What the agreement will have to cover, written down before a lawyer writes it.

The customer is the contracting company, not the person who happened to create the account. Everything in the product is organization-scoped — projects, vendors, bids and files all belong to an org row rather than to a user — so the agreement should attach to the company and survive the departure of the estimator who signed up.

Wire-In needs to be named as a specific legal entity here, with a state of formation. That entity does not yet exist on paper, and no version of this document can be finished until it does.

Subcontractors who receive an invitation to bid can hold a free account. They are not the customer and they are not paying, so the agreement has to say plainly which terms reach them and which do not.

An annual, non-exclusive right for one company to use the hosted service. There is no on-premises option, no source access and nothing to install, which simplifies this section considerably.

The license is per company and per annual construction volume band, with unlimited named users inside it. Seat count is never a pricing input, so the usual "authorized users" mechanics that cap headcount do not apply and should not be copied in from a template that assumes they do.

Three products are sold separately or together: Precon Core, Inbox Intake and Vendor Compliance. The agreement needs to reference an order form or schedule rather than hard-coding which modules a given customer bought.

Annual term. The published rate card commits, in writing, to capping any increase at four percent a year for an existing customer — that is a contractual promise made on a public page, so this section has to carry it rather than leave it to marketing.

Construction volume is self-declared, verified at renewal, and never re-priced mid-term. The mechanism for what happens when a company crosses a band needs stating: it takes effect at the next renewal, not on the day they win a larger job.

The annual-prepay discount and the two-year-term discount are mutually exclusive. That is a commercial rule the document should make unambiguous.

Charged annually in advance through Stripe. Implementation is a one-time fee and, as a matter of policy, is never discounted.

Needs the ordinary machinery: currency (US dollars), late payment, what happens on a failed renewal charge, and whether a suspension precedes termination.

Sales tax treatment of SaaS varies by state and is genuinely unresolved here. Counsel and an accountant should settle it before the first invoice, not after.

The product has exactly three roles — admin, estimator and viewer — and they are ranked, so an admin can do anything an estimator can. Admins invite and remove people and control who reaches the org.

The agreement should be explicit that the customer, not Wire-In, decides who holds which role, and that the customer is responsible for what its users do with their access.

Credential-sharing, and the customer duty to tell us about a compromised account, belong here.

Free, always. That is a settled commercial decision and not a promotion, so this section should not be drafted with an expiry.

A subcontractor registers, uploads its own documents and acknowledges addenda. It is a party to whatever terms cover its own account, but it is not a party to the general contractor license — the two need to be distinguished cleanly, and the free-account terms may need to be a separate document.

Who owns what a subcontractor uploads, and what the general contractor may do with it after a bid is lost, is the question most likely to be asked in a procurement review. It needs a real answer rather than a cross-reference.

The customer owns everything it puts in: projects, vendors, quotes, bid values, submitted totals, outcomes and files. Wire-In needs only the narrow license required to host, process and display that data back to the customer.

The commercially sensitive material here is not personal data — it is live bid amounts, the vendor list, and the win rate. For a general contractor that is more sensitive than any PII in the system, and the confidentiality treatment should reflect that.

Whether customer data may be used to train models, and whether aggregated or de-identified benchmarks may be derived from it, is a decision that has to be made deliberately and stated plainly. A vague clause here is the kind a diligent buyer strikes.

The product accepts W-9s and certificates of insurance as file attachments. A W-9 contains a taxpayer identification number. Nothing in the software parses, indexes or displays those identifiers — the document is stored as a file and classified by kind — but it is in the system, and the agreement cannot pretend otherwise.

The customer needs to warrant that it has the right to upload documents belonging to its subcontractors, because Wire-In has no relationship with those subcontractors at the moment of upload.

This section should point at the data processing addendum rather than duplicating it, so the two documents cannot drift apart.

There is no uptime commitment today, no published maintenance window, and no support response target. Whatever this section says has to be something the business can actually meet, because a service level that is missed is worse than one that was never offered.

The honest position for the first cohort is a stated intent with no financial remedy, and that is a commercial decision to make consciously rather than by omission.

Vendor Compliance is on the published rate card and has not shipped. The public pages mark what is live, what is in build and what is committed by general availability, and the agreement needs to be consistent with that rather than quietly warranting the whole suite.

What a customer is entitled to if a committed module slips — credit, termination right, or nothing — is a genuine commercial question and should be answered here rather than in an email later.

The usual prohibitions: no reverse engineering, no reselling access, no automated scraping, no attempting to reach another organization’s data. The last one matters more than usual because this is a multi-tenant database, and it should be paired with a route for reporting a flaw rather than exploiting it.

Proposal links are public by URL and hold one contractor’s live bid material. Deliberately harvesting or redistributing them belongs in scope here.

Mutual, but asymmetric in practice: almost all of the confidential material flows one way, from the contractor into the system. Bid amounts, vendor lists, quote comparisons and win rates should be named as examples rather than left to a generic definition.

A general contractor will often want this section to survive termination indefinitely for pricing data. That is a reasonable ask and worth anticipating.

What is warranted about the service itself, and the disclaimer of everything else. Standard territory, but it needs to sit alongside the pre-release section above without contradicting it.

The product computes hit rates, coverage and levelled comparisons. It should be clear that those are calculations over data the customer supplied and are not advice about whether to bid a job.

This is the section that most needs a lawyer and least tolerates a template. The license fee for a mid-size contractor is a few thousand dollars a year; the value of a single bid passing through the system can be tens of millions. A cap tied to fees paid is conventional, and a customer whose bid material leaked would consider it inadequate.

The realistic worst case is disclosure of a live bid to a competitor, not downtime. Whatever the cap is, the drafting should confront that scenario directly instead of relying on a generic exclusion of consequential damages.

Wire-In indemnifying the customer for intellectual-property claims against the service, and the customer indemnifying Wire-In for the content it uploads — including third-party documents it did not have the right to upload.

Procedure, control of defense and notice requirements are standard and can follow counsel’s house form.

Grounds for each, on both sides, and the notice required. Non-payment, breach, and the customer simply choosing not to renew are the realistic cases.

Termination during a bid is the scenario that actually hurts. If a contractor loses access mid-pursuit, the consequences are immediate, and the drafting should account for the timing rather than treating access as fungible.

A concrete window in which the customer can retrieve its data, followed by a concrete deletion timeline. Both numbers have to be ones the operation can actually honour.

This needs building before it can be promised: there is a CSV export in the product, but there is no single "export everything" path today, and no automated deletion job. The clause and the feature have to land together.

How a change is notified, when it takes effect, and what a customer can do if a change is material. Because the term is annual, the cleanest structure is usually that changes apply from the next renewal.

Removing functionality a customer bought is different from adding to it, and the two should not be governed by the same sentence.

Depends entirely on where the Wire-In entity is formed, which is unresolved. Until that is settled this section cannot be drafted at all.

Whether disputes go to arbitration or to court, and whether class action is waived, are decisions with real consequences for a US business selling to other US businesses. They should be made deliberately.

Assignment, force majeure, severability, entire agreement, order of precedence between this document and any order form, and how notice is given.

A working notice address is a prerequisite. The address published on this site does not yet have mail routed to it, so notice sent to it today would be delivered to nobody.