Terms of Service — BidLibrary AI

Operated by Apexar Ltd Last updated: 2026-05-31 Version: 1.2

1. Introduction and parties

These Terms of Service ("Terms") govern your use of BidLibrary AI (the "Service"), operated by:

Apexar Ltd ("Apexar", "we", "our", "us") A private limited company registered in England and Wales Company number: 17203546 Registered office: 18 Tarrant Court, Ingleside Drive, Stevenage SG1 4RG, United Kingdom Contact: info@apexar.co.uk

By creating an account, signing up to a paid plan, or otherwise using the Service, you ("Customer", "you", "your") agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of an organisation (an "Account Holder Firm"), you represent that you have the authority to bind that organisation, and "you" and "your" refer to the organisation. The Service is intended for business use only.

2. The Service

The Service is an AI-assisted bid-writing platform aimed at UK engineering consultancies. It allows you to upload bid and tender documents (RFPs, ITTs, qualification questionnaires, prior proposals, etc.), search and analyse them with AI assistance, and generate draft responses to new opportunities.

The Service uses third-party AI providers (currently Anthropic for Claude language models and Voyage AI for embeddings) to process your content. Sub-processors are listed in our Privacy Policy at https://bidlibrary.apexar.co.uk/privacy.

2.1 What the Service is

A productivity tool. AI-generated suggestions you can review, adapt, and use in your firm's bid responses.

2.2 What the Service is NOT

Not a substitute for professional judgement. All AI outputs require human review by a qualified bid manager, technical lead, or other competent person at your firm before being submitted to a third party.
Not a legal, financial, or technical advice service. Apexar does not provide professional advice. The AI outputs are not warranted as accurate, complete, or fit for any particular bid.
Not a record-of-truth system. You should not rely on the Service as the sole or authoritative record of your bid history, project specifications, or commercial commitments. Maintain your own authoritative records.

3. Eligibility and account

3.1 You must be 18 or older

The Service is for business use only. By signing up you confirm you are at least 18 years old.

3.2 You must use accurate information

You agree to provide accurate, current, and complete information when creating an account, and to keep it updated.

3.3 You are responsible for your credentials

You must keep your sign-in credentials confidential. You are responsible for all activity carried out under your account. Notify us immediately at info@apexar.co.uk if you suspect unauthorised access.

3.4 One account per individual

Each individual user of the Service must have their own user account. Sharing accounts between individuals is not permitted.

3.5 We may suspend or terminate accounts for cause

We may suspend or terminate your account if you breach these Terms, fail to pay fees when due, or pose a security or legal risk to the Service or to other customers. We will give you reasonable notice and an opportunity to cure where the breach is curable.

4. Acceptable use

You agree NOT to:

Upload any content you do not have the right to share with Apexar and our sub-processors, including content protected by third-party intellectual property, confidentiality, or data-protection obligations you have not satisfied;
Upload content containing special category personal data (UK GDPR Art. 9) or personal data of children, unless you have the necessary lawful basis and have notified us in writing in advance;
Use the Service to generate content that is unlawful, defamatory, fraudulent, infringing, harassing, or that breaches any applicable competition or anti-bribery laws;
Use the Service to attempt to reverse-engineer the underlying AI models, prompts, or proprietary processing pipeline;
Scrape, crawl, or systematically extract data from the Service beyond your own account's content;
Attempt to disrupt the Service (denial of service, exploiting vulnerabilities, etc.) or to gain unauthorised access to any part of it;
Resell the Service or use it to provide a substantially similar service to third parties without our written consent;
Use the Service to train, fine-tune, evaluate, or develop a competing AI product.

If you become aware that content you have uploaded breaches this clause, you must remove it immediately and notify us.

5. Your data and content

5.1 You own your content

You retain all intellectual property rights in the bid documents, attachments, and other content you upload to the Service ("Customer Content"). You also retain rights in any AI outputs generated from your Customer Content for your use.

5.2 You grant Apexar a licence to process Customer Content for the Service

To deliver the Service, you grant Apexar a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, embed, analyse, and otherwise process your Customer Content for the sole purpose of providing the Service to you. This licence ends when the Customer Content is deleted in line with §16 below.

5.3 We will not use your content to train third-party AI models

We will not use your Customer Content to train, fine-tune, or otherwise improve the AI models of Anthropic, Voyage AI, or any other third-party AI provider. Our contracts with these providers contractually prohibit such use. We do not currently train any AI models of our own on Customer Content.

5.4 Data protection

Where Customer Content contains personal data, you (the Customer) are the data controller and Apexar is the data processor. The processing terms are set out in our Privacy Policy at https://bidlibrary.apexar.co.uk/privacy, and (for paid customers) in our separate Data Processing Agreement (DPA) which forms part of the Master Services Agreement.

You warrant that you have all necessary lawful basis to share Customer Content (including any personal data within it) with Apexar and our sub-processors as set out in the Privacy Policy.

5.5 You are responsible for what you upload

You are responsible for the lawfulness, accuracy, and quality of all Customer Content. Apexar does not review Customer Content before processing it.

6. Subscription, fees, and payment

6.1 Subscription model

The Service is provided on a subscription basis. The current standard offer is:

Setup fee: £1,500 (one-off, due at start of subscription)
Monthly subscription: £395 per month (recurring)

All fees are exclusive of VAT. If VAT is chargeable, it will be added at the prevailing rate and shown separately on invoices. (Apexar is currently below the VAT registration threshold; we will notify customers in advance if and when VAT becomes chargeable.)

Prices may be revised from time to time. We will give existing customers at least 30 days' written notice of any price increase, and the new price will apply from the next monthly renewal date after the notice period expires. If you do not accept a price increase, you may cancel the subscription before it takes effect at no further charge.

6.2 Billing

The setup fee and the first monthly fee are invoiced when you sign up. Subsequent monthly fees are invoiced on the same day of each calendar month thereafter. Payment is due within 7 days of the invoice date.

Payment is by bank transfer to the account specified on each invoice. Apexar may, at its discretion, offer card payment via Stripe Payment Links; when this is offered, Stripe acts as the payment processor and the data-processing terms set out in the Privacy Policy will apply.

6.3 Late payment

If payment is not received within 7 days of the invoice date, we may:

Suspend your access to the Service after a further 7 days' written notice to the email address associated with the account; and
Charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate, calculated daily from the due date until paid.

We will not delete your Customer Content during a period of payment suspension; you will retain the §16 export grace window from any subsequent termination.

6.4 Pay-on-proof first month — refund mechanic

We offer a first-month money-back guarantee to give you confidence to try the Service. Specifically:

For the first month of your subscription (counted from the go-live date — the date on which we activate your account, not the date of your sign-up), you may cancel your subscription for any reason or for no reason and receive a full refund of:
- The first month's subscription fee (£395), AND
- The setup fee (£1,500).
To exercise this right, email info@apexar.co.uk within 30 days of the go-live date with the subject line "First-month refund request". You do not need to give a reason.
We will process the refund within 14 days of receiving your request, to the same payment method you used.
From the second month onward, fees become non-refundable in the ordinary course (see §6.5 below) — the first-month money-back right applies only to the first month.

This is a contractual right we grant you; it is not a statutory cooling-off right. Under UK law, business-to-business contracts do not carry a statutory cooling-off period.

6.5 Cancellation after the first month

After the first month, you may cancel your subscription at any time. No refund is given for the current month or any prior period; your access to the Service continues until the end of the current monthly billing cycle, after which billing stops and the §16 termination effects apply.

To cancel, email info@apexar.co.uk from the account-holder email address, or use the in-app cancellation option (when available). We will confirm receipt within 2 working days.

6.6 No automatic refunds on Apexar breach of these Terms

Pro-rata refunds may be issued in the limited circumstances set out in §13.4 below (material breach by Apexar that we fail to cure).

7. Service availability and support

7.1 Target availability

We aim for the Service to be available 99% or more of any given calendar month, measured as the percentage of minutes during which the Service responds to requests with non-error responses, excluding scheduled maintenance and force majeure events. Apexar does not currently offer a contractual Service Level Agreement (SLA) with service credits at the standard subscription tier; SLAs may be negotiated as part of a separate Master Services Agreement for enterprise customers.

7.2 Scheduled maintenance

We will give at least 48 hours' written notice for planned maintenance that requires the Service to be unavailable for more than 15 minutes, and where reasonably possible will schedule it outside UK business hours (Monday–Friday 09:00–17:00 UK time).

7.3 Support

Standard support is provided by email to info@apexar.co.uk, Monday to Friday 09:00–17:00 UK time excluding English public holidays. We aim to acknowledge support requests within 1 working day and to resolve issues within reasonable timescales depending on severity.

8. Apexar's intellectual property

Apexar (and its licensors) own all intellectual property rights in:

The Service software, including the platform, the user interface, the API, and the underlying infrastructure;
Apexar's prompts, model configurations, RAG indexes, embedding schemas, and proprietary processing logic;
Apexar's documentation, brand, name, logos, and marketing materials.

Nothing in these Terms transfers any of Apexar's intellectual property to you. You receive only the right to use the Service in line with these Terms during the subscription term.

8.1 Feedback

If you provide feedback, suggestions, or feature requests, you grant Apexar a perpetual, royalty-free, worldwide licence to use them in developing the Service. We are not obliged to act on or attribute feedback.

9. AI outputs — accuracy, hallucination, and human review

9.1 AI outputs are not warranted

Outputs generated by the Service ("AI Outputs") are produced by third-party large language models (currently Anthropic's Claude). Large language models can:

Produce factually incorrect statements ("hallucinations"), including fabricating citations, statistics, project references, and quoted standards;
Misinterpret your source documents;
Apply outdated information or assumptions;
Generate content that is grammatically fluent but technically wrong.

Apexar provides AI Outputs on an "as-generated" basis. We do not warrant that AI Outputs are accurate, complete, current, suitable for any particular purpose, or free from defects.

9.2 Human review is required

You agree that you will not submit any AI Output to a third party (including a client, a procurement authority, a regulator, or a public body) without first reviewing and verifying it through a competent qualified person at your firm (typically a bid manager, technical lead, or relevant chartered professional).

The AI Outputs are drafts and starting points, not final deliverables.

9.3 You are responsible for the bid you submit

The bid response you ultimately submit to your end-client is your professional product, not Apexar's. You are solely responsible for its accuracy, technical soundness, regulatory compliance, pricing, deliverability, and any consequences of submitting it.

10. Confidentiality

Each party may receive confidential information from the other in the course of using the Service. "Confidential Information" means any information disclosed by one party to the other that is identified as confidential, or that a reasonable business person would consider confidential — including Customer Content, Apexar's pricing structure, Apexar's proprietary prompts and processing logic, and either party's commercial plans.

The receiving party will:

Use Confidential Information only for the purpose of performing under these Terms;
Disclose it only to its employees and contractors who need to know it for that purpose and who are bound by equivalent confidentiality obligations;
Protect it with at least the same degree of care as it protects its own Confidential Information, and in any event with no less than reasonable care;
Not disclose it to any third party except as permitted in these Terms or required by law.

This clause does not apply to information that:

Is already in the public domain through no fault of the receiving party;
Was lawfully in the receiving party's possession before disclosure;
Is independently developed without reference to the Confidential Information; or
Must be disclosed by law, court order, or a regulator's notice — in which case the receiving party will (where legally permitted) give the disclosing party prompt notice and an opportunity to seek a protective order.

Confidentiality obligations survive termination of these Terms for 3 years.

11. Warranties

11.1 Mutual warranties

Each party warrants to the other that:

It has the right and authority to enter into these Terms;
Its performance under these Terms will not breach any other agreement it has;
It will comply with all laws applicable to its use of, or provision of, the Service.

11.2 Apexar's service warranty

Apexar warrants that it will provide the Service with reasonable care and skill, consistent with industry standards for AI-assisted SaaS products. This warranty mirrors the implied term under the Supply of Goods and Services Act 1982 (as amended).

11.3 Customer's content warranty

You warrant that:

You have the right to upload all Customer Content and to grant the licence in §5.2;
Customer Content does not infringe any third-party intellectual property, confidentiality, or data-protection rights;
Any personal data within Customer Content is shared with Apexar lawfully and on a basis you have determined (you being the controller).

11.4 No other warranties

Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the maximum extent permitted by law, Apexar excludes all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise — including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

This exclusion does not apply to any warranties or rights that cannot be lawfully excluded under English law.

12. Indemnification

12.1 You indemnify Apexar

You will indemnify, defend, and hold harmless Apexar (and its directors, employees, and contractors) against any third-party claim, loss, damage, fine, or expense (including reasonable legal fees) arising from:

Your breach of §4 (Acceptable use), §5.4 (Data protection lawful basis), or §11.3 (Content warranty);
Customer Content infringing or alleged to infringe a third-party's intellectual property or other rights;
Your use of an AI Output in a bid submission or other dealing with a third party (where the consequences of using that AI Output give rise to a claim against Apexar).

12.2 Apexar's indemnity for third-party IP claims against the Service itself

Apexar will defend you against any third-party claim that your use of the Service (as delivered by us, without modification by you, and used in accordance with these Terms) directly infringes a UK intellectual property right of that third party. Apexar will pay damages and reasonable legal costs awarded in such a claim, up to the cap set out in §13. This is your sole and exclusive remedy for IP claims by third parties.

This indemnity does not apply to claims based on Customer Content, on AI Outputs (which are produced by third-party models), on your modifications to the Service, or on your use of the Service in combination with anything we did not provide.

12.3 Indemnification procedure

The indemnified party must: (i) promptly notify the indemnifying party in writing of the claim; (ii) give sole control of the defence and settlement to the indemnifying party (provided the settlement does not impose any non-monetary obligation on the indemnified party without consent); and (iii) cooperate reasonably at the indemnifying party's expense.

13. Limitation of liability

13.1 Liabilities that cannot be excluded

Nothing in these Terms excludes or limits either party's liability for:

Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation;
Any other liability that cannot lawfully be excluded or limited.

13.2 Excluded loss categories

Subject to §13.1, neither party will be liable to the other for any:

Loss of profit, revenue, or anticipated savings;
Loss of business, business opportunities, or goodwill;
Loss of, or corruption of, data (except where caused by our breach of our security obligations under §5 of the Privacy Policy);
Lost or wasted bid opportunities, lost bids, or lost contracts arising from use of AI Outputs;
Indirect, consequential, or special losses.

13.3 Aggregate cap on direct liability

Subject to §13.1 and §13.2, each party's total aggregate liability to the other under or in connection with these Terms — in contract, tort (including negligence), breach of statutory duty, or otherwise — is limited to the total amount of fees paid by you to Apexar in the 12 months immediately preceding the event giving rise to the claim.

This cap applies in the aggregate to all claims arising under these Terms, not per claim.

13.4 Pro-rata refund for material breach by Apexar

If Apexar materially breaches these Terms and fails to cure the breach within 30 days of your written notice specifying the breach, you may terminate the subscription with immediate effect and receive a pro-rata refund of any subscription fees paid in advance for the unused portion of the current monthly billing cycle. This is in addition to any other rights you may have at law.

13.5 AI Output disclaimer is fundamental

You acknowledge that the limitations in §13.2 (including the exclusion of liability for losses arising from use of AI Outputs) are reasonable given:

The inherent unreliability of large language model outputs (see §9);
Your obligation under §9.2 to have AI Outputs reviewed by a competent qualified person;
The price point of the Service relative to the potential value of bid contracts;
The availability of cyber liability and professional indemnity insurance to cover risks at the level of bid value.

14. Force majeure

Neither party is liable for any failure or delay in performing its obligations under these Terms caused by an event beyond its reasonable control — including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or telecommunications failure (other than at the party's own premises), failures of upstream sub-processors (Anthropic, Voyage, Supabase, Vercel, Cloudflare, etc.), industrial action, or fire, flood, or earthquake.

The affected party will notify the other promptly and will take reasonable steps to mitigate. If the event continues for more than 30 days, either party may terminate the subscription with no further liability beyond fees already accrued, and the §16 termination effects will apply.

15. Data protection

The processing of personal data in connection with the Service is governed by our Privacy Policy at https://bidlibrary.apexar.co.uk/privacy.

The data-protection provisions of these Terms (in particular §5.4) together with the Privacy Policy constitute the data-processing terms required by UK GDPR Art. 28.

For enterprise or volume customers, these Art. 28 terms may be supplemented or replaced by a separate Data Processing Agreement (DPA) executed as part of the Master Services Agreement. Where such a DPA is executed, it prevails over these Terms in the event of conflict on data-protection matters.

16. Term and termination

16.1 Term

These Terms come into effect when you create an account and continue until terminated in accordance with this §16.

16.2 Termination by you

You may cancel your subscription at any time per §6.4 (first-month money-back right) or §6.5 (ordinary cancellation, no refund).

16.3 Termination by Apexar

Apexar may terminate or suspend your subscription:

For cause, with reasonable written notice and an opportunity to cure where the breach is curable, if you materially breach these Terms;
Immediately, if you become insolvent, enter administration, propose a CVA, or are wound up;
Immediately, if continued provision would expose Apexar to legal or regulatory risk;
For convenience, with at least 60 days' written notice (in which case Apexar will refund any subscription fees paid in advance for the period after termination).

16.4 Effects of termination — the 60-day export grace

When the subscription ends (for any reason):

From the cancellation effective date, your right to access the Service ends. We may continue to provide read-only access for the purposes of export below at our discretion.
For 60 days from the cancellation effective date, you have the right to export your Customer Content and AI Outputs. Email info@apexar.co.uk to request a bulk export; Apexar will deliver your Customer Content (source documents in their original format plus a structured JSON export of AI Outputs, queries, citations, and RFP analyses) within 14 days of the request.
At the end of the 60-day window, Apexar will permanently delete:
- Your account data;
- All Customer Content;
- All AI Outputs derived from Customer Content;
- All embeddings and RAG index entries derived from Customer Content.
Billing records and invoices are retained per the Privacy Policy (currently 7 years for UK tax law compliance).
At your express written request during the 60-day window, we will delete your Customer Content earlier — see UK GDPR Art. 17 (right to erasure).

16.5 Clauses that survive termination

The following clauses survive termination of these Terms: §5.1 (Customer IP ownership), §5.3 (no use of content for AI training), §8 (Apexar IP), §9 (AI Output disclaimer in respect of any prior outputs), §10 (Confidentiality — for 3 years), §11.4 (warranty exclusions), §12 (Indemnification — for claims arising during the term), §13 (Limitation of liability), §15 (Data protection — to the extent residual data remains), §16.4 (Effects of termination), and §17 (General).

17. General

17.1 Changes to these Terms

We may update these Terms from time to time. For material changes (e.g. changes to pricing, liability, data handling, or your core rights), we will give existing customers at least 30 days' written notice by email to the address associated with the account. Continued use of the Service after the notice period constitutes acceptance.

For non-material changes (e.g. clarifications, typo corrections, contact-detail updates), we will update the published Terms at https://bidlibrary.apexar.co.uk/terms without separate notice.

The "Last updated" date at the top of these Terms reflects the most recent revision.

17.2 Notices

Notices to Apexar: by email to info@apexar.co.uk and (for matters requiring written notice) by recorded delivery to: Apexar Ltd, 18 Tarrant Court, Ingleside Drive, Stevenage SG1 4RG, United Kingdom.
Notices to you: by email to the address associated with your account.
Effective receipt: an email notice is effective when sent (in the absence of bounceback); a postal notice is effective 2 working days after posting.

17.3 Assignment

You may not assign or transfer your rights under these Terms without Apexar's prior written consent. Apexar may assign these Terms to any successor (e.g. on a sale of the business) without consent, provided the successor agrees to be bound by them.

17.4 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.

17.5 Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them. This does not affect any right or remedy of a third party that exists or is available apart from that Act.

17.6 Waiver

A failure or delay by either party to enforce any provision of these Terms is not a waiver of that provision. A waiver, to be effective, must be in writing and signed by the party giving it.

17.7 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force. The parties will negotiate in good faith to replace the offending provision with a valid one that achieves the same commercial intent.

17.8 Entire agreement

These Terms (together with the Privacy Policy and, where applicable, the Master Services Agreement + DPA) constitute the entire agreement between you and Apexar in relation to the Service. They supersede all prior agreements, representations, and understandings.

17.9 Governing law

These Terms and any dispute arising out of or in connection with them (including non-contractual disputes) are governed by the law of England and Wales.

17.10 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute. This does not prevent either party from seeking urgent injunctive relief in any competent court.

Contact

For any questions about these Terms:

Email: info@apexar.co.uk
Post: Apexar Ltd, 18 Tarrant Court, Ingleside Drive, Stevenage SG1 4RG, United Kingdom