Terms of Service

Unconventional Group (operating as AltaPro AI), in conjunction with the founding partner are providing this software. These Terms of Service (the “Terms”) form a binding agreement between you and those parties, together operating as BidPros (“BidPros”, “we”, “us”), governing your access to and use of the BidPros website, applications and services (together, the “Service”).

By creating an account, requesting access, clicking to accept, or using the Service, you agree to these Terms and to our Privacy Policy. If you are entering into these Terms on behalf of a business, you represent that you have authority to bind that business, and “you” refers to that business. If you do not agree, do not use the Service.

The Success-Fee Agreement forms part of these Terms. Where it addresses the success fee in more detail, it governs.

• “Account” — the verified workspace created for your business, including every user you invite to it.
• “Member” — a verified business that holds an Account.
• “Buyer” — the organization issuing an opportunity, whether a public body or a business posting a commercial RFP.
• “Opportunity” — a tender, RFP, bid request or similar posting listed in the catalog, whether drawn from a public source or posted by a Member.
• “Catalog” — the central, shared set of Opportunities available through the Service.
• “Claim” — pulling an Opportunity into your private workspace to work on it.
• “Output” — material generated by the Service’s artificial-intelligence features, including drafted proposal text, extracted quantities and suggested pricing.
• “Member Content” — everything you put into or generate through the Service: company details, rates, proposals, documents, and any RFPs you post.
• “Verified Win” — an award that satisfies section 11.

The Service is for businesses, not for personal or household use. You must be at least 18 years old and capable of forming a binding contract.

Access requires business verification. You provide a business registration number — a CRA Business Number, provincial corporate registry number, or WCB/insurance number — plus at least one supporting proof document. We review that information before granting access. Valid registrations are approved; the rest are reviewed by hand.

You agree that everything you submit is accurate, current, and yours to share. We may decline, suspend or revoke access if verification cannot be completed, if information proves false, or if your registration lapses. Verification is a check on the records you give us — it is not an endorsement, a credit check, a guarantee of your solvency or competence, and it is not a representation to any Buyer about you.

You are responsible for the accuracy of your registration details, for keeping credentials confidential, and for all activity under your Account — including anything done by a user you invite. Email hello@bidpros.ca promptly if you believe your Account has been accessed without authorization.

Users you invite act on your behalf and can see your Account’s Opportunities, drafts, rates and pipeline. Removing a user is your responsibility, and you should do it as soon as they leave your business.

BidPros surfaces Opportunities into one Catalog, scores them against your profile, drafts and prices proposals in your private workspace, helps you submit them, and tracks each bid through to the award.

BidPros is not a party to any contract between you and a Buyer. Any proposal, price, scope of work or commitment you submit is yours. You alone are responsible for the accuracy of your pricing, the adequacy of your terms, the performance of the work, and compliance with every law, licensing, permitting, bonding, insurance, lien, prevailing-wage, health-and-safety and tax obligation that applies to your trade and jurisdiction.

We are not your agent, broker, bid depository, or representative before any Buyer, and we do not provide legal, accounting, tax, engineering, insurance or professional estimating advice. Nothing in the Service is such advice.

The Service is provided on an “as is” and “as available” basis. We may add, change or remove features.

Opportunities are drawn from publicly available sources — including government procurement postings — and from commercial RFPs posted by Members. We normalize them into a single Catalog and score them against your profile.

The Catalog is a convenience, not the official record. We do not guarantee that any Opportunity is current, complete, accurately transcribed, or still open, and a source may change, correct, extend, amend or cancel a posting without notifying us. Closing dates, addenda, mandatory site meetings, bonding requirements and submission formats are set by the Buyer, not by us.

Before you bid, you must review the underlying source posting and its requirements yourself. You are responsible for meeting every deadline and formality. We are not liable for a missed deadline, a missed addendum, a disqualified submission, or an Opportunity that does not appear in your feed.

The Catalog is licensed to you for use inside the Service only. Scraping, exporting in bulk, reselling or redistributing it is prohibited under section 17.

The Service uses artificial intelligence to score Opportunities, draft proposal text in your voice, extract a tender’s stated quantities, and price them against the rates saved in your Account. Output is a draft for your review. It can contain errors, omissions, wrong quantities, misread requirements, or prices that do not reflect your real costs or current market.

Pricing covers crew and equipment time only. Materials are excluded, and so are subcontractors, bonding, insurance, permits, mobilization, disposal fees and taxes unless you add them yourself. Where a tender states no quantities, the Service falls back to a coarser crew-day estimate, and the draft records which method was used.

You must review, verify and approve every proposal and every number before you submit it. By submitting, you adopt it as your own. We are not responsible for any loss arising from underquoting, omitted scope, an unprofitable award, or any other inaccuracy in Output that you approve and submit.

Output is not guaranteed to be unique; similar profiles and similar Opportunities may produce similar drafts for other Members. As between you and us, you own the Output you generate, subject to our rights in the underlying Service.

To provide these features, your profile, rates and the Opportunity text are transmitted to our third-party AI provider for processing. We do not sell your data, and we do not permit your Member Content to be used to train third-party public models.

Proposals are submitted under your company, not ours — by email from an account you connect, or through a Buyer’s portal using credentials you supply. Your name, your signature, your bid.

When you connect an email account or portal credentials, you authorize us to use them for the limited purpose of preparing and sending submissions you direct. You are responsible for having the right to connect that account, for complying with the rules of any portal you connect, and for the content of everything sent. Connected credentials are encrypted at rest. You can disconnect at any time.

Delivery depends on networks, mail providers and Buyer portals that we do not control. We do not guarantee that a submission will arrive, arrive on time, or be accepted, and you should confirm receipt with the Buyer for any bid that matters.

BidPros is free to join and free to use. There is no subscription, no per-bid charge, no seat charge and no setup fee. Claiming, drafting, pricing and submitting never trigger a charge.

Our only charge is the success fee in section 10. If we ever introduce a paid tier or an optional add-on, it will be optional and priced before you agree to it.

The fee is 5% of the awarded contract value, excluding GST/HST and other transaction taxes, and is itself subject to applicable taxes. It applies once per awarded contract.

The fee applies only where all of the following are true:

• the Opportunity was sourced through the Service (it appeared in your Catalog, feed, or a Member RFP);
• you Claimed it in your Account;
• you submitted a proposal for it; and
• the award is a Verified Win under section 11.

The fee does not apply to work you sourced independently of the Service, to contracts awarded to you before you joined, or to an Opportunity you never Claimed.

Change orders, extensions and renewals. The fee is calculated on the value awarded at the time of award. Later change orders, extensions, renewals and additional phases of the same contract are not charged again unless we agree otherwise in writing.

If the award shrinks or is cancelled. If the awarded contract is cancelled before work begins, or the awarded value is formally reduced by the Buyer, tell us and we will cancel or pro-rate the fee accordingly, refunding any excess already paid. We do not charge a fee on work that was never awarded to you.

A Verified Win requires two things together:

1. Objective evidence of the award to your business — a public award notice, an award letter, or a purchase order naming your business; and
2. your own confirmation of the awarded value, submitted in your Account.

You agree to confirm an award within 30 days of receiving it for any Opportunity you Claimed through the Service, and to provide reasonable proof of the awarded value on request. Submitting false or altered award documents, or concealing an award to avoid the fee, is a material breach of these Terms.

Where a public award notice exists, we may rely on it. If our records and your confirmation disagree, section 13 applies.

We invoice the success fee after the win is verified. Invoices are payable in Canadian dollars within 30 days of the invoice date, by the payment methods offered in your Account.

Overdue amounts may accrue interest at 1.5% per month (19.56% per year) from the due date until paid, and we may suspend your Account while a properly owed invoice is overdue. You are responsible for taxes other than taxes on our income.

If you believe a fee is wrong — wrong amount, wrong contract, or an Opportunity you did not source through us — tell us at hello@bidpros.ca within 30 days of the invoice with the reason and any supporting documents. We will review it in good faith, pause collection on the disputed portion while we do, and correct the invoice if you are right. Undisputed amounts remain payable.

BidPros is a two-sided network: Members may also post commercial RFPs and bid requests. You retain ownership of your Member Content.

If you post an RFP, you are responsible for its accuracy and legality, for having the right to award the work, and for honouring the terms you publish. The details you choose to publish are shared with matched Members so they can respond. Do not post content you have no right to share, or that is misleading, unlawful or infringing.

Posting an RFP does not obligate you to award it, and it does not make BidPros responsible for any resulting contract, dispute or non-payment between you and a bidder. We may remove any posting that breaches these Terms.

Any contract, negotiation, payment or dispute between you and a Buyer or another Member is solely between those parties. We do not hold funds, act as escrow, guarantee performance, guarantee payment, or vouch for the suitability of any Member or Buyer beyond the registration check described in section 3. We may, but are not obliged to, help resolve a dispute.

You agree not to, and not to permit anyone else to:

• misrepresent your identity, your business, your certifications or your eligibility to bid;
• upload false, forged or altered verification documents or award proofs;
• conceal an award, or otherwise act to avoid a fee properly owed;
• scrape, bulk-export, resell or redistribute the Catalog, another Member’s content, or any part of the Service;
• use the Service to build a competing product, or reverse engineer it, except where law forbids that restriction;
• submit bids you have no genuine intention or capacity to perform, or engage in bid-rigging, collusion, or price-fixing with other Members;
• upload malware, or probe, breach or circumvent our security, authentication or rate limits;
• violate any applicable law or the rules of any procurement source or Buyer portal;
• send unsolicited bulk email through connected accounts, or otherwise breach Canada’s Anti-Spam Legislation (CASL);
• impose an unreasonable load on the Service or interfere with other Members’ use of it.

You own your Member Content. We claim no ownership of your proposals, rates, documents or company information.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, display, analyse and otherwise process Member Content in order to operate, secure, support and improve the Service, and as otherwise permitted by our Privacy Policy. This licence exists so we can run the Service; it does not transfer ownership.

What we will not do. We do not sell your Member Content. We do not publish it or share it outside our service providers, except where you direct us to (for example, submitting your proposal to a Buyer) or the law requires it. We do not expose your rates, drafts or pipeline to other Members. We do not permit your Member Content to be used to train third-party public AI models.

We may generate and use aggregated, de-identified statistics that do not identify you, your pricing or your business.

You represent that you have the rights and consents necessary to provide the Member Content you submit, and that our processing of it on your instructions will not breach any law or third-party right.

Your rates, margins, drafts and pipeline are confidential to your Account. We restrict access to the people and systems that need it to operate the Service and to comply with law. Per-tenant secrets, including connected account credentials, are encrypted at rest.

The Service relies on third parties — hosting, database, email delivery, AI, storage and payment providers — and integrates with Buyer portals and email accounts you connect. We are not responsible for third-party services, their availability, their terms, or changes they make. Your use of them may be governed by their own agreements.

The Service — its software, matching and pricing logic, design, text, graphics, trademarks and all related intellectual property — is owned by us or our licensors and protected by law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes.

You may not use our name, logo or branding without prior written permission, except to state that you use the Service. All rights not expressly granted are reserved.

If you send us suggestions, feature requests or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use it for any purpose without obligation or compensation to you.

We do not guarantee that you will be matched to any Opportunity, that any proposal will be accepted, or that you will be awarded any contract. Award decisions rest entirely with the Buyer. Nothing in the Service — including a match score, a win-probability label, or any pricing suggestion — is a promise, prediction or warranty of a win.

We aim to keep the Service available and reliable, but we do not commit to any specific uptime unless we have agreed to a separate written service-level agreement with you. The Service may be unavailable during maintenance, updates, or events outside our control.

We may add, change or discontinue features. If we discontinue a material feature or the Service as a whole, we will use reasonable efforts to give advance notice and an opportunity to export your Member Content.

Support is by email at hello@bidpros.ca during normal business hours, Mountain Time.

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms, if verification fails or lapses, if a properly owed invoice is overdue, or if we reasonably believe your use creates a security, legal or operational risk. Where practical, we will give notice and a chance to fix it.

On termination your right to use the Service ends immediately. For at least 30 days afterwards, unless prohibited by law, you may request an export of your Member Content; after that we may delete it, subject to backups and to records we must retain for legal, tax, accounting, security or dispute-resolution purposes.

A Verified Win on an Opportunity you Claimed before termination remains subject to the success fee, as does any award made within 90 days after termination on a bid you submitted through the Service before it.

Sections that by their nature should survive will survive, including data ownership, confidentiality, intellectual property, accrued fees, disclaimers, limitation of liability, indemnification and governing law.

Except as expressly stated in these Terms and to the fullest extent permitted by law, the Service, the Catalog and all Output are provided “as is” and “as available”, without warranties or conditions of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure or error-free, that the Catalog will be complete or current, that Output will be accurate, or that defects will be corrected.

To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, contracts, lost or missed bidding opportunities, anticipated savings, or data, however caused and under any theory of liability, even if we have been advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the total success fees you paid us in the twelve (12) months immediately before the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will defend, indemnify and hold harmless BidPros, its owners and affiliates, and their directors, officers, employees and agents from any claim, demand, loss, liability, damage, fine or expense (including reasonable legal fees) arising out of or related to: your Member Content; any proposal, price, contract or work you perform for a Buyer; any RFP you post; your breach of these Terms or of any law; your infringement of a third party’s rights; or a dispute between you and a Buyer or another Member.

We may update these Terms. If we make a material change, we will give reasonable notice — for example by email or an in-app notice — before it takes effect. Continuing to use the Service after the effective date means you accept the updated Terms. If you do not accept them, stop using the Service. A change to the success-fee rate will never apply retroactively to an Opportunity you Claimed before the change took effect.

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts located in Edmonton, Alberta have exclusive jurisdiction over any dispute, and both parties submit to that jurisdiction — except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Before starting a formal proceeding, contact us at hello@bidpros.ca so we can try to resolve the matter informally. Nothing here limits any non-waivable rights you have under applicable law.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, fire, flood, war, civil unrest, labour disputes, government action, epidemics, failures of the internet or telecommunications, power outages, cyberattacks, or the failure or change of a third-party provider or procurement source.

• Entire agreement. These Terms, the Success-Fee Agreement and the Privacy Policy are the entire agreement between us about the Service and supersede prior discussions.
• Severability. If a provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the rest remains in force.
• No waiver. Failing to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• No third-party beneficiaries. These Terms create no rights for anyone other than you and us.
• Relationship. Nothing here creates a partnership, joint venture, employment or agency relationship between you and us.
• Notices. We may give notice by email to the address on your Account or by posting in the Service. Notices to us go to hello@bidpros.ca.
• Language. The parties have requested that these Terms be drawn up in English. Les parties ont demandé que les présentes conditions soient rédigées en anglais.

Questions about these Terms? Email hello@bidpros.ca. The Service is provided by Unconventional Group (operating as AltaPro AI), in conjunction with the founding partner, based in Edmonton, Alberta, Canada.