Terms of Service

1. About these terms

1.1 Who we are. SourcingHQ is operated by Sourcing HQ AI Pvt Ltd, a company based in Mumbai, India, trading as "SourcingHQ" ("SourcingHQ", "we", "us"). You can reach us at contact@sourcinghq.ai.

1.2 Who you are. These terms are an agreement between SourcingHQ and the business that creates an account ("Customer", "you"). SourcingHQ is for businesses only. It is not offered to consumers for personal, family or household use.

1.3 How you accept. You accept these terms when you create an account, or when you buy a plan, whichever happens first. If you accept on behalf of a business, you confirm that you are authorised to bind that business.

1.4 Other documents. Our Privacy Policy (sourcinghq.ai/privacy) and Refund Policy (sourcinghq.ai/refunds) form part of these terms. The plan you choose, and its price and limits shown at sourcinghq.ai/pricing when you buy, also form part of these terms. If they conflict, the plan details you bought control over these terms for that plan's price and limits only.

2. The service

2.1 What SourcingHQ is. SourcingHQ is a cloud-based procurement platform, available at sourcinghq.ai, that lets a business run private, time-limited quote rounds with suppliers it invites, where those suppliers submit competing prices online without needing an account. Key features include an AI assistant that turns a described purchase or a forwarded customer enquiry into a draft request for the Customer to review, supplier suggestions from the Customer's own history and from web search, email invitations and bidding, side-by-side price comparison with PDF and Excel reports, and team access (the "Service").

2.2 What SourcingHQ is not. SourcingHQ is not a marketplace and is not a party to any purchase. We do not buy or sell goods or services, we do not handle payments between you and your suppliers, and we do not guarantee that any supplier will take part, bid, or honour a price. Every award and purchase is agreed and settled directly between you and your supplier, outside the Service.

2.3 Access and use. While your account is open and subject to these terms, you may access and use the Service for your internal business purposes.

2.4 Users and accounts. You may invite people to use the Service on your behalf ("Users") up to the seat limit of your plan. You are responsible for everything done through your account and by your Users, and for their compliance with these terms. You and your Users must keep login details confidential and tell us promptly at contact@sourcinghq.ai if you suspect any account has been compromised.

2.5 Support. We provide support by email at contact@sourcinghq.ai on a reasonable-efforts basis. We do not commit to response times unless your plan says otherwise.

2.6 Changes to the Service. We improve the Service regularly and may change, add or remove features. We will not materially reduce the core function of a paid plan (running quote rounds with invited suppliers and comparing their bids) during the period you paid for.

2.7 Beta features. Some features may be labelled beta or early access. They are provided "as is", may change or be withdrawn at any time, and section 10.1 does not apply to them.

3. Suppliers you invite

3.1 Your suppliers, your relationship. You choose which suppliers to invite. Suppliers do not create accounts and do not agree to these terms. You are responsible for your dealings with them, including the terms of any request, award, contract, delivery, payment and dispute.

3.2 Supplier details you give us. When you add a supplier, you confirm that you are allowed to share that supplier's contact details with us and to have us email them on your behalf about your quote rounds, and that doing so complies with the law that applies to you.

3.3 Emails we send for you. Invitations, bid confirmations, alerts and results are sent by us on your behalf. Email delivery depends on systems we do not control, including your suppliers' mail servers and spam filters. We do not guarantee that any email is delivered, read or acted on in time.

3.4 Fair use of invitations. You must only invite suppliers with whom you have a genuine intention to trade. You must not use the Service to send unsolicited marketing, to collect prices with no intention to buy, or to invite people who have asked not to be contacted.

4. AI features and web search

4.1 Drafts, not decisions. The Service uses AI to draft requests, read forwarded enquiries, summarise results and suggest suppliers. AI output can be incomplete or wrong. Everything the AI produces is a draft for you to check. The AI never sends an invitation, awards a quote round or contacts a supplier on its own; you do, after reviewing it.

4.2 Your responsibility. You are responsible for reviewing AI output before you rely on it or share it, including quantities, specifications, ceilings and supplier choices.

4.3 Web search results. Supplier suggestions from web search come from public websites we do not control. We do not vet, endorse or guarantee any business found this way, and contact details may be missing or out of date.

4.4 AI providers. AI features are processed by third-party AI providers. What we send them is described in our Privacy Policy.

4.5 AI allowance. Each plan includes an AI usage allowance shown in the Service. When it runs out, AI features pause until the allowance refills or you change plan. The rest of the Service keeps working.

5. Plans, fees and refunds

5.1 Free plan. The Free plan is permanent and includes 3 auction events in total and 1 seat. No payment details are needed.

5.2 Paid plans and event packs. Paid plans and event packs are listed, with their prices and limits, at sourcinghq.ai/pricing. Each is a one-time payment that covers 12 months from the date of purchase. Nothing renews automatically and we will never charge you again without a new purchase by you.

5.3 Auction events. One quote round you schedule uses one auction event. If you cancel a quote round before it starts, the event is returned to your balance. Events not used within the 12 months of the plan or pack that granted them lapse.

5.4 Currency, taxes and payment. Prices are in Indian rupees for customers billing from India and in US dollars for everyone else. Payments are processed by Dodo Payments, which acts as the merchant of record for purchases. Dodo Payments' own terms apply to the payment itself, and it calculates and collects any applicable taxes, such as GST, VAT or sales tax, at checkout.

5.5 Refunds. You may ask for a refund within 14 days of a purchase by writing to contact@sourcinghq.ai. We refund the amount you paid less $79 (or ₹2,499 for rupee purchases) for each auction event you have used from that purchase. We do not give refunds after 14 days, or for events that have lapsed. Refunds are issued through Dodo Payments and are subject to its refund process. Enterprise agreements follow the terms of the separate contract. Full details are in our Refund and Cancellation Policy.

5.6 Price changes. We may change prices at any time. A change never affects a plan or pack you have already paid for.

5.7 Payment disputes. If you believe you were charged incorrectly, tell us at contact@sourcinghq.ai within 30 days of the charge, and we will work with you in good faith to resolve it within 15 days.

6. Your content and our data

6.1 Your content. "Customer Content" means data and materials you or your Users submit to the Service, including requests, line items, ceilings, attachments, supplier details, forwarded enquiries, and chat messages, and the bids and documents your invited suppliers submit to your quote rounds. You keep all rights in Customer Content. You are responsible for its accuracy and for having the rights to submit it.

6.2 How we use it. We copy, store, display, modify and process Customer Content only as needed to provide, secure and support the Service for you, and as described in our Privacy Policy.

6.3 No AI training. We do not use Customer Content to train or fine-tune AI models.

6.4 Usage data. We collect data about how the Service is used and performs ("Usage Data"). We may use it to operate, secure and improve our products. We will only share Usage Data with others in aggregated form that does not identify you or your Users.

6.5 Feedback. If you give us suggestions or feedback, we may use them freely without any obligation to you.

6.6 Isolation. Your Customer Content is not visible to other customers. We do not share your suppliers, prices or quote rounds with any other customer, and we do not use them to benchmark other customers.

7. Privacy and security

7.1 Privacy Policy. Our Privacy Policy explains how we handle personal data, including the personal data of your Users and your invited suppliers.

7.2 Personal data you submit. Where you give us personal data about others (for example, your suppliers' contact details), you confirm you have a lawful basis to do so and have given any notice the law requires.

7.3 Prohibited data. You must not submit health records, payment card or bank account numbers, government identification numbers, or other sensitive personal data to the Service.

7.4 Security. We use reasonable technical and organisational measures to protect the Service and Customer Content. No online service is perfectly secure, and we cannot guarantee that unauthorised access will never happen.

8. Acceptable use and suspension

8.1 Restrictions. You will not, and will not allow anyone else to:

• reverse engineer or try to extract the source code of the Service, except where the law does not allow this restriction;
• resell, sublicense or otherwise give anyone outside your business access to the Service;
• copy, modify or create derivative works of the Service, or remove any proprietary notices;
• test the Service for vulnerabilities, interfere with it, degrade its performance or get around its limits or access controls;
• access accounts, data or parts of the Service you are not authorised to access, including another supplier's bids;
• use the Service to build a competing product;
• use the Service for anything unlawful, including spam, fraud, bid rigging or collusion; or
• submit content you do not have the right to submit.

8.2 Suspension. We may suspend access to the Service, with or without notice, if you breach section 8.1, or if your use materially harms the Service, other customers, suppliers or third parties. Where practical we will tell you first. We will restore access once the issue is resolved.

9. Term and termination

9.1 Term. These terms apply from when you accept them until your account is closed.

9.2 Closing your account. You may close your account at any time by writing to contact@sourcinghq.ai. Closing your account does not entitle you to a refund except as set out in section 5.5.

9.3 Termination by us. We may end these terms, or close your account, if you materially breach them and do not fix the breach within 30 days of our notice, or immediately if the breach cannot be fixed. We may also end the Service for everyone on 60 days' notice, in which case we will refund the unused part of any paid plan on a pro-rata basis.

9.4 After closure. When your account closes, your right to use the Service ends. We delete or anonymise your Customer Content within 90 days, except where the law requires us to keep it longer, as described in our Privacy Policy. Before closing, you can download your quote-round reports from the Service.

9.5 Survival. Sections 3, 4.2, 5.5, 5.7, 6.4, 6.5, 9.4, 10, 11, 12, 13 and 15 survive the end of these terms.

10. Warranties and disclaimers

10.1 Our commitment. For paid plans, we will not materially reduce the core function described in section 2.6 during the period you paid for. If we do, tell us within 45 days with enough detail to understand the issue. If we cannot restore it within 45 days of your notice, you may close your account and we will refund the unused part of your plan on a pro-rata basis. This is your only remedy for a breach of this section.

10.2 Disclaimer. Except as set out in section 10.1, the Service is provided "as is" and "as available". To the maximum extent allowed by law, we disclaim all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not guarantee that the Service will be uninterrupted or error-free, that AI output will be accurate, that emails will be delivered, or that any quote round will produce savings.

11. Limitation of liability

11.1 Cap. Except for the exceptions in section 11.3, each party's total liability arising out of or relating to these terms is limited to the fees you paid us in the 12 months before the event giving rise to the claim.

11.2 Excluded losses. Except for the exceptions in section 11.3, neither party is liable for lost profits, lost revenue or savings, or any indirect, special, incidental, consequential, exemplary or punitive damages, even if told they were possible.

11.3 Exceptions. The limits in sections 11.1 and 11.2 do not apply to your payment obligations, to breach of section 8.1, to either party's indemnity obligations, or to liability that cannot be limited by law.

11.4 Scope. These limits apply however the liability arises, including in contract, tort (including negligence) or breach of statutory duty.

12. Indemnities

12.1 By us. We will defend you against any third-party claim that the Service, used in line with these terms, infringes that third party's intellectual property rights, and pay damages, settlements and reasonable legal costs finally awarded or agreed in respect of it. We are not responsible for claims caused by your content, by use of the Service in breach of these terms, by combining the Service with things we did not provide, or by modifications we did not make.

12.2 By you. You will defend us against any third-party claim arising from (a) your Customer Content, including claims that it infringes someone's rights or that you were not allowed to share a supplier's details; (b) your breach of section 3 or 8.1; or (c) any dispute between you and a supplier, and pay damages, settlements and reasonable legal costs finally awarded or agreed in respect of it.

12.3 Process. The party seeking protection must promptly notify the other, give reasonable help at the other's expense, and let the other control the defence and settlement. No settlement may admit fault by, or materially harm, the protected party without its written consent.

12.4 Remedies for infringement. If the Service is, or we believe it may be, the subject of an infringement claim, we may get you the right to keep using it, modify it so it does not infringe without materially reducing its function, or, if neither is reasonable, end your paid plan and refund its unused part on a pro-rata basis.

12.5 Exclusive remedy. This section 12, with any termination rights, is each party's only remedy for the claims it covers.

13. Confidentiality

13.1 Obligation. Each party may receive non-public information from the other that is marked confidential or should reasonably be understood to be confidential ("Confidential Information"). Your Confidential Information includes non-public Customer Content, including your suppliers, prices and bids. The receiving party will use it only to perform under these terms, will not disclose it except to people who need to know it and are bound by similar obligations, and will protect it with at least reasonable care.

13.2 Exclusions. Confidential Information does not include information that the receiving party already knew without restriction, that becomes public through no fault of its own, that it receives lawfully from someone else without restriction, or that it develops independently.

13.3 Required disclosure. A party may disclose Confidential Information if the law requires it, after giving the other party reasonable advance notice where the law allows.

14. Ownership

We own the Service and all rights in it, including any improvements, whether made before or after you accept these terms. You own your Customer Content. Nothing in these terms transfers ownership except as expressly stated.

15. General

15.1 Changes to these terms. We may update these terms. For material changes, we will email account holders at least 30 days before they take effect. If you do not agree, you may close your account before the change takes effect, and we will refund the unused part of any paid plan on a pro-rata basis. Continuing to use the Service after that date means you accept the updated terms.

15.2 Entire agreement. These terms, with the documents in section 1.4, are the whole agreement about the Service and replace all earlier statements about it. Terms in your purchase orders or vendor portals do not apply unless we agree to them in a signed document.

15.3 Disputes. Either party may seek urgent injunctive relief in any competent court to protect its confidential information or intellectual property.

15.4 Notices. We send notices to the email address on your account. You send notices to contact@sourcinghq.ai. Email notices are given when sent, unless the sender receives a delivery failure.

15.5 Assignment. You may not transfer these terms without our written consent, except as part of a merger or sale of your business. We may transfer these terms, on notice to you, to a company controlled by Sourcing HQ AI Pvt Ltd, or as part of a merger, reorganisation or sale of the business.

15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, epidemics, or failures of utilities, the internet or third-party hosting. This does not excuse payment obligations.

15.7 Sanctions. You confirm that you are not located in, or owned or controlled by anyone subject to, sanctions or embargoes that would make it unlawful for us to provide the Service to you. We may end these terms immediately if needed to comply with such laws.

15.8 Publicity. We will not use your name or logo in our marketing without your permission.

15.9 Relationship. The parties are independent contractors. Nothing in these terms creates a partnership, agency or employment relationship, and there are no third-party beneficiaries.

15.10 Severability and waiver. If any part of these terms is found unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.

15.11 Anti-bribery. Neither party will offer, give or receive anything of value to win or keep business in breach of applicable anti-corruption laws.

15.12 Attribution. Parts of these terms are adapted from the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (commonpaper.com/standards/cloud-service-agreement/2.1), used under the Creative Commons Attribution 4.0 licence (CC BY 4.0). Common Paper has not reviewed or endorsed these terms.