Terms of Service

Effective date: 2026-05-04

Plain-English Overview

This summary is provided for convenience only. It does not replace the full Terms of Service that follow. In the event of any conflict, the full Terms govern.

What does ScalaBid actually deliver?

Three documents for each bid: a Proposal Narrative (PDF + editable Word file), a Client Preparation and Attachments Package (CPAP) that lists every document, form, certificate, and attachment you still need to gather and sign yourself before submission, and a Compliance Matrix that maps each requirement in the tender documents to a section of the Proposal Narrative. That is the complete package.

What ScalaBid does not do

We do not fill out government-standard procurement forms, sign anything, source insurance certificates or surety bonds, or submit your bid for you. The CPAP tells you exactly what is left for you to do.

Quality commitment

Every deliverable addresses the requirements in the tender documents you provided and is free of material factual errors based on the information you supplied. If we miss a clearly stated requirement from the tender documents you gave us, we fix it at no additional charge — even if you have used all your included revision rounds. This commitment covers objectively verifiable omissions, not preferences about tone, style, or strategy.

Delivery commitment

Once we confirm we have received your complete tender documents and started production, we have 72 business hours (Standard) or 24 business hours (Rush) to deliver. If we miss that window for reasons within our control, the bid fee is credited back to you as a Service Credit, valid for 30 days against future ScalaBid services.

Revisions

Every plan includes revision rounds. PAYG includes one. Monthly subscription plans include three per bid. Annual subscription plans include unlimited revisions per bid. Revisions cover changes within the original tender scope, including incorporating addenda received after delivery. We deliver revisions within 24 business hours of receiving your written feedback.

Subscription cancellation

You can cancel any monthly subscription anytime. Cancellation stops the next charge and you keep access through the end of the paid cycle. Annual plans have a 30-day cancellation window from the payment date for a refund (less the first month's equivalent and the onboarding fee).

Goodwill resolution

If something goes wrong and the contract terms feel unfair to your specific situation, contact us at legal@scalabid.com. We reserve the right (in our sole discretion) to issue refunds or credits to resolve disputes informally, even where the contract does not require us to. We use this discretion frequently to resolve good-faith concerns without arbitration.

Who owns the deliverables?

You do, once you have paid in full. We retain a working copy for quality control purposes only. We do not share your documents with anyone. We do not use your documents as templates or training data for any other client's work. Ever.

What law applies?

These Terms are governed by New York law. Disputes go to confidential AAA arbitration seated in New York. Small claims court in New York County is available as an alternative for qualifying claims. You cannot bring a class action.

Section 1 — Definitions

"Agreement" means these Terms of Service together with any Quote accepted by the Client, which together constitute the entire contract between the parties.

"Quote" means a written proposal or order form issued by ScalaBid specifying the service, fees, delivery timeline, and revision allocation for a specific engagement. Each accepted Quote is an Order Form incorporated into this Agreement.

"Submission Package" means one complete ScalaBid deliverable consisting of: (i) a Proposal Narrative (PDF and editable DOCX), (ii) a Client Preparation and Attachments Package (CPAP), and (iii) a Compliance Matrix (PDF), as further described in Section 3.

"Tender Documents" means the invitation to tender, specifications, drawings, schedules, addenda, and all other documents provided by the Client or issued by the procuring authority in relation to a specific bid opportunity.

"Complete Tender Documents" means Tender Documents that are fully legible, correctly assembled, and contain all information necessary for ScalaBid to commence production without requesting further materials from the Client. The production clock does not start until ScalaBid confirms receipt of Complete Tender Documents.

"Compliant Draft" means a Submission Package that addresses each stated requirement in the Tender Documents as provided at the time of order, using the information supplied by the Client. A Compliant Draft is not required to guarantee bid success, tender eligibility, or contract award. Compliance is assessed against the Tender Documents, not against any subsequent addendum unless that addendum was provided before production commenced.

"CPAP" or "Client Preparation and Attachments Package" means a non-exhaustive checklist of documents, forms, certifications, attachments, and action items that ScalaBid identifies based on its review of the Tender Documents as provided at the time of order. The CPAP is provided as a planning aid only. It is not a guarantee that all required submission items have been identified, and the Client remains solely responsible under Section 4A for independent verification of every submission requirement.

"Acceptance"means the Client's written confirmation (including email) that a deliverable meets the requirements of the Tender Documents, or the Client's failure to provide feedback within five (5) business days of ScalaBid's email notification of delivery, whichever occurs first. Deemed Acceptance does not apply where the Client has submitted a revision request within the five-day window.

"Material Deficiency" means a deliverable that fails to address one or more stated requirements of the Tender Documents as provided at the time of order, where the omission is objectively verifiable against the Tender Documents (not a matter of subjective preference, tone, or style). For the avoidance of doubt, an omission from the CPAP is a Material Deficiency only where the omitted item was clearly identifiable from a plain reading of the Tender Documents as provided.

"Revision" means one round of written Client feedback followed by one round of amendments by ScalaBid, applied within the original scope of the Tender Documents provided at order time.

"Rush Delivery" means the 24-hour delivery add-on, measured in business hours from confirmed receipt of Complete Tender Documents.

"Standard Delivery" means the 72-hour delivery timeline, measured in business hours from confirmed receipt of Complete Tender Documents.

"Subscription Plan" means any recurring monthly or annual service plan (Core, Scale, or Elite) as described in Section 7.

"Billing Anniversary"means the same calendar date each month or year as the date on which the Client's Subscription Plan was first activated.

"Processing"means any of the following, whichever occurs first: (i) ScalaBid confirms receipt and acceptance of the Client's Tender Documents; (ii) any internal review, OCR processing, or document analysis is initiated; or (iii) any drafting or production work begins. Once Processing has started, the applicable no-refund policy takes effect as described in Section 8.

"Service Credit" means a non-cash credit issued by ScalaBid, redeemable only against future ScalaBid services, with no cash value, non-transferable, and valid for thirty (30) calendar days from the date of issuance or purchase.

"Business Hours"means Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding US federal holidays. All delivery timelines measured in "hours" refer to Business Hours unless explicitly stated otherwise.

"Company," "we," "us," "our" refers to ScalaBid, the professional services brand described in Section 21.

Section 2 — Acceptance and Signatory Authority

2.1 By signing a Quote, checking an acceptance box, completing the click-wrap acceptance flow at scalabid.com, or submitting payment, you confirm that you have read, understood, and agree to this Agreement.

2.2 If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. This Agreement is then enforceable against that entity as if it had signed directly.

2.3 If you do not have such authority, you must not proceed. ScalaBid is entitled to rely on your signature or acceptance as conclusive confirmation of binding authority. ScalaBid accepts no liability for disputes arising from an unauthorized signatory.

Section 3 — Scope of Services

3.1 What Is Included

Each Submission Package includes the following three deliverables:

• Proposal Narrative — a complete written proposal responding to the requirements of the Tender Documents. Delivered as a final PDF and an editable DOCX.
• Client Preparation and Attachments Package (CPAP) — a structured action checklist identifying documents, forms, certificates, and attachments the Client must independently source, complete, or execute before submission. The CPAP is a planning aid specific to the tender and is not a reusable general template.
• Compliance Matrix — a requirement-by-requirement confirmation that each stated condition in the Tender Documents has been addressed in the Proposal Narrative. Delivered as a PDF.

3.2 Quality Standard

ScalaBid commits to delivering each Submission Package to a professional standard, meaning:

• The Proposal Narrative addresses each evaluable requirement identified in the Tender Documents provided at the time of order;
• The Compliance Matrix accurately maps narrative sections to tender requirements;
• The CPAP identifies Client-action items that are clearly identifiable from a plain reading of the Tender Documents;
• All deliverables are free of material factual errors relative to the information provided by the Client.

If a deliverable contains a Material Deficiency (as defined in Section 1), and the Client identifies it during the revision window, ScalaBid will correct the deficiency at no additional charge, regardless of whether the Client's included revision rounds have been exhausted. This obligation is limited to Material Deficiencies and does not extend to subjective preferences regarding tone, style, phrasing, or strategic approach.

3.3 What Is Explicitly Not Included

ScalaBid does not produce, complete, execute, source, certify, or submit any of the following, regardless of plan or add-ons purchased:

• Government-standard procurement forms (including but not limited to SF-330, SF-254, SF-255, or any federal, state, or local equivalent);
• Insurance certificates or endorsements of any kind;
• Surety bonds, bonding letters, or consent of surety forms;
• DBE, MBE, WBE, SBE, or other participation forms requiring third-party certification or contractor-originated declarations;
• Prevailing wage certifications, certified payroll forms, or apprenticeship utilization plans;
• Site-specific safety plans, drug and alcohol testing program documents, or training certifications;
• Contractor license verifications or business license documents;
• Any legal instrument requiring origination, execution, or certification by the Client, a licensed professional, a surety, an insurance broker, a certifying agency, or any third party;
• Submission of any deliverable to any procurement portal, procurement system, or government office on behalf of the Client.

These items are the Client's sole responsibility. They are identified in the CPAP, where reasonably discernible from the Tender Documents, as specific action items the Client must complete independently before submitting the bid. The Client's obligation to identify and complete all submission requirements is not limited to items appearing in the CPAP, as set out in Section 4A.

3.4 Scope Boundary

ScalaBid's obligation is to produce professionally written, well-organized documentation that responds to the Tender Documents as provided. ScalaBid does not independently verify the accuracy, completeness, or legal validity of Tender Documents or other Client-supplied materials, and is not responsible for errors, omissions, inaccuracies, or deficiencies in such materials.

Section 4 — Client Obligations

The Client is responsible for:

• Providing Complete Tender Documents before the production clock starts. ScalaBid's delivery obligations do not commence, and no delivery timeline is triggered, until ScalaBid confirms receipt of Complete Tender Documents;
• Communicating the Client's own bid submission deadline ("Client Deadline") to ScalaBid in writing at the time of placing the order. If the Client Deadline is shorter than the applicable delivery window (72 or 24 Business Hours), ScalaBid will notify the Client before commencing work and may decline the order or propose an adjusted timeline;
• Ensuring that all documents uploaded to the ScalaBid platform are documents the Client has the legal right to share, process, and submit for use in the context of bid preparation;
• Providing accurate and truthful company information for use in deliverables;
• Promptly notifying ScalaBid of any addenda, clarifications, or amendments issued by the procuring authority. Addenda received after initial delivery are handled through the revision process described in Section 6.4;
• Performing the final review described in Section 4A;
• Completing all CPAP action items and any further submission items identified in Section 4A before submitting the bid;
• Submitting the bid to the relevant procurement portal or authority independently.

ScalaBid is not liable for errors, delays, non-compliance, or missed deadlines arising from the Client's failure to fulfil any of these obligations.

Section 4A — Final Review and Submission Responsibility

4A.1The Client acknowledges and agrees that the Client is solely and exclusively responsible for the final review, verification, completion, and submission of every bid in which any ScalaBid deliverable is used. Without limiting the generality of the foregoing, the Client's responsibilities under this Section 4A include:

(a) Independently verifying that the Submission Package responds to every requirement of the Tender Documents, including any requirement not identified in the CPAP, the Compliance Matrix, or the Proposal Narrative;

(b) Independently sourcing, completing, executing, and including every attachment, form, certificate, license, bond, insurance document, and third-party-issued instrument required by the procuring authority, whether or not such item is identified in the CPAP;

(c) Verifying the accuracy of all factual statements, financial figures, schedule dates, key personnel information, and company representations contained in any deliverable before submission;

(d) Confirming that the bid as submitted complies with the procurement portal's technical requirements, file format requirements, page limits, signature requirements, sealing or notarization requirements, and submission protocols;

(e) Ensuring that every CPAP action item is completed before submission;

(f) Submitting the bid before the Client's own deadline, with sufficient buffer time to address any technical issues during submission.

4A.2 The CPAP is a planning aid, not a complete or exhaustive list of submission requirements. The absence of an item from the CPAP does not relieve the Client of the obligation to identify and complete that item before submission. The Client shall not rely on the CPAP as a substitute for the Client's own independent review of the Tender Documents and the procurement portal.

4A.3 ScalaBid shall not be liable for any loss, damage, missed deadline, rejected bid, ineligibility determination, debarment, contract loss, lost profit, or adverse procurement outcome arising in whole or in part from:

(a) The Client's failure to identify, source, complete, execute, or submit any required attachment, form, certification, bond, insurance document, or other submission item;

(b) Errors, omissions, or inaccuracies in any deliverable that were identifiable through reasonable Client review before submission;

(c) The Client's failure to incorporate any addendum, clarification, or amendment;

(d) Any defect in the bid that could have been detected through the Client's independent review;

(e) Technical failures, portal errors, or submission timing issues during the bid upload or submission process;

(f) Any decision, evaluation, or action by the procuring authority.

4A.4 The Client acknowledges that the fees charged by ScalaBid reflect this allocation of responsibility. The Client agrees that the obligation of final review under this Section 4A is a fundamental basis on which ScalaBid agreed to provide the Services at the stated fees, and that ScalaBid would not have entered into this Agreement on different terms.

Section 5 — Delivery Timelines, SLA, and Guarantee

5.1 Standard Delivery

Standard Delivery is 72 Business Hours from the time ScalaBid confirms receipt of Complete Tender Documents.

5.2 Rush Delivery

Rush Delivery (24-hour turnaround) is available as a paid add-on at $500 per bid, measured from confirmed receipt of Complete Tender Documents in Business Hours.

If ScalaBid fails to deliver within the Rush Delivery window for reasons within ScalaBid's control, the Client's sole remedy is a refund of the $500 Rush Delivery fee to the original payment method. The standard bid fee remains subject to the delivery guarantee in Section 5.3. No other compensation, credit, or remedy is available for a Rush Delivery miss beyond what is stated in this section and Section 5.3.

5.3 Delivery Guarantee

The delivery guarantee is triggered exclusively by ScalaBid's failure to deliver a Compliant Draft within the applicable delivery window — measured from the moment ScalaBid confirms receipt of Complete Tender Documents and Processing has commenced.

The applicable window is:

• Standard Delivery: 72 Business Hours from confirmed document receipt and Processing commencement;
• Rush Delivery: 24 Business Hours from confirmed document receipt and Processing commencement.

Remedy:If ScalaBid fails to deliver within the applicable window for reasons within ScalaBid's control, the Client receives a Service Credit equal to the full bid fee paid for that specific order. This is a Service Credit, not a cash refund. Service Credits are subject to the terms in Section 8.5, including the thirty (30) calendar day validity period.

What the guarantee does not cover:The guarantee measures whether ScalaBid delivered within its stated production window. It does not guarantee delivery before the Client's own bid submission deadline, procurement schedule, or any external event. If the Client provides Complete Tender Documents with insufficient time remaining before their own deadline for ScalaBid to complete the applicable delivery window, the guarantee applies only to ScalaBid's production timeline — not to the Client's external deadline.

The guarantee does not apply in any of the following circumstances:

• Complete Tender Documents were not provided at the time of order, or were provided in stages — the clock does not start until ScalaBid confirms receipt of all materials required to commence production;
• The Client provided additional documents, requested scope changes, or modified requirements after Processing commenced, in a way that contributed to the delay;
• The delay was caused by force majeure events as described in Section 18.

For Rush Delivery misses specifically: the $500 Rush fee refund (Section 5.2) and the Service Credit under this Section are cumulative — the Client receives both where applicable.

5.4 Communication SLA

ScalaBid commits to the following response times during Business Hours:

• Document receipt confirmation: within 4 Business Hours of upload;
• Client questions regarding an active order: within 8 Business Hours;
• Revision delivery: within 24 Business Hours of receiving the Client's written feedback, unless a longer timeline is agreed in writing.

These are target response times, not guaranteed SLAs. Failure to meet a communication target does not trigger any remedy or credit, but ScalaBid will use commercially reasonable efforts to meet them consistently.

Section 6 — Revisions

6.1 Included Revisions

The number of included revision rounds per bid varies by plan:

• PAYG: 1 revision round per bid;
• Monthly Subscription Plans (Core, Scale, Elite): 3 revision rounds per bid;
• Annual Subscription Plans (Core, Scale, Elite): unlimited revision rounds per bid.

Unused revision rounds do not carry over to future orders.

6.2 What Constitutes a Revision

A Revision is limited to amendments based on the original Tender Documents provided at the time of order. A Revision round consists of one set of written Client feedback delivered in a single communication, followed by one round of amendments by ScalaBid.

6.3 What Is Not a Revision

The following are not Revisions and may be scoped and invoiced as additional work:

• Requests to expand the narrative scope, add new sections, or address requirements not present in the original Tender Documents;
• Changes to pricing, financial schedules, or figures requiring substantive rework of the Proposal Narrative;
• Requests that require a new Compliance Matrix or CPAP due to a material change in requirements.

6.4 Addenda and Post-Delivery Changes

Addenda, clarifications, and amendments issued by the procuring authority after delivery of the initial Submission Package are handled through the revision process described in this Section 6.

How it works: If the Client needs to incorporate an addendum, make changes, or adjust the deliverable for any reason, the Client submits a revision request through the standard revision process. Each plan includes a defined number of revision rounds (see Section 6.1). Once a revision request is submitted, ScalaBid will deliver the revised Submission Package within 24 Business Hours.

Scope of revisions: Each revision round may include addenda incorporation, content changes, corrections, or any other amendments the Client requires, provided the revision remains within the general scope of the original Tender Documents. Revisions that fall outside the scope limitations in Section 6.3 are invoiced as additional work.

Addenda received before initial delivery: If the Client provides an addendum before ScalaBid has delivered the initial Submission Package and before Processing has commenced, the addendum is incorporated into the original production scope at no additional charge and does not consume a revision round.

6.5 Additional Revision Rounds

Additional revision rounds beyond the plan's included allocation are available at $500 per round, invoiced and paid before the revision commences.

Section 7 — Subscription Plans

7.1 Available Plans

ScalaBid offers the following subscription tiers:

Annual plans are billed as a single upfront payment. Monthly plans are billed on the Billing Anniversary each month.

7.2 Plan Features

• Core: 3 revision rounds per bid (unlimited if billed annually). Standard production queue.
• Scale: Dedicated bid writer assigned to the account. Priority production queue. 3 revision rounds per bid (unlimited if billed annually).
• Elite: Senior bid director assigned to the account. Priority production queue. Rush capacity available on request. 3 revision rounds per bid (unlimited if billed annually).

7.3 Onboarding Fee

A one-time onboarding fee of $500 applies to all Subscription Plans, charged at first activation. This fee is non-refundable under all circumstances.

7.4 Billing Cycle

Subscription billing cycles run from the Billing Anniversary date. A "month" means the period from one Billing Anniversary to the next. All bid allocations reset on the Billing Anniversary.

7.5 Unused Bids

Subscription bid allocations are use-it-or-lose-it within the billing cycle. Unused bids do not roll over to the following month and have no cash or credit value upon expiry.

7.6 Plan Upgrades and Downgrades

Plan changes take effect at the next Billing Anniversary unless otherwise agreed in writing by ScalaBid.

7.7 Auto-Renewal

Monthly Subscription Plans automatically renew on each Billing Anniversary at the then-current monthly fee until cancelled by the Client in accordance with Section 9.1.

Annual Subscription Plans automatically renew at the end of each annual term at the then-current annual fee for an additional one-year term, unless the Client cancels in accordance with Section 9.2.

Annual renewal notice:ScalaBid will send an email reminder to the registered account address at least thirty (30) calendar days before the annual renewal date, identifying the renewal date and the renewal fee. The reminder includes instructions for cancellation. Failure of the Client to receive the reminder due to factors outside ScalaBid's control (such as email filters or an outdated email address) does not affect the validity of the auto-renewal.

7.8 PAYG Credit Toward Subscription

A Client who purchases a PAYG bid and upgrades to a Subscription Plan within 30 calendar days of that PAYG purchase may apply the PAYG fee ($1,800) as a credit toward the first billing cycle of the new Subscription Plan. This credit is applied once, is non-transferable, and does not apply to the onboarding fee.

Section 8 — Fees, Payment, and Refund Policy

8.1 All Services Are Prepaid

All services are prepaid. Work does not commence until payment is received and confirmed by ScalaBid. ScalaBid reserves the right to withhold delivery until payment clears.

8.2 Payment Processing

Payments are processed by Stripe, Inc. By providing payment details, the Client authorizes ScalaBid to charge the applicable fees through Stripe. Stripe's own terms of service apply to the processing of payments. ScalaBid processes payments through its Stripe account linked to its operating entity. The Client acknowledges this structure on acceptance of this Agreement.

8.3 Refund Policy — PAYG and Monthly Subscriptions

PAYG bids: Non-refundable under all circumstances. Payment for a PAYG bid is final at the time of purchase, regardless of whether the Client uploads documents, whether Processing has started, or whether the Client ultimately submits the bid. No refund is issued for any reason, subject only to the Goodwill Resolution provision in Section 8.9.

Monthly Subscription Plans: Each billing cycle is charged in full on the Billing Anniversary and is non-refundable regardless of how many bids were used during that cycle. Cancellation stops future billing only — it does not entitle the Client to any refund for the current or any prior billing cycle.

For the avoidance of doubt, no refunds are issued under either structure for:

• Subjective dissatisfaction with output style, tone, or strategic approach (as distinct from Material Deficiencies, which are addressed under Section 3.2);
• Client-side delays, missed deadlines, or submission decisions;
• Bids that were not ultimately submitted by the Client;
• Unused bid allocations remaining at the end of a billing cycle;
• Procurement outcomes, rejected bids, or contract awards.

8.4 Annual Subscription Refunds

Annual plan Clients may cancel within 30 calendar days of the annual payment date. If cancellation is requested within this window, ScalaBid will issue a refund of the annual payment, less:

• The onboarding fee ($500, always non-refundable);
• The first month's equivalent fee (one-twelfth of the annual total);
• The fee for any add-ons already purchased or consumed (including Rush Delivery fees and additional revision rounds);
• The full PAYG-equivalent fee for any bids ordered or in production during the 30-day window.

After 30 calendar days from the annual payment date: no refund is available for any reason. Refunds are issued to the original payment method within 10–14 business days of confirmed cancellation.

8.5 Service Credits

Service Credits issued under Section 5.3 (delivery guarantee) or at ScalaBid's sole discretion:

• Have no cash value and cannot be exchanged for money;
• Are non-transferable and may only be used by the same Client account;
• Are valid for thirty (30) calendar days from the date of issuance or purchase, after which they expire automatically with no further notice;
• May be applied to any ScalaBid service (not limited to the same service type);
• Are forfeited in full upon account termination for breach.

ScalaBid reserves the right to issue Service Credits at its sole discretion for any reason, including but not limited to goodwill, service recovery, or promotional purposes. The issuance of a discretionary Service Credit does not create an obligation to issue credits in similar circumstances in the future.

8.6 Elite Overflow Bundles

Elite Overflow Bundles are prepaid upfront purchases available exclusively to Elite plan subscribers:

The entitlement period begins on the date of bundle purchase. Unused bids expire at the end of the 3-month period. No refunds, credits, or rollovers are issued for unused bids at any point, including upon expiry or account termination, subject only to the Goodwill Resolution provision in Section 8.9.

8.7 Billing Disputes

The Client agrees to contact ScalaBid at legal@scalabid.com before initiating any chargeback, dispute, or reversal with their payment provider or card issuer. ScalaBid will respond to billing disputes within five (5) business days of receipt.

If the Client contacts ScalaBid and the dispute cannot be resolved within fifteen (15) business days, the Client retains the right to escalate through their payment provider.

A chargeback or payment dispute initiated without prior written notice to ScalaBid is considered a material breach of this Agreement. Upon notice of such a chargeback, ScalaBid may suspend service and withhold delivery of any pending work until the dispute is resolved.

ScalaBid reserves the right to contest any chargeback that is inconsistent with this Agreement and to submit this Agreement, the accepted Quote, and all transaction records to the relevant payment processor as evidence.

8.8 Taxes

All fees are exclusive of applicable taxes, duties, or levies. The Client is solely responsible for all taxes arising in their jurisdiction in connection with their purchase.

8.9 Goodwill Resolution

Notwithstanding anything else in this Section 8, ScalaBid reserves the right, in its sole and absolute discretion, to issue refunds, partial refunds, Service Credits, or other accommodations to resolve good-faith Client concerns or service issues, even where this Agreement does not require it to do so. Any goodwill resolution offered or accepted under this Section 8.9:

• Is offered without admission of liability or breach;
• Is conditioned on the Client's agreement that the resolution constitutes full and final settlement of the matter;
• Does not establish a course of dealing, precedent, or obligation to issue similar resolutions in any other circumstance;
• May be revoked at any time prior to acceptance by the Client.

The existence of this provision shall not be cited as evidence that any Client has any contractual right to a refund, credit, or other accommodation outside the express terms of this Agreement.

Section 9 — Subscription Cancellation

9.1 Monthly Plans

Monthly Subscription Plans may be cancelled at any time by providing written notice to contact@scalabid.com. Cancellation takes effect at the end of the then-current billing cycle — the Client retains access and bid allocation through that date and is not charged for the following cycle. No refund is issued for any portion of the current or any prior billing cycle.

9.2 Annual Plans

Annual plans are subject to the refund terms in Section 8.4. After the 30-day cancellation window, annual plans run to the end of the paid term with no early termination refund. Cancellation of auto-renewal must be received at least one (1) business day before the annual renewal date.

9.3 Effect of Cancellation

Upon cancellation:

• All unused bid allocations expire at the end of the current billing cycle (not immediately upon notice of cancellation);
• Any order for which Processing has commenced before the cancellation notice will be completed and delivered;
• Any order for which Processing has not yet commenced will not be started, and the bid allocation for that order is forfeited;
• No further charges are made after the cancellation effective date;
• Service Credits remain valid for their original thirty (30) day expiration period and are not affected by cancellation.

Section 10 — Acceptable Use Policy

10.1 Prohibited Conduct

The Client must not:

• Upload documents they do not have the legal right to share, process, or use in connection with bid preparation;
• Submit fabricated, fraudulent, or materially misrepresented Tender Documents or company information;
• Attempt to reverse-engineer, copy, or replicate ScalaBid's methodology, templates, prompts, or production processes;
• Resell, sublicense, or distribute ScalaBid deliverables to any third party for commercial gain without prior written consent;
• Use deliverables as reusable templates for other bids without placing a new order;
• Initiate a chargeback or payment dispute without first contacting ScalaBid as required by Section 8.7;
• Engage in abuse, harassment, or threats directed at ScalaBid staff or representatives.

10.2 Consequences of Violation

Violation of this Section may result in immediate account suspension or termination without notice and without refund of any fees paid. ScalaBid reserves the right to pursue legal remedies for losses arising from Client misconduct.

Section 11 — Intellectual Property

11.1 ScalaBid Retained IP

ScalaBid retains all rights to its methodology, processes, production systems, prompts, templates, and platform. Nothing in this Agreement transfers any rights to ScalaBid's underlying intellectual property to the Client.

11.2 Client Ownership of Deliverables

Upon receipt of full payment, ScalaBid assigns to the Client all rights in the specific Submission Package produced for that order, for use in connection with the specific tender for which it was ordered.

11.3 ScalaBid Retained License

The Client grants ScalaBid a limited, non-exclusive, non-transferable right to retain and reference deliverables and uploaded documents solely for: (i) quality control and service improvement; (ii) internal analytics using anonymized or aggregated data. ScalaBid does not use identifiable Client documents for any commercial purpose, marketing purpose, training purpose, or for the benefit of any other Client.

11.4 Client Warranty

The Client warrants that they have the legal right to upload and share all documents provided to ScalaBid and that doing so does not infringe the rights of any third party.

Section 12 — Confidentiality

12.1 Mutual Obligations

Each party agrees to hold in confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and to use such information only for the purposes of performing or receiving services under this Agreement.

12.2 ScalaBid's Obligations

ScalaBid will not disclose the Client's Tender Documents, business information, company data, or deliverables to any third party except: (i) as necessary to provide the services, including use of subprocessors as described in the Privacy Policy at scalabid.com/privacy-policy; or (ii) as required by law or regulatory authority, in which case ScalaBid will notify the Client to the extent permitted by law.

12.3 Survival

Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

Section 12A — Indemnification by Client

12A.1 The Client shall defend, indemnify, and hold harmless ScalaBid, its operating entity, and their respective directors, officers, employees, contractors, and agents (each, an "Indemnified Party") from and against any third-party claim, demand, action, or proceeding, and any associated liability, damage, settlement, fine, penalty, cost, or expense (including reasonable attorneys' fees), arising out of or relating to:

(a) The Client's submission of any deliverable to any procuring authority, owner, or third party;

(b) The Client's breach of any warranty in Section 11.4 (right to share uploaded documents);

(c) The accuracy, completeness, or content of company information, project history, or representations provided by the Client and incorporated into any deliverable;

(d) Any decision, evaluation, award, debarment, or other action of the procuring authority or any third party with respect to the Client's bid;

(e) The Client's violation of any law, regulation, procurement code, prevailing wage requirement, certification requirement, or licensing requirement in connection with its bid activities;

(f) Any claim by a third party (including a procuring authority, surety, insurer, subcontractor, joint-venture partner, or competing bidder) arising from the Client's use of any deliverable.

12A.2 Indemnification cap.The Client's aggregate indemnification liability under this Section 12A is capped at the same amount as ScalaBid's aggregate liability cap under Section 16.1 (twelve months of fees paid). This cap does not apply to claims arising from the Client's breach of Section 11.4 or the Client's violation of any third party's intellectual property rights, both of which are uncapped.

12A.3 Indemnification procedure.ScalaBid will provide the Client with prompt written notice of any claim subject to indemnification, allow the Client to control the defense and settlement of the claim (provided that no settlement requires ScalaBid to admit liability or pay any amount without ScalaBid's prior written consent), and provide reasonable cooperation at the Client's expense.

Section 13 — Privacy and Data Processing

The collection, use, and processing of personal data is governed by ScalaBid's Privacy Policy and Data Processing Addendum, available at scalabid.com/privacy-policy. By accepting this Agreement, the Client consents to document processing, AI-assisted proposal drafting, and data handling as described in those documents.

Key data handling commitments incorporated by reference:

• Client data is stored on infrastructure located in the United States;
• Authorized ScalaBid personnel may access Client data from locations outside the United States, subject to the security controls described in the Privacy Policy;
• ScalaBid does not use Client data to train any AI model and does not authorize its AI processing providers to do so;
• AI processing providers operate under their published commercial terms applicable to ScalaBid's account tier, with retention windows disclosed in the Privacy Policy;
• Uploaded documents and generated artifacts are retained for up to twelve (12) months after tender completion, subject to earlier deletion upon Client request;
• Role-based access controls, encryption in transit, and encryption at rest are implemented as described in the Privacy Policy.

For privacy or data-related matters, contact: legal@scalabid.com

Section 14 — No Guarantee of Results

ScalaBid makes no representation, warranty, or guarantee that:

• Use of its deliverables will result in the Client being awarded any contract;
• The Proposal Narrative will be evaluated favourably by any procuring authority;
• The Client will meet any specific eligibility threshold for any procurement;
• Submission of a ScalaBid deliverable will result in any commercial outcome;
• The Client's bid will be deemed responsive, compliant, or eligible by the procuring authority;
• Any specific procurement requirement will be satisfied by the Submission Package alone, without the Client's independent completion of all attachments and submission items required under Section 4A.

Contract award decisions are made solely by the procuring authority based on criteria entirely outside ScalaBid's control. The Client acknowledges this and agrees that ScalaBid's obligation is limited to producing professionally written documentation responsive to the Tender Documents provided.

Section 15 — Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING THE QUALITY STANDARD IN SECTION 3.2 AND THE DELIVERY GUARANTEE IN SECTION 5.3), ALL SERVICES ARE PROVIDED ON A PROFESSIONAL-EFFORTS BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. SCALABID EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SCALABID DOES NOT WARRANT THAT DELIVERABLES WILL BE ACCEPTED BY ANY PROCURING AUTHORITY, THAT THEY WILL MEET ANY SPECIFIC PROCUREMENT REQUIREMENT NOT IDENTIFIED IN THE TENDER DOCUMENTS PROVIDED BY THE CLIENT, OR THAT THE CPAP CONSTITUTES A COMPLETE LIST OF SUBMISSION REQUIREMENTS.

Section 16 — Limitation of Liability

16.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCALABID'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO SCALABID IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

16.2 Exclusion of Consequential Damages

IN NO EVENT SHALL SCALABID BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOST PROFITS OR REVENUE;
• LOSS OF CONTRACT OR BUSINESS OPPORTUNITY;
• MISSED SUBMISSION DEADLINES CAUSED BY INCOMPLETE OR LATE CLIENT-SUPPLIED DOCUMENTS;
• ANY OUTCOME OF ANY BID, TENDER, OR PROCUREMENT PROCESS;
• ANY DECISION BY A PROCURING AUTHORITY;
• LOST OR REJECTED BIDS, DEBARMENT, OR INELIGIBILITY DETERMINATIONS;
• LOSS OF DATA OR DOCUMENTS NOT CAUSED BY SCALABID'S GROSS NEGLIGENCE.

THIS EXCLUSION APPLIES EVEN IF SCALABID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Bargained Allocation of Risk

The Client expressly acknowledges and agrees that:

(a) The fees charged by ScalaBid reflect the allocation of risk set out in this Agreement, including the limitation of liability in this Section 16, the indemnification structure in Section 12A, and the Client's final review obligations under Section 4A;

(b) ScalaBid's fees would be materially higher if ScalaBid were to assume liability for downstream procurement outcomes, lost contracts, or consequential damages;

(c) The Client has the opportunity, and the Client acknowledges that it is the Client's responsibility, to obtain and maintain its own insurance coverage (including but not limited to professional liability, errors and omissions, and bid bond coverage) to address risks associated with bid preparation, submission, and procurement outcomes;

(d) ScalaBid does not represent that it carries any specific insurance coverage, and the fees charged do not include any allocation for insurance against Client-side procurement losses;

(e) The Client would not be willing to pay materially higher fees that would be required if ScalaBid were to assume the risks excluded under this Agreement;

(f) The allocation of risk under this Agreement is a fundamental basis on which the parties agreed to enter into this Agreement, and ScalaBid would not have entered into this Agreement on different terms.

Section 17 — Termination

17.1 Termination by ScalaBid

ScalaBid may suspend or terminate the Client's account, with or without notice and without refund, in the event of:

• Material breach of any provision of this Agreement;
• Non-payment or repeated late payment;
• Initiation of chargebacks or payment disputes inconsistent with this Agreement;
• Submission of fraudulent documents or misrepresentation of company information;
• Conduct that creates legal, regulatory, or reputational risk for ScalaBid;
• Abusive conduct toward ScalaBid staff.

17.2 Effect of Termination

Upon termination: all pending work may be discontinued; all unused bid allocations and Service Credits are forfeited immediately; no refunds are issued for any reason related to a termination for cause.

17.3 Termination by Client

The Client may cancel a Subscription Plan per Section 9. PAYG and bundle purchases are non-cancellable once Processing has commenced.

Section 18 — Force Majeure

Neither party is liable for delays or failure to perform caused by circumstances beyond their reasonable control, including but not limited to: natural disasters, acts of government or regulatory authority, widespread infrastructure or internet outages, cyberattacks on third-party systems, and material disruptions affecting ScalaBid's AI processing providers, cloud infrastructure providers, payment processors, or other essential service providers that materially prevent ScalaBid from performing within its standard delivery timelines.

ScalaBid will notify the Client within one (1) Business Day of any force majeure event materially affecting delivery and will use reasonable efforts to resume performance as soon as practicable. If a force majeure delay exceeds five (5) business days, either party may cancel the affected order without penalty, and ScalaBid will issue a Service Credit for the fee paid.

Section 19 — Governing Law and Dispute Resolution

19.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law principles.

19.2 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve any dispute informally. The complaining party must send a written notice describing the dispute to the other party (the "Dispute Notice") at legal@scalabid.com. Within fifteen (15) business days of receiving a Dispute Notice, the parties will attempt to negotiate a resolution in good faith, including at least one call or video conference between authorized representatives. If the dispute is not resolved within thirty (30) calendar days of the Dispute Notice, either party may proceed to arbitration.

19.3 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, validity, breach, or termination, that is not resolved under Section 19.2 shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as amended from time to time.

• Seat: New York, New York, USA
• Language: English
• Arbitrator: A single arbitrator, agreed upon by the parties or appointed by AAA under its standard selection process.
• Confidentiality: All arbitration proceedings, submissions, and decisions are confidential.

19.4 Small Claims Exception

Notwithstanding Section 19.3, either party may bring a claim in small claims court in New York County, New York, if the claim qualifies under applicable small claims rules, as an alternative to arbitration.

19.5 Emergency Relief

Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction in New York solely to prevent irreparable harm pending the outcome of arbitration. Seeking such relief does not waive either party's right to arbitration.

19.6 Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN THE CLIENT'S INDIVIDUAL CAPACITY. THE CLIENT WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE PROCEEDING, OR REPRESENTATIVE ACTION AGAINST SCALABID. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER A CLASS PROCEEDING.

19.7 Time Limitation

Any claim arising under this Agreement must be brought within one (1) year of the date on which the cause of action arose. Claims not brought within this period are permanently barred.

19.8 Enforcement of Awards

Arbitration awards are enforceable solely against the assets of ScalaBid's operating entity. The Client agrees that, pending the conclusion of arbitration and entry of a final award, the Client shall not initiate any prejudgment attachment, garnishment, or similar proceeding against any ScalaBid payment processor account, merchant account, or third-party-held funds. Nothing in this Section 19.8 limits the enforcement of a final arbitration award through proper post-judgment procedures.

Section 20 — Procurement and Regulatory Disclaimers

20.1 Service Provider Status

ScalaBid is engaged by the Client as a documentation services provider. ScalaBid is not, and shall not be deemed to be:

• A "subcontractor" within the meaning of any federal, state, or local procurement code;
• A "supplier" or "vendor" within the meaning of any procurement code;
• A "service provider," "consultant," or "contractor" subject to flow-down compliance obligations under any procurement framework;
• A party to the Client's contract with any procuring authority.

20.2 Frameworks Not Applicable

ScalaBid does not represent, warrant, or commit that its services or its data handling practices comply with any of the following frameworks or requirements, and the Client shall not represent to any third party that ScalaBid maintains such compliance:

• Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS);
• FedRAMP (any baseline);
• ITAR (International Traffic in Arms Regulations);
• EAR (Export Administration Regulations);
• CMMC (Cybersecurity Maturity Model Certification);
• CJIS (Criminal Justice Information Services Security Policy);
• HIPAA (Health Insurance Portability and Accountability Act);
• PCI-DSS (Payment Card Industry Data Security Standard);
• NIST 800-171 or 800-53;
• State-level "mini-FAR" frameworks (including but not limited to California Public Contract Code provisions, New York State Procurement Lobbying Law obligations);
• Prevailing wage, certified payroll, or apprenticeship utilization flow-down obligations;
• DBE, MBE, WBE, SBE, or other participation goal certification requirements;
• Buy America / Buy American provisions;
• E-Verify or workforce eligibility verification flow-down requirements;
• Any procurement framework not expressly identified in writing as applicable to ScalaBid's services.

20.3 Client Responsibility for Procurement Compliance

The Client is solely responsible for: (i) determining what procurement frameworks apply to its bid activities; (ii) ensuring that its bid submissions comply with all applicable procurement frameworks; (iii) obtaining any required certifications, clearances, registrations, or compliance attestations; (iv) flowing down any required obligations to its own subcontractors and service providers (which do not include ScalaBid); and (v) responding to any procurement audit, inquiry, or enforcement action.

20.4 Recommended Client Insurance and Bonding

ScalaBid recommends, but does not require, that the Client maintain its own insurance coverage appropriate to its bid activities, including without limitation: commercial general liability insurance, professional liability / errors and omissions insurance, bid bond capacity, and cyber liability insurance. The fees charged by ScalaBid do not include any allocation toward such coverage. The Client's failure to maintain appropriate coverage does not shift any risk to ScalaBid.

Section 21 — General Provisions

21.1 Independent Contractor

ScalaBid is an independent contractor. Nothing in this Agreement creates any employment, partnership, agency, joint venture, or fiduciary relationship between the parties.

21.2 Entire Agreement

This Agreement, together with the accepted Quote and the Privacy Policy and DPA at scalabid.com/privacy-policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, understandings, or agreements.

21.3 Amendments

ScalaBid may amend this Agreement at any time by posting the updated version at scalabid.com/terms with a revised effective date. For active Subscription Plan clients, material changes will be communicated by email to the registered account address at least 14 days before taking effect. Continued use of the services after the effective date constitutes acceptance of the updated terms. PAYG and bundle orders are governed by the terms in effect at the time of purchase.

21.4 Severability

If any provision of this Agreement is found by a court or arbitrator to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full force.

21.5 No Waiver

Failure by either party to enforce any provision of this Agreement at any time does not constitute a waiver of the right to enforce that provision in the future.

21.6 Assignment

The Client may not assign or transfer any rights or obligations under this Agreement without ScalaBid's prior written consent. ScalaBid may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Client.

21.7 Notices

Formal notices under this Agreement must be sent in writing to legal@scalabid.com. Notices are deemed received on the next business day after sending, provided no delivery failure is received. General support and service communications may be directed to contact@scalabid.com.

21.8 Operating Entity

ScalaBid is a professional services brand operated by VIIXI FZC, a company registered under the Sharjah Publishing City Free Zone, United Arab Emirates. Notwithstanding the place of incorporation of the operating entity, this Agreement is governed exclusively by the laws of the State of New York, United States, and all disputes are subject to AAA arbitration seated in New York as provided in Section 19.

21.9 Relationship of Parties

ScalaBid operates as an independent professional services provider. No fiduciary, advisory, or agency relationship is created by this Agreement.

21.10 Survival

The following sections survive termination or expiration of this Agreement: 4A (Final Review and Submission Responsibility, with respect to bids submitted prior to termination), 8.5 (Service Credits), 11 (Intellectual Property), 12 (Confidentiality), 12A (Indemnification by Client), 14 (No Guarantee of Results), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 19 (Governing Law and Dispute Resolution), 20 (Procurement and Regulatory Disclaimers), and this Section 21.10.

Section 22 — Contact and Company Information

• Operating brand: ScalaBid
• Website: scalabid.com
• General contact: contact@scalabid.com
• Legal contact: legal@scalabid.com
• US mailing address (correspondence only): 800 N King Street, Suite 304-1426, Wilmington, DE 19801, United States

The US mailing address listed above is provided for convenience of US-based correspondence only and does not constitute a place of business, registered office, or service-of-process address for the operating entity.

End of Terms of Service.

See also: Privacy Policy and Data Processing Addendum.