use automated tools to access it other than through the interfaces we provide;
• resell, sublicense or provide the Service to third parties, except that a freelance bid writer may use a Space for the client it was set up for;
• remove or hide any notice of ours, or misrepresent who made an output;
• use the Service in a way that harms it or other customers, or that places an unreasonable load on it.

We may investigate a suspected breach of this clause and act under clause 11.

5. Your content and your outputs

5.1  Your Content is everything you and your users put into your Space: tender packs, your documents, templates, rules, pricing, CVs and correspondence. Outputs are the documents, views, drafts, costings and audits the Service produces for you from Your Content.

5.2  You own Your Content and, as between you and us, you own the Outputs. We claim no rights in either, except the limited licence in clause 5.3.

5.3  You grant us a non-exclusive licence to host, copy, process, transmit and display Your Content and the Outputs only as needed to provide the Service to you, to keep backups, and to support you. The licence ends when Your Content is deleted under clause 13.

5.4  We never use Your Content or your Outputs for another customer, to train or improve any model, or for any purpose other than providing the Service to you. Our providers are bound to the same.

5.5  You are responsible for Your Content: for having the right to upload and use it, for the personal data in it (including telling the people concerned, such as candidates whose CVs you upload), and for its accuracy. Tender documents you upload remain subject to the buyer's own confidentiality terms, which you must respect.

5.6  Named members of our staff may open your Space to set it up, to support you at your request, and to investigate a fault, a security event or a suspected breach of these Terms. They act under a duty of confidence, use only the access the task needs, and do not take Your Content out of your Space.

6. AI-generated output and your review

6.1  The Service produces Outputs with the help of AI models. Outputs are drafts and views, not advice. They can be wrong, incomplete, out of date, or miss something in a tender pack, and the same input can produce different Outputs at different times.

6.2  You must have a competent person review every Output before you rely on it or submit it. Biddable is built so that nothing leaves your Space without your own approval steps, and you must keep those steps in place. Whatever you submit to a buyer is your submission, and you are responsible for its content, its accuracy, its compliance with the tender's rules and any statement in it about how it was prepared.

6.3  You are responsible for checking whether a buyer's tender rules restrict or require disclosure of the use of AI tools in preparing a response, and for complying with them.

6.4  The bid or no-bid view is an aid to your decision, not the decision. We do not accept responsibility for a tender you pursued or declined, won or lost, on the strength of an Output.

6.5  Outputs may resemble Outputs produced for other customers where the inputs are similar, because the same public tender may be read by more than one customer; we make no promise that an Output is unique.

7. Our intellectual property

7.1  The Service, and everything in it other than Your Content and your Outputs, belongs to us or our licensors: the software, screens, workflows, the way Outputs are structured, the instructions, prompts, rules, rubrics, scoring methods, templates and policy packs that direct it, its document-generation engine, its documentation and its brand. You receive only a right to use the Service under the agreement while it lasts.

7.2  You shall not, and shall not help or permit anyone else to: (a) reverse engineer, decompile, extract or attempt to derive the source code, instructions, prompts, rubrics, rules, templates or underlying methods of the Service; (b) use what you see or learn of the Service to design, build, train, specify, commission or improve any product or service that performs substantially the same functions; or (c) use your access to benchmark the Service for, or on behalf of, a competing product. Your own bidding rules, pricing rules, templates and brand remain yours, and nothing here stops you from carrying on a business that you can show was developed without use of our confidential information.

7.3  If you give us suggestions or feedback about the Service, we may use them freely and without payment. Feedback does not include Your Content.

7.4  "Biddable" and its mark are ours. You may say that you use Biddable; you may not use our name or mark in a way that suggests endorsement without our written consent. We will name you as a customer only with your written consent.

8. Plans, allowances and fees

8.1  Your plan, its allowance, the number of users and client Spaces it includes, its fees and its billing period are set out in your Order Form. Our current plans and list prices are available on request and are given to you before you order. Fees are stated in US dollars unless the Order Form says otherwise.

8.2  Allowances are measured in bids a month. A bid is used the first time the Service builds it in a calendar month, in your Space's own time zone. Building the same bid again in that month is free. Reading a pack, the bid or no-bid view, questions to the Service and audits never count. We may count a very large bid as two and will tell you when we do. Unused bids do not carry over.

8.3  Allowances are soft: a run that has started always finishes, and going over your allowance never stops your work. When you go over, we tell your Space's owners. From that notice, bids beyond the allowance in that month are billed monthly in arrears at the published extra-bid rate in your Order Form, unless we agree a plan change first.

8.4  Own Key. If your plan is Own Key, your Space's owner stores a key for your own account with an AI model provider we support. Your runs go to that account and the provider charges you directly; the number of bids is not limited by us. You must be entitled to use the key this way, you are responsible for the provider's charges and terms, and you may remove the key at any time. We store it encrypted and never show it back.

8.5  Extra client Spaces for a freelance bid writer, and other options, are charged as the Order Form says.

8.6  We may change our list prices on thirty days' written notice. A change applies to you from your next billing period after the notice, and never during a period you have paid for. If you do not accept the change you may terminate under clause 12.4 before it applies.

9. Payment and taxes

9.1  Fees are payable in advance for each billing period: monthly plans monthly, annual plans annually. Extra bids and other usage charges are invoiced at the end of the month in which they arise.

9.2  We invoice by email and you pay by bank transfer within fourteen days of the invoice date, unless the Order Form says otherwise. If we add card payment we will offer it as an option.

9.3  Fees exclude value added tax and any other sales or withholding tax. Where UAE value added tax applies we add it at the rate in force. If a law requires you to withhold tax from a payment, you pay us such further amount that we receive the full fee, unless the Order Form says otherwise.

9.4  If you dispute an invoice in good faith you must tell us within fourteen days, pay the undisputed part, and we work together to resolve it promptly.

9.5  If an undisputed amount is not paid by its due date we may charge interest on it from the due date until payment at one per cent a month, or the highest rate the applicable law allows if that is lower, accruing daily. If it is more than fourteen days overdue we may, after written notice, also suspend your Space under clause 11 until it is paid.

9.6  Fees are not refundable except where these Terms say so.

10. Confidentiality

10.1  Each of us shall keep the other's Confidential Information secret, protect it with at least reasonable care, use it only for the agreement, and disclose it only to people and advisers who need it and are bound by duties of confidence no less strict than these. Your Confidential Information includes Your Content and your Outputs. Ours includes the Service and everything clause 7.1 describes, our pricing, roadmap and customer list, and anything you see in a demonstration.

10.2  Confidential Information does not include information that the receiving party can show was public when disclosed or became public through no fault of its own, was lawfully held before disclosure, was lawfully received from a third party free of any duty, or was developed independently without access to it.

10.3  Either of us may disclose Confidential Information to the extent a law, court or regulator requires, after giving the other prompt notice where the law allows, and disclosing no more than is required.

10.4  This clause lasts for five years after the agreement ends, and for as long as any Confidential Information remains a trade secret.

11. Suspension

11.1  We may suspend your Space, or a user, in whole or in part, where: (a) an undisputed amount is overdue as clause 9.5 says; (b) we reasonably believe there is a breach of clause 4, clause 7.2 or the DPA, or a security threat to the Service or another customer; or (c) a law or an order requires it.

11.2  We give notice before suspending where the circumstances allow, and afterwards where they do not. We lift the suspension as soon as the cause is resolved. During a suspension Your Content stays in your Space and fees continue to accrue, except where the suspension was our error.

12. Term and termination

12.1  The agreement starts on the start date in the Order Form and continues for the billing period it names. A monthly plan renews for a month at a time and an annual plan for a year at a time, unless either of us gives notice not to renew: for a monthly plan before the renewal date, for an annual plan at least thirty days before it.

12.2  Either of us may terminate the agreement on written notice if the other is in material breach and, where the breach can be remedied, has not remedied it within thirty days of a notice asking it to.

12.3  Either of us may terminate at once on written notice if the other becomes insolvent, enters liquidation, administration or an arrangement with its creditors, or ceases to trade.

12.4  You may terminate on written notice, with a pro-rata refund of fees paid for the period after termination, if we make a change to these Terms or to prices that you do not accept, provided you give notice before the change applies to you (clauses 8.6 and 19.1), or if we materially reduce the Service in breach of clause 2.4 and do not put it right within thirty days of your notice.

12.5  We may terminate the agreement on ninety days' written notice if we withdraw the Service, with a pro-rata refund of fees paid for the period after termination.

13. What happens when the agreement ends

13.1  Your users' access ends on the termination date. Fees due up to that date remain payable.

13.2  Export. For thirty days after the termination date your Space stays available in a read-only state so that your owners can download Your Content and your Outputs, in the formats the Service produces them in (including Word, PDF and the files you uploaded). On request within that period we export the whole Space for you in a portable archive, at no charge for one export.

13.3  Deletion. When the thirty days end we delete your Space, its database and its files within a further thirty days, and confirm in writing when we have. Copies in our encrypted backups are overwritten under our rotation within about six months and are never restored for any purpose other than recovering the whole service. You may ask us to delete earlier.

13.4  We may keep the records the law requires us to keep (contracts, invoices) and what we need to establish or defend a legal claim, under the confidentiality clause.

13.5  Clauses that by their nature should survive (including 5.2, 6, 7, 10, 13, 16, 17, 18 and 20) survive termination.

14. Data protection

14.1  Where Your Content contains personal data, you are the controller and we are your processor. The DPA sets out our obligations, the security measures we keep, the sub-processors we use and how we tell you about changes to them, and how we help you with data subjects' requests and breaches. The current sub-processor list is available at any time on request to hello@biddable.ae.

14.2  For your users' account data and for our own business records we are the controller, and our Privacy Notice describes what we do.

14.3  You warrant that you have the right to put the personal data in Your Content into the Service and that you have given the people concerned the information the law requires.

15. Warranties

15.1  We warrant that we will provide the Service with reasonable skill and care, substantially as described in the agreement, and that we have the right to grant you the use of it.

15.2  You warrant that you have the right to enter into the agreement, that Your Content complies with clause 4 and clause 5.5, and that your use complies with the law.

15.3  Except as stated in the agreement, the Service and the Outputs are provided as they are. We do not warrant that the Service will be uninterrupted or error-free, that an Output will be accurate, complete or fit for a particular tender, or that using the Service will win you any contract. All other warranties, conditions and terms implied by law are excluded to the extent the law allows.

16. Liability

16.1  Nothing in the agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that the applicable law does not allow to be limited or excluded.

16.2  Subject to clause 16.1, neither of us is liable to the other for any indirect or consequential loss, or for any loss of profit, revenue, business, opportunity, goodwill or anticipated savings, however caused, and we are not liable for any tender you pursued or declined, lost or were disqualified from, or any contract not awarded to you, or for the content of any submission you make.

16.3  Subject to clauses 16.1 and 16.5, our total liability to you for everything arising out of or in connection with the agreement in any twelve-month period, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees you paid or were due to pay us for the Service in the twelve months before the event giving rise to the claim. A free pilot has its own limit in the Pilot Agreement.

16.4  Subject to clause 16.1, your total liability to us in any twelve-month period, other than for fees due, for a breach of clause 4 or clause 7.2, or under your indemnity in clause 17.1, is limited in the same way.

16.5  Confidentiality and data protection. Clause 16.3 does not apply to a party's liability for breach of clause 10 (confidentiality) or of the DPA. For those, and subject to clause 16.1, each party's total liability in any twelve-month period is limited to the greater of one hundred thousand US dollars and three times the fees paid or due for the Service in the twelve months before the event giving rise to the claim.

16.6  The limits in this clause reflect the price of the Service and the fact that your own people review and approve every Output before it is used.

17. Indemnities

17.1  You indemnify us against loss, damages, costs and reasonable legal fees arising from a third-party claim that Your Content, or your use of the Service in breach of clause 4, infringes that third party's rights or breaks the law.

17.2  We indemnify you against loss, damages, costs and reasonable legal fees arising from a third-party claim that the Service, as we provide it, infringes that third party's intellectual property rights. This does not cover a claim arising from Your Content, from an Output to the extent it reproduces Your Content or public tender material, from your use of the Service in breach of the agreement, or from a combination of the Service with anything we did not supply. If such a claim is made or is likely, we may modify or replace the affected part of the Service, or terminate the agreement and refund fees paid for the period after termination.

17.3  The indemnified party must tell the other promptly of a claim, let the other control its defence and settlement (not admitting fault on the indemnified party's behalf without consent), and give reasonable help at the other's cost. The indemnities are each party's sole remedy for the claims they cover and are subject to clause 16.

18. Changes to the Service

Clause 2.4 says how we may change the Service. We keep a change log in the Service and email owners about changes that affect how they work.

19. Changes to these Terms

19.1  We may change these Terms. We email the owners of your Space at least thirty days before a change applies, with the new text and a summary of what changed. If you do not accept the change you may terminate under clause 12.4 before it applies; otherwise it applies from the date in the notice. Changes that only correct an error, add a feature or are required by law may apply sooner, and we say so in the notice.

19.2  The current Terms are always at biddable.ae/terms with their version number and date. Earlier versions are available on request.

20. Governing law and disputes

20.1  The agreement, and any dispute or claim (contractual or not) arising out of or in connection with it, is governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.

20.2  Before starting arbitration, other than for urgent relief or an unpaid invoice, each of us agrees to try to resolve the dispute by a meeting between senior people within thirty days of a written request.

20.3  Any dispute or claim not resolved that way is finally settled by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which are incorporated by reference into this clause. The seat of the arbitration is the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. The tribunal is one arbitrator. The language of the arbitration is English. The award is final and binding, and may be entered in any court of competent jurisdiction.

20.4  Nothing in this clause stops either party from seeking urgent injunctive or interim relief from the DIFC Courts or any other court able to grant it, or from applying to a court to enforce an award.

20.5  The parties agree to keep the arbitration, and every document and award in it, confidential except as needed to enforce an award or as the law requires.

21. Notices

21.1  Notices to us go by email to hello@biddable.ae. Notices to you go by email to the owners of your Space at the addresses they have registered, or to the address in the Order Form.

21.2  A notice by email is received when sent, unless the sender receives a delivery failure. A notice received outside working hours in the recipient's location is treated as received the next working day.

22. General

22.1  Definitions. Order Form, DPA, Service, Space, Your Content, Outputs and Confidential Information have the meanings given above. A working day is a day other than a Saturday, Sunday or public holiday in the United Arab Emirates. "Including" means including without limitation.

22.2  Entire agreement. The agreement (clause 1.1) is the whole agreement between us on its subject and replaces every earlier understanding, other than a non-disclosure agreement, which continues. Neither of us relies on any statement not in it. Your purchase-order terms do not apply.

22.3  Assignment. Neither of us may assign or transfer the agreement without the other's written consent, not to be unreasonably withheld, except that we may assign it to a successor to our business or to an affiliate on written notice to you, provided the successor takes on all our obligations.

22.4  Subcontracting. We may use subcontractors and sub-processors as the DPA allows; we remain responsible for them.

22.5  Force majeure. Neither of us is liable for a failure caused by events beyond its reasonable control, provided it tells the other promptly and does what it reasonably can to reduce the effect. If such an event lasts more than sixty days either party may terminate on written notice, with a pro-rata refund of fees paid for the period after termination.

22.6  Severability and waiver. If any part of the agreement is found invalid, the rest stays in force and the invalid part is treated as changed to the minimum extent needed to make it valid. A failure or delay in enforcing a right is not a waiver of it.

22.7  Third parties. No one other than you and us has any right under the agreement.

22.8  Language and signature. The agreement is written in English, which prevails over any translation. It may be accepted electronically and signed in counterparts.

23. Founding-customer plans

23.1  What it is. A founding-customer plan is one of our plans, bought for the calendar year 2027 and paid in advance, at the founding price shown on our website when you order (the annual price less the founding discount). It is offered to a limited number of organisations and is a software subscription paid in advance. It is not an investment: it gives you no share, security or other interest in Toga EMEA FZC LLC or in Biddable, no return and no right to take part in their management.

23.2  Ordering and payment. You order by application on our website and a call with us; the Order Form we then send names your plan, its founding price and the dates. We invoice the full founding price in US dollars and you pay by bank transfer within fourteen days of the invoice date. Your founding place is held from the day the payment reaches us. Clause 9 applies otherwise, and value added tax is added as clause 9.3 says.

23.3  The pilot and the paid year. On payment you join the pilot under clause 2.3 and use the Service free until 31 December 2026. Your paid plan runs from 1 January 2027 to 31 December 2027.

23.4  The price for 2028. If you renew for the calendar year 2028, on the same plan, we charge the founding price you paid for 2027 and not our list price at the time. We ask you before the end of 2027 whether you wish to renew; there is no automatic renewal. From 2029 the list price applies.

23.5  Changing plan. You may choose any plan until your invoice is issued. After payment you may move to a larger plan for the rest of 2027 by paying the difference between the two plans' founding prices, pro rata for the months remaining. A move to a smaller plan during 2027 is not refunded.

23.6  Refund if paid plans have not started. If we have not started paid plans on the Service by 31 March 2027, we refund the full amount you paid for your founding-customer plan, to the account it came from, within thirty days of your written request, and neither party owes the other anything further for it. Clause 9.6 does not restrict this refund. Once paid plans have started, your plan is refunded only where these Terms say so for an annual plan (clauses 12.4, 12.5, 17.2 and 22.5).

23.7  The rest of these Terms. In every other respect a founding-customer plan is an annual plan under these Terms. Where this clause 23 and another clause differ, clause 23 prevails for a founding-customer plan.

Last updated 1 October 2026. Questions: hello@biddable.ae.