Terms of Service

PROPOSED – lawyer review Clauses carrying this label, and the highlighted values in them (entity, contacts, governing law, periods), are proposed wording awaiting review by a lawyer. They are published so that the text is complete; the operator removes each label once counsel has approved the clause.

1. Agreement

PROPOSED – lawyer review These terms form a binding agreement between Impararia Solutions, whose registered office address is given on every invoice and on request (“ClearPath”, “we”, “us”), and the person or organisation using the service (“you”). By creating an account, accessing the service, or accepting an invitation to a workspace, you accept these terms and our Acceptable Use Policy, which forms part of them.

If you accept on behalf of an organisation, you confirm you are authorised to bind it, and “you” means that organisation.

2. The service

ClearPath provides workspace-based software for managing leads, opportunities, proposals, bills of quantities, contracts and related business records, with optional AI-assisted drafting, scoring and document extraction.

We may change, add or remove features. Where a change materially reduces core functionality you are paying for, we will give reasonable notice.

3. Accounts, workspaces and seats

A workspace is the unit of tenancy: its data, members and subscription are separate from every other workspace. The person who creates a workspace administers it and is responsible for it, including for what its members do and for paying for the seats it uses.

You are responsible for the accuracy of your account details, for keeping credentials confidential, and for all activity under your account. Tell us promptly through our contact page (subject “Security”) if you suspect unauthorised access.

A person invited into a workspace may hold accounts in other workspaces. Each workspace is billed separately for the access it grants.

4. Subscriptions, fees and taxes

Paid plans are billed in advance for the billing period shown at checkout, and renew automatically until cancelled. Fees are stated exclusive of taxes unless shown otherwise; you are responsible for any applicable taxes, duties or withholdings.

Where a plan includes a number of seats or an allowance of storage, additional seats or storage may be added during a period and charged accordingly. Reducing seats or downgrading takes effect at the end of the current billing period.

Where a plan includes an AI allowance, that allowance is for the billing period and does not carry over — whatever is unused when the period ends is not refunded, credited or extended. Additional AI capacity may be purchased separately; purchased capacity does carry over while your subscription remains active, is non-refundable except where required by law, and is forfeited when the subscription ends. Purchased capacity is drawn on only after the included allowance for the period is exhausted.

Except where required by law, fees already paid are non-refundable, and cancelling stops future renewals rather than refunding the current period. If a payment fails, we may suspend access to paid features after giving notice.

We may change prices for a following period on reasonable notice. Continuing to use the service after the change takes effect is acceptance of the new price.

5. Your data and your content

You keep ownership of everything you put into ClearPath. We claim no ownership of your workspace content, and we do not use it to train our own models.

PROPOSED – lawyer review You grant us a non-exclusive, worldwide, royalty-free licence, for the term of your subscription and any export period after it, to host, copy, process, transmit, back up and display your content, and to inspect it by automated means for security and lawfulness as described in section 7A, in each case only to provide, secure and support the service and to comply with law. We acquire no other right in your content.

PROPOSED – lawyer review Your promises about your content. For everything you or your workspace’s members upload, import, create or transmit through the service (“your content”), you warrant that:

• (a) it is lawful to hold and to process through the service in every jurisdiction that applies to you, to the people the content concerns, and to us as your provider;
• (b) you own it or have every right, licence and consent needed to upload it and to let us process it as these terms describe — including through an AI provider you configure — including any personal data it contains, for which you have a lawful basis and have given any notice the law requires;
• (c) to the best of your knowledge after reasonable care, it contains no virus, malware, malicious macro, exploit or other code designed to harm, disrupt or gain unauthorised access to any system;
• (d) it contains no child sexual abuse material, of any kind or in any form;
• (e) it does not involve, and your use of the service does not involve, any person, entity or country subject to sanctions administered by the United Nations, the European Union, the United Kingdom, the United States, the Kingdom of Saudi Arabia or Canada where those sanctions prohibit the dealing; and
• (f) it contains no technical data, software or other information whose export, re-export or transfer is controlled by an applicable export-control law (including military or dual-use items) unless that law permits it to be stored and processed as the service stores and processes it.

These promises are repeated each time content is uploaded. Section 13 (Indemnity) applies to any claim arising from a breach of them.

PROPOSED – lawyer review You are responsible for the acts and content of every member of your workspace, and for removing access for anyone who should no longer have it.

PROPOSED – lawyer review We do not review your content. We host your content on your instructions. We do not monitor, edit or check it for accuracy, completeness, legality or fitness for any purpose, and we give no assurance about any tender document, contract, résumé, pricing or other material uploaded by you, by another workspace or by any third party. Automated security scanning (section 7A) looks for harmful files; it is not a review of what a document says, and a file that passes a scan is not thereby approved, accurate or lawful. Section 11 (Disclaimers) and section 12 (Limitation of liability) apply.

6. AI-generated output

AI features produce drafts. They can be wrong, incomplete, biased or fabricated, including where the output appears confident and well-formed.

You must review AI output before relying on it, and you remain solely responsible for anything you submit to a client, a public body or a tender authority. ClearPath gives no assurance that AI output is accurate, compliant with any procurement regulation, or suitable for any particular bid.

AI features are delivered in one of two ways, and which one applies to your workspace determines who holds the provider relationship and who bears the cost.

• Included AI. Where your plan includes an AI allowance, requests are served through a model provider we contract with, on our account and at our cost, up to the allowance for that billing period and using the models we make available for it. The allowance is for the period and does not carry over.
• Your own key. Where your workspace configures its own provider credentials, requests are served through that provider under your organisation’s account. Your use of it is subject to that provider’s terms, any cost it charges is yours, and no allowance is consumed.

You can require that your workspace uses only its own key, in which case the included allowance is never drawn on. The allowance is not refunded or discounted if you do, and the subscription price does not change.

PROPOSED – lawyer review The assistant. The service includes an AI assistant that answers questions about the product and about the records you are allowed to see. Its answers are AI output and this section applies to them in full: they can be wrong or incomplete, and you must check them before relying on them. Your conversations with the assistant are stored with your account so that you can return to them; they are private to you within the workspace, and our Privacy Policy describes how they are handled.

7. Acceptable use PROPOSED – lawyer review

Your use of the service, and that of every member of your workspace, must comply with our Acceptable Use Policy, which forms part of these terms. In short, you must not break the law, infringe anyone’s rights, upload unlawful content or malware, attempt to access another workspace’s data, or use the service to build a competing product; the policy sets out the full list.

We may suspend access for a serious or repeated breach of these terms or the Acceptable Use Policy. Where practical we will warn you first; where the breach threatens the security or integrity of the service, another customer’s data or any person’s safety, or where the law requires it, we may act immediately.

7A. Content safety: scanning, quarantine and removal PROPOSED – lawyer review

Scanning. To protect you, other customers and the service, we inspect uploaded files by automated means when they are uploaded, and may inspect them again later, for example when our detection is updated. Inspection checks a file’s type and structure, looks for macros, scripts and other active content, and compares it against known-malware signatures. It is performed by systems we operate, and is described in our Privacy Policy.

Refusal. We may refuse a file that fails inspection, including a file whose content does not match its declared type, an archive or office document carrying macros, executables, encrypted or excessively nested content, and a contract submitted for electronic signature that contains active content. A refused file is not stored.

Restricted availability. A file that has not yet been inspected — for example because the scanner was briefly unavailable — or that contains active content we allow (such as forms or scripts in a tender document) is labelled as such, made available for download only, and never opened or run inside the service.

Quarantine and deletion. A file found to contain malware is quarantined: nobody in the workspace can open or download it, and the person who uploaded it and the workspace’s administrators are notified. If you believe it is a false positive, ask us to review it within 30 days through our contact page (subject “Abuse report”); if we confirm the mistake we release the file. After 30 days a quarantined file is permanently deleted, unless it is on legal hold or the law requires us to keep it.

Removal and suspension. We may remove or disable access to content, pause uploads for a workspace, or suspend an account or workspace, where we reasonably believe that content or conduct breaches these terms or the Acceptable Use Policy, is unlawful, or that action is needed to protect the service or any person, or where a court or competent authority requires it. Decisions to remove reported content or to suspend an account or a workspace are taken by a person, not by an automated system alone.

Statement of reasons. When we remove or restrict your content or suspend your access, we will tell you what we did, why, which rule it relates to, whether automated means were involved, and how to contest it — unless the law prohibits us from telling you, or telling you would compromise an investigation or the safety of any person.

No obligation; good-faith action. These measures protect the service. They are not a promise that every harmful or unlawful file will be detected, and they do not relieve you of your promises in section 5. To the extent permitted by law, we are not liable for any action we take in good faith under this section 7A, and section 12 (Limitation of liability) applies to any claim connected with it.

7B. Reporting abuse; notice and takedown PROPOSED – lawyer review

How to report. Anyone may report content in the service that they believe is unlawful or breaches the Acceptable Use Policy. A member of a workspace uses the Report control shown beside a file or image; a person asked to sign a document uses Report this document on the signing page; anyone else, including a person without an account, writes to us through our contact page (subject “Abuse report”).

What a notice should contain. To let us act, a notice should include: (a) where the content is (the file reported, a link or another precise location); (b) why the reporter believes it is unlawful or prohibited, with enough detail for us to assess it; (c) where the reporter wishes to be told the outcome, a way to reach them — a report of child sexual abuse material may be anonymous; and (d) a statement that the reporter believes, in good faith, that the information in the notice is accurate and complete.

What we do. We confirm receipt with a reference, and a person on our platform team reviews every report without undue delay and with care; the decision is never automatic. Where we decide to act, we remove the content or disable access to it — it is then no longer available anywhere in the service, including its signed copies — and may take any of the steps in section 7A. A reporter who reported while signed in is told the outcome.

Notice to the uploader. Where we remove content, we notify the person who uploaded it and the workspace’s administrators as set out in section 7A.

Contesting a decision (counter-notice). If your content was removed and you believe this was a mistake, or that you have the right to use it, you may contest the decision within six months through our contact page (subject “Abuse report”), stating the content concerned, why you believe the decision was wrong, and that the information you give is accurate. A person who reported content may equally contest our decision not to act. A reviewer other than the person who took the original decision reviews it and we tell you the outcome; if the decision was wrong, we reinstate the content. Removed content is kept for that six-month period and then deleted, unless it is on legal hold.

Child sexual abuse material. Where we become aware of apparent child sexual abuse material, we withhold it immediately, preserve it and related information as the law requires, report it to the competent authorities or designated organisations, and terminate the accounts involved. We will not notify the uploader where that could prejudice an investigation. Such material is never returned, released or deleted before it has been preserved.

Misuse of the process. We may limit or stop processing notices or counter-notices from a person who frequently submits ones that are manifestly unfounded, after warning them.

Copyright notices under the US Digital Millennium Copyright Act (applies only where US law applies). Notices of claimed infringement under 17 U.S.C. §512(c) go to the designated agent we register with the US Copyright Office, whose name and address we will publish here once registered, and must include the elements §512(c)(3) lists. We restore material on a valid counter-notification under §512(g) as that section provides, and we terminate, in appropriate circumstances, the accounts of repeat infringers.

Section 12 (Limitation of liability) applies to any claim connected with this section 7B.

8. Availability and support

We aim to keep the service available and to give reasonable notice of planned maintenance, but the service is provided without any uptime commitment unless a separate written service-level agreement says otherwise.

Third-party providers are outside our control, and we are not responsible for their availability, their changes or their acts. This covers both the integrations you enable — LinkedIn, Microsoft, a provider you supply your own key for, and others — and the AI provider we engage to serve your plan’s included allowance.

9. Intellectual property

The service itself, its software, design and documentation remain ours. These terms grant you a non-exclusive, non-transferable right to use the service during your subscription, and nothing more.

If you send us feedback or suggestions, we may use them without obligation or payment to you.

10. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only for the purpose of this agreement. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law — in which case, where permitted, it will give notice first.

11. Disclaimers

To the fullest extent permitted by law, the service is provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free or that AI output will be accurate.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost or corrupted data, even if advised such damages were possible.

Our total aggregate liability arising out of or relating to the service is limited to the amounts you paid us for the service in the twelve months before the event giving rise to the claim. Where you use the service on a free plan, that amount is zero.

Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

13. Indemnity

You will defend and indemnify us against third-party claims arising from your content, your use of the service in breach of these terms, or your violation of law or of a third party’s rights.

14. Termination and what happens to your data

You may stop using the service and cancel a subscription at any time. We may suspend or terminate for material breach, non-payment, or where required by law.

PROPOSED – lawyer review After termination you will have one year to export your workspace data. After that period we may delete it, and once deleted it cannot be recovered. Export your data before you close an account.

Sections that by their nature should survive — ownership, confidentiality, disclaimers, limitation of liability, indemnity and governing law — survive termination.

15. Changes to these terms and your acceptance PROPOSED – lawyer review

Each version of these terms and of the Acceptable Use Policy carries a version number and an effective date, shown at the top of the page, and earlier versions remain available on request.

We record your acceptance of these terms and of the Acceptable Use Policy: which version, the date and time, how you accepted (when you created your account, or when the application asked you), the language of the text you were shown, and the IP address and browser your acceptance came from. We keep that record while your account exists and afterwards, as evidence of our agreement.

We may update these documents. For a material change we will give notice in the application or by email before it takes effect, except where a shorter period is required by law or to address a security risk. When a new version is published, the application asks you to accept it before you continue to use the service. If you do not accept, you may sign out, stop using the service and close your account, and section 14 applies.

The Privacy Policy is a notice of how we handle personal data, not a contract term you accept; we will notify you of material changes to it as it describes.

16. Governing law, venue and language PROPOSED – lawyer review

These terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable there, without regard to its conflict-of-laws rules, and the courts of the judicial district of Montréal, Quebec have exclusive jurisdiction — except that either party may seek urgent or injunctive relief in any competent court to protect its intellectual property or confidential information. Nothing in this section removes a right that mandatory law gives a consumer or a person acting in a professional capacity to bring proceedings elsewhere.

These terms are published in English and Arabic, and both versions have been prepared to have the same meaning. If they differ, the English version prevails, except where the law that applies to you requires the Arabic version to prevail.

If any provision is held unenforceable, the rest remains in force and the provision is applied to the maximum extent permitted.

17. Contact PROPOSED – lawyer review

• Legal notices to us: our contact page (subject “Legal notice”).
• Reports of unlawful content or abuse: the Report control beside the content, or our contact page (subject “Abuse report”).
• Security vulnerabilities and suspected unauthorised access: our contact page (subject “Security”).
• Personal data and privacy requests: our contact page (subject “Privacy”).

How we handle personal data is described in our Privacy Policy, and our Acceptable Use Policy forms part of these terms.