Liability Disclaimer

1. Nature of the Service

1.1. TenderGuard AI ("the Platform") is an artificial intelligence-based tool that provides automated preliminary analysis of tender bid documents for potential compliance issues in the context of South African government procurement processes. The Platform utilises natural language processing and machine learning algorithms to analyse documents and generate compliance reports.

1.2. The Platform is intended solely as a supplementary tool to assist bidders, attorneys, and procurement professionals in identifying potential areas of non-compliance. The Platform does not provide legal advice, professional procurement consulting, or any form of professional opinion.

1.3. The analysis, reports, findings, recommendations, compliance scores, risk assessments, and any other outputs generated by the Platform ("the Outputs") are produced by artificial intelligence algorithms and are not the product of human professional judgment. The Outputs should under no circumstances be treated as a substitute for independent legal advice from a qualified South African attorney, or professional procurement advice from a suitably qualified procurement specialist.

2. Use Entirely at Own Risk

2.1. You use the Platform and all Outputs generated by the Platform entirely at your own risk. TenderGuard AI, its directors, shareholders, employees, agents, affiliates, licensors, and service providers (collectively "the TenderGuard Parties") make no representations or warranties of any kind, whether express, implied, or statutory, regarding the Platform or the Outputs.

2.2. Without limiting the generality of clause 2.1, the TenderGuard Parties specifically disclaim all warranties, including but not limited to:

• Any warranty that the Outputs will be accurate, complete, correct, reliable, current, or error-free;
• Any warranty that the Platform will identify all compliance issues, discrepancies, or potential grounds for disqualification in any tender submission;
• Any warranty that reliance on the Outputs will result in a successful tender bid or prevent disqualification;
• Any implied warranty of merchantability, fitness for a particular purpose, or non-infringement;
• Any warranty that the Platform will operate without interruption, be secure, or be free from viruses or other harmful components.

3. Limitation and Exclusion of Liability

3.1. To the maximum extent permitted by the laws of the Republic of South Africa, including the Consumer Protection Act 68 of 2008 (where applicable) and the Electronic Communications and Transactions Act 25 of 2002, the TenderGuard Parties shall not be liable for any loss, damage, claim, cost, or expense of any nature whatsoever, whether direct, indirect, incidental, special, consequential, punitive, or exemplary, arising out of or in connection with:

• Your use of, or inability to use, the Platform;
• Any reliance placed by you or any third party on the Outputs;
• Any errors, omissions, inaccuracies, or deficiencies in the Outputs;
• The failure of the Platform to identify any compliance issue, discrepancy, missing document, or potential ground for disqualification;
• The disqualification of any tender bid, whether or not the Platform was used to review such bid;
• Any loss of tender contracts, business opportunities, revenue, profits, or anticipated savings;
• Any penalties, damages, or costs awarded against you in any legal proceedings relating to tender procurement;
• Any decision made or action taken by you or any third party based on the Outputs;
• Any unauthorised access to or alteration of your documents or data;
• Any interruption, suspension, or termination of the Platform.

3.2. This limitation of liability applies regardless of the legal theory upon which the claim is based, whether in contract (including breach of warranty), delict (including negligence), strict liability, statutory liability, or otherwise, and even if the TenderGuard Parties have been advised of the possibility of such loss or damage.

3.3. In the event that, notwithstanding the foregoing, any court of competent jurisdiction in the Republic of South Africa determines that any of the TenderGuard Parties is liable to you, the aggregate liability of all TenderGuard Parties shall in no event exceed the total fees paid by you to TenderGuard AI in the twelve (12) months immediately preceding the event giving rise to the claim, or the sum of ZAR 1,000.00 (one thousand rand), whichever is the lesser amount.

4. Indemnification

4.1. You hereby indemnify and hold harmless the TenderGuard Parties from and against any and all claims, demands, actions, proceedings, losses, damages, costs, and expenses (including legal costs on an attorney-and-own-client scale) arising out of or in connection with:

• Your use of the Platform and/or the Outputs;
• Any breach by you of this Disclaimer or the Terms of Use;
• Any claim by a third party arising from your use of the Platform;
• Any reliance by any third party on the Outputs that you have shared or made available.

5. AI Limitations and Inherent Risks

5.1. You acknowledge and accept that:

• Artificial intelligence technology, including natural language processing, is inherently imperfect and may produce incorrect, incomplete, or misleading results;
• The Platform may fail to identify compliance issues that a qualified human professional would identify;
• The Platform may incorrectly flag items as non-compliant when they are in fact compliant, or vice versa;
• The Platform's understanding of tender documents may be limited by the quality, format, and legibility of uploaded documents;
• South African procurement legislation, regulations, practice notes, and instruction notes are subject to frequent amendment, and the Platform may not always reflect the most current legal position;
• Different government departments, municipalities, and public entities may have varying interpretations and applications of procurement legislation;
• The Platform cannot assess subjective elements of tender evaluation such as the quality of a bidder's methodology or the reasonableness of proposed timelines;
• The Platform does not verify the authenticity or validity of uploaded documents (e.g., whether a B-BBEE certificate is genuine or whether a tax clearance PIN is valid).

6. Professional Advice Required

6.1. You are strongly advised to obtain independent legal advice from a qualified South African attorney and/or professional procurement advice from a suitably qualified procurement specialist before submitting any tender bid. The Platform is not a substitute for professional advice and should be used only as a preliminary screening tool.

6.2. No attorney-client relationship, professional advisory relationship, or fiduciary duty is created between you and TenderGuard AI or any of the TenderGuard Parties by virtue of your use of the Platform.

7. Applicable Legislation

7.1. While the Platform references and analyses compliance with various South African legislation including, but not limited to, the Preferential Procurement Policy Framework Act 5 of 2000, the Public Finance Management Act 1 of 1999, the Municipal Finance Management Act 56 of 2003, the Broad-Based Black Economic Empowerment Act 53 of 2003, and their respective regulations, the Platform does not purport to provide a definitive legal interpretation of any such legislation.

7.2. The interpretation and application of procurement legislation is a matter for the courts of the Republic of South Africa, and the Outputs should not be construed as a legal opinion on the interpretation of any legislation.

8. No Guarantee of Tender Success

8.1. TenderGuard AI does not guarantee, warrant, or represent that the use of the Platform will result in a successful tender bid, prevent disqualification, or produce any particular outcome in any procurement process. The award of government tenders is subject to numerous factors beyond the scope of the Platform's analysis, including but not limited to the discretion of the evaluating authority, the quality of competing bids, and prevailing policy considerations.

9. Force Majeure

9.1. The TenderGuard Parties shall not be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, or cyberattacks.

10. Severability

10.1. If any provision of this Disclaimer is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Disclaimer, and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the economic, legal, and commercial objectives of the invalid provision.

11. Governing Law and Jurisdiction

11.1. This Disclaimer shall be governed by and construed in accordance with the laws of the Republic of South Africa.

11.2. Any dispute arising out of or in connection with this Disclaimer shall be subject to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria.

11.3. This Disclaimer is subject to the provisions of the Electronic Communications and Transactions Act 25 of 2002, the Consumer Protection Act 68 of 2008 (to the extent applicable), and the Protection of Personal Information Act 4 of 2013.

12. Acceptance

12.1. By creating an account on the Platform, uploading documents for analysis, or otherwise using the Platform, you confirm that you have read, understood, and unconditionally agree to be bound by this Disclaimer.

12.2. If you are using the Platform on behalf of a juristic person (company, close corporation, trust, or other entity), you warrant that you have the authority to bind such juristic person to this Disclaimer, and the term "you" shall include such juristic person.