Terms and Conditions
These Terms and Conditions (“Terms”) govern access to and use of the TenderDesk website and platform operated by Avagliano Unternehmergesellschaft (haftungsbeschränkt) (“we”, “us”, “our”).
1. Scope
1.1 These Terms apply to visitors of the TenderDesk website, registered users of the TenderDesk platform, and business customers using TenderDesk.
1.2 TenderDesk is intended exclusively for professional and business use. It is not intended for consumer use.
1.3 Separate commercial agreements, order forms, subscription terms, statements of work, data processing agreements, or other customer-specific documents may supplement these Terms. In the event of a conflict, the more specific contractual document shall prevail over these Terms.
2. Service Description
2.1 TenderDesk provides a software platform for structured tender-document processing, document analysis, workflow support, and related outputs.
2.2 Platform features may include, without limitation, document uploads, text extraction, AI-assisted processing, structured classification, line-item generation, reminders, reports, audit trails, account administration, and related workflow functionality.
2.3 We may modify, improve, replace, suspend, or discontinue individual features where reasonably necessary for technical, legal, security, or operational reasons.
3. Access and Account Model
3.1 Access to TenderDesk may be restricted to approved customers, tenants, users, or invited accounts.
3.2 We may provision, restrict, suspend, or revoke access where necessary for security, compliance, misuse prevention, account administration, or contract enforcement.
3.3 Users must provide accurate and complete account information and must keep login credentials confidential.
3.4 Each customer is responsible for all activity carried out through its tenant, user accounts, and credentials unless caused by our own fault.
4. Business Use Only
4.1 TenderDesk may only be used for lawful professional and business purposes.
4.2 Users must not use TenderDesk:
- for unlawful, fraudulent, deceptive, or abusive conduct;
- to interfere with, disrupt, probe, or compromise the security, integrity, or availability of the website or platform;
- to upload malicious code, harmful files, or unauthorized data;
- to attempt unauthorized access to systems, accounts, tenants, infrastructure, or third-party services;
- in a way that infringes the rights of third parties or violates applicable law.
5. Customer Data and Uploaded Materials
5.1 Customers and users remain solely responsible for all documents, data, and materials uploaded to or processed through TenderDesk.
5.2 Customers and users represent and warrant that they have all necessary rights, permissions, and legal bases required to upload, process, and use such materials through TenderDesk.
5.3 Customers and users are responsible for ensuring that uploaded materials are lawful, accurate, relevant, and suitable for the intended workflow.
5.4 We do not assume responsibility for the legal admissibility, correctness, completeness, or tender suitability of uploaded content.
6. License for Platform Use
6.1 Subject to these Terms and the applicable commercial arrangement, we grant the customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use TenderDesk during the applicable subscription or contract term for its internal business purposes.
6.2 No rights are granted except those expressly stated in these Terms or in the applicable contractual documentation.
7. Intellectual Property
7.1 Unless otherwise expressly agreed in writing, the TenderDesk website, platform, software, source code, interface design, branding, documentation, database structures, and all related materials remain our property or the property of our licensors.
7.2 These Terms do not transfer any ownership rights in TenderDesk or any related intellectual property.
7.3 Customers retain their rights in their own uploaded materials and underlying business content.
8. Generated Output
8.1 TenderDesk may generate structured outputs based on uploaded content, extracted text, user inputs, and system processing.
8.2 Such outputs are provided to support business workflows and operational review only.
8.3 TenderDesk outputs do not replace independent review, professional judgment, legal review, commercial validation, or tender-specific verification.
8.4 Customers and users remain solely responsible for verifying tender-critical information, deadlines, requirements, quantities, line items, compliance aspects, and all other operationally relevant content before relying on any output.
9. AI-Assisted Processing
9.1 Certain TenderDesk features rely on automated and AI-assisted processing.
9.2 Such processing may produce incomplete, inaccurate, context-sensitive, or otherwise imperfect results.
9.3 Customers and users acknowledge and accept that AI-assisted outputs must be reviewed and validated by qualified human users before use in any submission, contractual, operational, pricing, compliance, or decision-making context.
10. Fees, Credits, and Commercial Terms
10.1 Pricing, subscriptions, included usage, credits, billing cycles, add-ons, and any commercial limitations are governed by the applicable commercial arrangement, order form, invoice, or subscription configuration.
10.2 Where TenderDesk operates with usage credits or similar internal usage units, such credits are a contractual service unit for platform consumption and do not constitute stored monetary value, refundable balances, or transferable property rights unless expressly agreed otherwise.
10.3 Credits, add-ons, and included usage may expire, reset, roll over, or be limited in accordance with the applicable commercial arrangement.
10.4 Timely payment of all applicable fees is required. We may suspend access or restrict functionality in the event of overdue payment, subject to any applicable contractual notice requirements.
10.5 Plan upgrades, downgrades, renewals, and billing timing are governed by the applicable subscription configuration and billing workflow in effect at the relevant time.
11. Availability and Support
11.1 We aim to keep TenderDesk available, stable, and secure, but we do not guarantee uninterrupted, timely, secure, or error-free operation at all times.
11.2 Availability may be affected by maintenance, updates, infrastructure issues, security measures, force majeure, third-party dependencies, or other technical or operational reasons.
11.3 Any support levels, response times, service levels, or onboarding obligations shall apply only if expressly agreed.
12. Suspension and Termination
12.1 We may suspend or restrict access, in whole or in part, where reasonably necessary due to:
- security risks or incidents;
- non-payment;
- breach of these Terms or other contractual documents;
- unlawful or abusive use;
- risks to platform integrity, other customers, or third parties;
- legal or regulatory requirements.
12.2 Where the circumstances permit, we will act proportionately and may provide notice before suspension.
12.3 Customers may terminate their use of TenderDesk in accordance with the applicable contract, order form, or subscription model.
12.4 Upon termination or expiration, access rights end unless continued access is required by law or expressly agreed for transition, export, or archival purposes.
13. Confidentiality
13.1 Each party shall treat confidential information of the other party as confidential and shall not disclose it to unauthorized third parties except as required for contractual performance or by law.
13.2 This obligation does not apply to information that is publicly known, lawfully received from a third party without confidentiality obligations, independently developed, or required to be disclosed by law or binding authority.
14. Limitation of Liability
14.1 We are liable without limitation where liability cannot be excluded or limited under applicable law, including liability for intent, gross negligence, fraud, and for injury to life, body, or health.
14.2 In cases of ordinary negligence, we shall be liable only for breach of essential contractual duties, and in such cases liability shall be limited to the foreseeable damage typical for the contract.
14.3 To the fullest extent permitted by applicable law, we shall not be liable for indirect damages, consequential damages, lost profits, loss of opportunity, or losses resulting from reliance on generated outputs, unless mandatory law provides otherwise.
14.4 The limitations in this Section also apply to the liability of our legal representatives, employees, and agents.
15. Indemnity
15.1 The customer shall indemnify and hold us harmless against third-party claims, losses, and costs arising out of or in connection with:
- unlawful or unauthorized use of TenderDesk by the customer or its users;
- uploaded materials or processing instructions provided by the customer;
- infringement of third-party rights by content submitted through the platform;
- violation of applicable law by the customer or its users.
15.2 This does not apply to the extent that the claim was caused by our own fault.
16. Data Protection
16.1 The processing of personal data is governed by the applicable Privacy Policy and, where required, by any separate data processing agreement.
16.2 Customers are responsible for ensuring that their use of TenderDesk and their submission of personal data into the platform is lawful.
17. Changes to these Terms
17.1 We may update these Terms from time to time where reasonably necessary due to legal, technical, operational, security, or commercial changes.
17.2 The version published on the website or otherwise made available to the customer shall be the current version, unless a separate contractual amendment process applies.
18. Governing Law
18.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules, unless mandatory law provides otherwise.
19. Place of Jurisdiction
19.1 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Munich, Germany, to the extent permitted by law.
20. Contact
For legal, contractual, or compliance-related questions regarding TenderDesk, please contact:
Avagliano Unternehmergesellschaft (haftungsbeschränkt)
Otto-Heilmann-Str. 18 A
82031 Grünwald
Germany
Email: connect@avagliano.com
Phone: +49 (0)30 223 995 0815