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Parties and Agreement

These Terms and Conditions ("Terms") govern the relationship between PiVOTiQ Commercial Intelligence (ABN 90 666 355 666), an Australian entity ("PiVOTiQ", "we", "us", "our") and any individual, company, joint venture, or entity in South Africa or elsewhere ("Client", "you", "your") that subscribes to or purchases any PiVOTiQ service.

By subscribing to any plan, submitting a Contract Review Pack, making a payment, or clicking to accept these Terms, you agree to be bound by them in full. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

PiVOTiQ is an Australian entity. The services described in these Terms are provided from Australia to South African and other international clients. These Terms are governed by and construed in accordance with the laws of Queensland, Australia. South African clients acknowledge that the governing law is Australian law and agree to this in accepting the Terms.

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Services Described

PiVOTiQ provides AI-enabled commercial intelligence services for construction contracts, with particular capability across South African contract forms including NEC3, NEC4, JBCC, GCC and FIDIC. The three current service tiers are:

L1 — Contract Threat Intel

A structured clause-by-clause risk matrix identifying and rating every commercially material clause as HIGH, MEDIUM, or LOW. Includes standard form identification, amendment flags, South African statutory context (CIDB, Construction Regulations), and escalation trigger identification. Each submission produces one L1 report. Delivered as a branded PDF within 1 business day of submission.

L2 — Contract Risk Brief

Everything in L1, plus plain-English commercial explanation of every HIGH and MEDIUM finding — what each clause does, why it is commercially dangerous, and whether the exposure is a project risk, a company risk, or both. Includes a plain-English assessment of the commercial framework (dispute pathway, payment mechanics, retention, defects liability) under the applicable contract form. Each submission produces one L1 report and one L2 report. Delivered within 1 business day of submission.

L3 — Contract Strategic Position

Everything in L1 and L2, plus a negotiation playbook for the findings carrying the greatest financial exposure. For HIGH findings: Ideal Position, Acceptable Position, Leverage Points, and Replacement Language Guidance. For MEDIUM findings: Acceptable Position and Watch-Out. Includes a Negotiation Sequencing plan. Each submission produces one L1, one L2, and one L3 report. Delivered within 1 business day of submission.

Contract Form Coverage PiVOTiQ's South Africa service is calibrated for NEC3, NEC4, JBCC (Principal Building Agreement and N/S Subcontract), GCC 2015, FIDIC Red/Yellow/Silver, and bespoke head contract and subcontract forms across commercial, civil, infrastructure, mining and industrial sectors. South African statutory context (CIDB Grade requirements, Construction Regulations) is built into every review.
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Plans, Capacity and Pricing

Included at Every Level — CER Register

Every Contract Review Pack at every level includes the CER Register: an editable spreadsheet in which each finding is recorded against its clause reference and scored on Exposure, Control and Recoverability. The severity band is calculated by formula within the file. The register is produced from the Level 1 analysis and is identical in structure and content at Level 1, Level 2 and Level 3; it is not re-generated or extended at the higher levels. The register is supplied as an editable file owned by the Client. It requires no PiVOTiQ login, platform or subscription to open or use, and remains usable after any subscription ends. No additional charge applies to the register at any level, on once-off reviews or subscriptions.

CRI Live — Level 3 Add-On

CRI Live is a real-time question-and-answer service operating over a messaging channel, answering Client questions about a specific contract. CRI Live draws its answers exclusively from the completed, quality-controlled Level 1, Level 2 and Level 3 reports issued for that contract. It does not re-analyse the contract document and does not generate analysis outside the scope of the released reports.

CRI Live is available on Level 3 reviews only, and is provided per contract. It is included at no additional charge for the duration of an active Level 3 subscription. On a Level 3 once-off review it is charged at ZAR 950 per month per contract (VAT inclusive) and may be cancelled at any time, with cancellation effective at the end of the current billing period. CRI Live availability is contingent on the corresponding Level 3 reports having been delivered and remains subject to the same boundaries, disclaimers and limitations of liability that apply to the underlying reports.

Month-to-Month Plans

Month-to-month subscriptions provide 10 Contract Review Packs per calendar month. Subscriptions auto-renew on the same day each month at the prevailing rate unless cancelled. Payment is processed by Stripe via international card transaction. Month-to-month subscribers may cancel at any time via the Stripe customer portal; cancellation takes effect at the end of the current billing period.

Once-Off Single Reviews

A once-off review provides a single Contract Review Pack at the specified tier, with no subscription and no ongoing commitment. Payment is by card via Stripe, or by AUD-denominated invoice and SWIFT transfer. Once-off reviews are activated immediately on payment or cleared funds confirmation. The same 1-business-day turnaround, QC review, and professional PDF delivery standards apply. There is no monthly limit on the number of once-off reviews a Client may submit. Once-off reviews do not consume monthly plan capacity and are processed independently of any active subscription.

Capacity Rules

  • Once-off reviews carry no capacity limit and no expiry — each is a discrete, independently priced engagement
  • Monthly subscription capacity (packs) resets at the start of each calendar month regardless of submission patterns
  • Unused packs do not roll over to the following month
  • A Contract Review Pack is consumed upon submission of a contract document and intake form — not upon delivery of the report
  • Packs are non-transferable between plan tiers or between subscription periods

ZAR Indicative Pricing (VAT inclusive)

  • L1 Once-Off: ZAR 3,950 per contract review (VAT inclusive)
  • L2 Once-Off: ZAR 9,950 per contract review (VAT inclusive)
  • L3 Once-Off: ZAR 14,950 per contract review (VAT inclusive)
  • L1 Month-to-Month: ZAR 19,500 per month (VAT inclusive)
  • L2 Month-to-Month: ZAR 49,500 per month (VAT inclusive)
  • L3 Month-to-Month: ZAR 79,500 per month (VAT inclusive)
  • CRI Live (Level 3 once-off): ZAR 950 per month per contract (VAT inclusive) — included at no charge on a Level 3 subscription
  • ZAR prices are indicative only — where the Client elects invoice payment, the invoice is issued in AUD and settled by SWIFT transfer
  • Month-to-month and once-off Stripe charges are processed in AUD at Stripe's prevailing conversion rate
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Payment Terms — South Africa

Card Payments (Stripe)

Month-to-month subscriptions are processed automatically by Stripe using the payment card provided at subscription. Stripe processes the transaction in AUD at the prevailing exchange rate. Stripe's terms of service apply to all card transactions. An invoice is issued by Stripe at each billing cycle. PiVOTiQ does not store card details.

Invoice and SWIFT Payments

Once-off reviews and month-to-month subscriptions may alternatively be invoiced in AUD by PiVOTiQ where the Client elects invoice payment. A formal AUD tax invoice is issued within 1 business day of a Client's written request, together with SARB-compliant supporting documentation (commercial invoice, service description). Payment is by international SWIFT transfer from the Client's South African bank to PiVOTiQ's nominated Australian bank account (details provided on the invoice). The review or plan activates within 1 business day of cleared funds.

SARB and Exchange Control

South African clients are responsible for complying with all requirements of the South African Reserve Bank (SARB) and applicable exchange control regulations when making international payments. PiVOTiQ provides the supporting documentation required for standard business service payments (commercial invoice, service description). The Client is responsible for any exchange control approvals or forex provider requirements specific to their circumstances. PiVOTiQ makes no representation regarding the Client's compliance obligations under South African exchange control law.

Exchange Rate Risk

ZAR indicative prices are set periodically. AUD invoices are at the AUD amount stated on the invoice. Exchange rate movements between ZAR and AUD between the time of subscription and the time of payment are the Client's responsibility. PiVOTiQ does not hedge or guarantee exchange rates.

Late Payment

PiVOTiQ reserves the right to charge interest on overdue amounts at the rate of 10% per annum, calculated daily. PiVOTiQ may suspend service delivery without further notice where any amount remains unpaid for more than 14 days after the due date.

VAT and Tax

ZAR indicative prices include South African VAT where applicable. AUD invoices are issued by an Australian entity and may include Australian GST. The Client is responsible for any applicable South African tax obligations arising from payments made to a foreign supplier. PiVOTiQ provides commercially standard invoices; it does not provide tax advice.

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Delivery and Turnaround

PiVOTiQ targets delivery of all reports within 1 business day of a valid contract submission. A valid submission consists of: (a) a complete and legible contract document in PDF, Word, or image format; and (b) a completed intake form submitted through the PiVOTiQ submission process. Incomplete or illegible submissions will be returned for correction; the 1-business-day turnaround commences from receipt of a complete valid submission.

PiVOTiQ operates on Australian Eastern Standard Time (AEST/AEDT) business days, excluding Queensland (Australia) public holidays. South African clients should note that submissions received after AEST business hours will be treated as received at the commencement of the next Australian business day. SAST and AEST differ by 8–9 hours depending on daylight saving.

While PiVOTiQ makes every reasonable effort to meet the 1-business-day turnaround, this is a target and not a guaranteed delivery time. PiVOTiQ accepts no liability for losses arising from delivery outside this window in exceptional circumstances.

Every report undergoes internal QC review prior to delivery. QC review does not constitute legal review, peer review by a qualified attorney, or an audit of the underlying contract.

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Nature of the Service — Not Legal Advice
Critical — Please read carefully PiVOTiQ provides commercial intelligence, not legal advice. Nothing in any PiVOTiQ report constitutes legal advice, a legal opinion, or a formal commercial review. PiVOTiQ is not a law firm under South African or Australian law and does not provide legal services in any jurisdiction. No attorney-client relationship is created between PiVOTiQ and any Client.

PiVOTiQ reports are produced using AI-enabled systems informed by the submitted contract document and the intake form. Reports are commercial intelligence outputs — structured, practical, and built to inform commercial decision-making. They are not:

  • Legal advice or legal opinions under the Legal Practice Act 28 of 2014 (South Africa) or any other legislation
  • Exhaustive contractual audits — no review identifies every risk in every contract
  • Formal commercial reviews by a registered quantity surveyor, Professional Construction Project Manager (PCPM), or dispute resolution specialist
  • Advice on which party should bear legal costs or on the merits of any dispute or litigation
  • A substitute for independent legal advice on high-value negotiations, complex disputes, or matters requiring a formal legal opinion

All findings carry 10–20% variability depending on project-specific context, contract complexity, and the completeness of information provided. For complex disputes, formal adjudication, high-value negotiations, or matters where legal rights are at stake, the Client must seek independent legal advice from a qualified South African construction attorney. PiVOTiQ can identify which matters warrant escalation; it cannot replace the escalation.

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Cancellation and Refunds

Month-to-Month Subscriptions

Month-to-month subscribers may cancel at any time via the Stripe customer portal. Cancellation takes effect at the end of the current billing period. No refund is provided for the period in which cancellation is made. Unused packs in the final period are forfeited on cancellation.

Once-Off Reviews

Once-off reviews are non-refundable once the report generation process has commenced. If a submission is rejected as incomplete or illegible prior to processing, the review fee will be refunded or the submission corrected and processed at PiVOTiQ's discretion.

CRI Live

A CRI Live subscription may be cancelled at any time via the Stripe customer portal, or on written request where it is invoiced. Cancellation takes effect at the end of the current billing period, and access continues until that date. No refund is provided for the period in which cancellation is made. Where CRI Live is included at no charge as part of a Level 3 subscription, access ends when that subscription ends.

PiVOTiQ-Initiated Cancellation

PiVOTiQ may suspend or terminate a subscription immediately, without refund, in the event of: (a) breach of these Terms; (b) use of the service in a manner inconsistent with these Terms; or (c) non-payment. Where PiVOTiQ terminates a month-to-month subscription without cause attributable to the Client, a pro-rata refund of the unused portion of the current billing period will be provided in AUD via SWIFT transfer to the Client's nominated account.

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Limitation of Liability

To the maximum extent permitted by applicable law, PiVOTiQ's total aggregate liability to the Client for any claim arising under or in connection with these Terms or the services — whether in contract, delict (including negligence), breach of statutory duty, or otherwise — is limited to the amount paid by the Client to PiVOTiQ in the 3-month period immediately preceding the event giving rise to the claim.

To the maximum extent permitted by applicable law, PiVOTiQ excludes liability for:

  • Any indirect, consequential, special, punitive or exemplary loss or damage
  • Loss of profit, revenue, contract, opportunity, or anticipated savings
  • Loss arising from reliance on a PiVOTiQ report in place of independent legal or commercial advice
  • Loss arising from a failure to act on a finding identified in a PiVOTiQ report
  • Any outcome in CIDB adjudication, arbitration, litigation, or negotiation, regardless of whether the Client relied on a PiVOTiQ report
  • Loss arising from exchange rate movements between ZAR and AUD
  • Loss arising from SARB exchange control compliance failures by the Client
  • Loss arising from third-party payment processing errors, including Stripe processing failures or SWIFT transmission delays
Key Point The commercial intelligence provided by PiVOTiQ is a decision-support tool. Commercial decisions — including whether to sign a contract, how to negotiate, whether to lodge a claim, and whether to seek legal advice — remain entirely with the Client.
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Intellectual Property

All reports, methodologies, output formats, AI systems, templates, and processes used in the delivery of PiVOTiQ services are the intellectual property of PiVOTiQ Commercial Intelligence. The Client receives a non-exclusive, non-transferable licence to use each report delivered to them for internal business purposes only.

The Client must not: (a) on-sell, sublicence, or distribute PiVOTiQ reports to third parties as a commercial product; (b) reproduce, reverse-engineer, or replicate the PiVOTiQ methodology or output structure for commercial purposes; or (c) use PiVOTiQ reports to train, benchmark, or develop competing AI systems.

The Client retains all intellectual property rights in the contract documents submitted to PiVOTiQ. PiVOTiQ will not disclose submitted contract documents to any third party except as required by law.

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Confidentiality and Privacy

PiVOTiQ treats all submitted contract documents and Client information as confidential. PiVOTiQ will not disclose Client contract documents or identifying information to any third party except: (a) as required by Australian law or a court order; (b) to its professional advisers under a duty of confidentiality; or (c) with the Client's express written consent.

PiVOTiQ collects and handles personal information in accordance with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles. South African clients should note that their information will be stored and processed in Australia and, potentially, on international cloud infrastructure. By submitting information to PiVOTiQ, the Client consents to this cross-border transfer.

PiVOTiQ does not use submitted contract documents or Client information to train AI systems. AI processing is carried out under contractual arrangements that expressly prohibit the use of submitted data for model training or model improvement purposes. For full details of how personal information is collected, stored, used, and protected — including the sub-processors engaged in delivery of the service and data subject rights available under POPIA — refer to PiVOTiQ's Privacy Notice at privacy.html.

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Acceptable Use

The Client agrees to use the PiVOTiQ service only for lawful commercial purposes in connection with genuine construction contracts. The Client must not:

  • Submit fabricated, synthetic, or substantially altered contracts for the purpose of testing, benchmarking, or gaming the service
  • Attempt to reverse-engineer, scrape, or extract PiVOTiQ's AI methodology or prompt structure
  • Misuse reports in any way that could prejudice a counterparty, including fraudulent misrepresentation in negotiations
  • Represent PiVOTiQ outputs as legal advice or formal commercial opinions to any third party
  • Resell or commercially exploit PiVOTiQ reports without written authorisation
  • Use the service to circumvent applicable South African exchange control regulations
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South African Statutory Context

PiVOTiQ reports include references to South African statutory frameworks including the Construction Industry Development Board Act 38 of 2000 (CIDB Act) and the Construction Regulations under the Occupational Health and Safety Act 85 of 1993. These references are informational and are intended to flag statutory context relevant to the commercial risk identified. They do not constitute legal advice on statutory compliance.

The following statutory and contractual timeframes may be referenced in reports as context for identified risks. These are references only — actual timeframes depend on the specific contract form, the facts of each situation, and applicable South African law:

  • NEC payment certificates: typically 1–4 weeks from assessment date depending on the contract data
  • JBCC payment: typically 30 days from payment certificate for the employer to pay
  • CIDB adjudication referral: within the contractually agreed dispute period
  • NEC early warning notices: as soon as the contractor becomes aware of an event
  • NEC compensation event notifications: 8 weeks from the contractor becoming aware
  • JBCC practical completion: certificate to be issued within 5 working days of completion

These timeframes must be verified with a qualified South African construction attorney before action is taken. Contractual time limits can be strict and non-extendable under South African contract law; errors cannot be corrected after the relevant deadline has passed.

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Amendments to These Terms

PiVOTiQ may amend these Terms at any time by publishing an updated version on the PiVOTiQ website. For month-to-month subscribers, amended Terms take effect on the next billing period after the date of publication. For once-off reviews, the Terms in force at the date of purchase apply to that review, unless the amendment is required by law.

Continued use of the service after an amendment takes effect constitutes acceptance of the amended Terms.

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Dispute Resolution

In the event of a dispute between PiVOTiQ and a Client, the parties agree to first attempt to resolve the dispute by direct negotiation. Either party may initiate this process by giving written notice to the other party specifying the nature of the dispute.

If the dispute is not resolved within 14 days of the written notice, either party may refer the dispute to mediation. The mediator shall be agreed by the parties or, failing agreement, appointed by the Resolution Institute (Australia). Mediation costs are shared equally unless otherwise agreed.

South African clients acknowledge that any litigation arising from these Terms will be conducted in the courts of Queensland, Australia, and consent to the jurisdiction of those courts. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction, including South African courts where appropriate.

These Terms are governed by the laws of Queensland, Australia.

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General

Entire Agreement

These Terms, together with any subscription confirmation, constitute the entire agreement between PiVOTiQ and the Client regarding the services and supersede all prior representations, negotiations, and agreements.

Severability

If any provision of these Terms is found to be invalid, unenforceable, or illegal under applicable law, that provision is severed and the remaining Terms continue in full force.

Force Majeure

PiVOTiQ is not liable for any failure to deliver services that results from circumstances beyond its reasonable control, including but not limited to natural disasters, infrastructure failures, AI provider outages, international banking system failures, SWIFT network interruptions, or government action.

Language

These Terms are in English. In the event of any translation, the English version prevails.

Contact

  • Email: enquiries@pivotiq.com.au
  • Payments: payments@pivotiq.com.au
  • Website: www.pivotiq.com.au
  • Entity: PiVOTiQ Commercial Intelligence | ABN 90 666 355 666

These Terms and Conditions apply to PiVOTiQ Commercial Intelligence services provided to South African clients. PiVOTiQ is an Australian entity (ABN 90 666 355 666) and is not a law firm. Not legal advice. Version 2.0 — May 2026 | www.pivotiq.com.au