Terms of Service

1. Definitions and Interpretation

In these Terms of Service, the following definitions shall apply unless the context otherwise requires:

2. Acceptance of Terms

2.1. By creating an account, accessing, or using the Platform in any manner, you confirm that you have the legal capacity and authority to enter into this Agreement and to bind yourself (and, where applicable, the organisation you represent) to these terms.

2.2. If you are entering into this Agreement on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity. In such cases, "you" and "your" shall refer to that entity.

2.3. We reserve the right to modify these Terms at any time. Material changes will be notified to you via email or through the Platform at least thirty (30) days before they take effect. Your continued use of the Platform after such changes constitutes acceptance of the revised Terms.

2.4. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Suddeco Ltd in relation to your use of the Platform and supersede all prior agreements, representations, and understandings.

3. Account Registration and Security

3.1. To access the Platform, you must create an account by providing accurate, complete, and current information. You agree to update your account information promptly to keep it accurate and complete at all times.

3.2. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at [email protected] if you become aware of any unauthorised use of your account or any other breach of security.

3.3. We reserve the right to suspend or terminate any account that we reasonably believe has been compromised, is being used in violation of these Terms, or poses a security risk to the Platform or other users.

3.4. You may not create multiple accounts for the purpose of circumventing usage limits, Token allocations, or any other restrictions imposed by your Subscription plan.

4. Services, AI Output, and Professional Responsibility

4.1. The Platform provides AI-powered construction management tools including, but not limited to, automated drawing analysis, scope of works generation, cost estimation, project management, CRM, team collaboration, and reporting functionality.

4.2. AI Output is provided as a professional aid and not as a substitute for qualified professional judgement. All AI-generated analyses, cost estimates, scope documents, and other outputs are intended to assist construction professionals in their work and must be independently reviewed, verified, and validated by appropriately qualified persons before being relied upon for any purpose.

4.3. While we employ industry-standard methodologies (including NRM1, BCIS data, and RICS guidelines where applicable) in our AI systems, we do not warrant that AI Output will be error-free, complete, or suitable for any particular purpose. Construction projects involve inherent variables that may not be fully captured by automated analysis.

4.4. You acknowledge and agree that you bear sole responsibility for any decisions made, actions taken, or contracts entered into based on AI Output. Suddeco Ltd shall not be liable for any loss, damage, or claim arising from reliance on AI Output without independent professional verification.

4.5. We continuously improve our AI models and algorithms. The Platform's features, capabilities, and AI Output quality may change over time as we refine our systems. We will endeavour to notify you of material changes to the Services.

5. Subscriptions, Tokens, and Payment

5.1. Access to certain features of the Platform requires a paid Subscription. The features, Token allocations, and pricing for each Subscription tier are set out on our pricing page and may be updated from time to time.

5.2. Tokens are consumed when you use AI-powered features of the Platform. Token consumption rates vary by feature and complexity of the task. Current Token consumption rates are published within the Platform and are subject to change with reasonable notice.

5.3. Unused Tokens included in your monthly Subscription allocation do not roll over to subsequent billing periods unless expressly stated in your plan terms. Additional Token packs purchased separately remain valid until consumed or until your account is terminated.

5.4. All prices are stated in British Pounds Sterling (GBP) and are exclusive of VAT unless otherwise stated. VAT will be charged at the applicable rate where required by law.

5.5. Subscription fees are billed in advance on a monthly or annual basis (as selected by you). Payment is processed automatically via the payment method registered to your account. You authorise us to charge the applicable fees to your designated payment method.

5.6. If payment fails, we will notify you and provide a grace period of seven (7) days to update your payment information. If payment is not received within the grace period, we may suspend your access to paid features until the outstanding balance is settled.

5.7. We reserve the right to adjust pricing with at least thirty (30) days' written notice. Price changes will take effect at the start of your next billing cycle following the notice period.

6. Cancellation, Termination, and Refunds

6.1. You may cancel your Subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period, and you will retain access to paid features until that date.

6.2. Refunds for Subscription fees are provided at our sole discretion. If you believe you are entitled to a refund, please contact us at [email protected] within fourteen (14) days of the charge in question.

6.3. We may terminate or suspend your account immediately, without prior notice, if we determine in our reasonable judgement that you have breached these Terms, engaged in fraudulent activity, or used the Platform in a manner that is harmful to us, other users, or third parties.

6.4. Upon termination of your account (whether by you or by us), your right to access the Platform ceases immediately. We will retain your Customer Data for a period of thirty (30) days following termination, during which time you may request an export of your data. After this period, we may permanently delete your Customer Data.

6.5. Sections of these Terms that by their nature should survive termination (including, without limitation, Intellectual Property, Limitation of Liability, Indemnification, and Governing Law) shall survive any termination or expiration of this Agreement.

7. Intellectual Property Rights

7.1. Ownership of the Platform. All Intellectual Property Rights in and to the Platform, including but not limited to the software source code, object code, algorithms, artificial intelligence models and training data, machine learning systems, user interface designs, visual elements, graphics, logos, trade marks, service marks, trade names, domain names, database structures, API designs, documentation, and all improvements, modifications, and derivative works thereof, are and shall remain the exclusive property of Suddeco Ltd. Nothing in this Agreement transfers or assigns any Intellectual Property Rights in the Platform to you.

7.2. Worldwide Protection. The Platform is protected by intellectual property laws in the United Kingdom and in every jurisdiction worldwide where such protection is available, including but not limited to all member states of the Berne Convention, the European Union, the United States of America, and all signatories to the TRIPS Agreement. We actively enforce our Intellectual Property Rights in all jurisdictions.

7.3. Prohibited Activities. You shall not, and shall not permit any third party to:

• a) Copy, reproduce, duplicate, download, store, distribute, publish, or transmit any part of the Platform or its content, except as expressly permitted by this Agreement;
• b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the Platform or any component thereof;
• c) Modify, adapt, translate, or create derivative works based on the Platform or any part thereof;
• d) Remove, alter, obscure, or tamper with any copyright notices, trade mark notices, digital watermarks, or other proprietary rights notices contained in or on the Platform;
• e) Use any automated means, including web scraping, crawling, data mining, robots, or similar data gathering tools, to access, collect, or extract data from the Platform;
• f) Sublicense, sell, resell, lease, rent, loan, transfer, assign, or otherwise commercially exploit or make available the Platform or any part thereof to any third party;
• g) Use the Platform to develop, train, or improve any competing product, service, or artificial intelligence system;
• h) Benchmark, test, or evaluate the Platform for the purpose of publishing comparative analyses or reviews without our prior written consent;
• i) Frame, mirror, or display the Platform or any portion thereof on any other website or application without our prior written consent.

7.4. Customer Data. You retain all Intellectual Property Rights in your Customer Data. By uploading Customer Data to the Platform, you grant us a limited, non-exclusive, worldwide licence to process, store, and analyse your Customer Data solely for the purpose of providing the Services to you. This licence terminates upon deletion of your Customer Data or termination of your account (subject to our data retention obligations).

7.5. AI Output. Subject to your compliance with this Agreement and your active Subscription, you are granted a non-exclusive, non-transferable licence to use AI Output generated from your Customer Data for your internal business purposes. The underlying AI models, algorithms, and methodologies used to generate AI Output remain our exclusive property. You may not claim ownership of the AI models or methods, nor use AI Output to reverse-engineer our proprietary systems.

7.6. Feedback. If you provide us with any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), you hereby assign to us all rights, title, and interest in such Feedback and agree that we are free to use, disclose, reproduce, and exploit such Feedback without restriction, attribution, or compensation to you.

7.7. Enforcement. We reserve the right to pursue all available legal remedies, including injunctive relief, damages, and recovery of legal costs, against any person or entity that infringes our Intellectual Property Rights, in any court of competent jurisdiction worldwide.

8. Acceptable Use Policy

8.1. You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not use the Platform in any way that:

• a) Violates any applicable local, national, or international law or regulation;
• b) Infringes the Intellectual Property Rights or other rights of any third party;
• c) Transmits any material that is defamatory, obscene, offensive, threatening, or otherwise objectionable;
• d) Introduces viruses, malware, or other harmful code to the Platform;
• e) Attempts to gain unauthorised access to the Platform, other user accounts, or our systems;
• f) Interferes with or disrupts the integrity or performance of the Platform;
• g) Uploads false, misleading, or fraudulent information.

8.2. We reserve the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

9. Confidentiality

9.1. Each party agrees to keep confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, product designs, pricing, customer lists, and financial information.

9.2. The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a legitimate need to know and are bound by obligations of confidentiality no less restrictive than those contained herein.

9.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party.

10. Limitation of Liability

10.1. To the maximum extent permitted by applicable law, the Platform is provided on an "as is" and "as available" basis. We make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, or completeness.

10.2. In no event shall Suddeco Ltd, its directors, officers, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings, however caused and under any theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, even if we have been advised of the possibility of such damages.

10.3. Our total aggregate liability to you for all claims arising out of or in connection with this Agreement shall not exceed the greater of: (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one hundred pounds sterling (£100).

10.4. Nothing in this Agreement shall exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

10.5. You acknowledge that the fees charged for the Platform reflect the allocation of risk set out in this Agreement and that we would not enter into this Agreement without these limitations on our liability.

11. Indemnification

11.1. You agree to indemnify, defend, and hold harmless Suddeco Ltd, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Platform; (b) your breach of this Agreement; (c) your violation of any applicable law or regulation; (d) your Customer Data; or (e) any claim by a third party arising from your use of AI Output.

11.2. We shall promptly notify you of any claim subject to indemnification and provide you with reasonable cooperation in the defence of such claim at your expense.

12. Service Availability and Support

12.1. We will use commercially reasonable efforts to maintain the availability of the Platform. However, we do not guarantee uninterrupted or error-free operation. The Platform may be temporarily unavailable due to scheduled maintenance, system upgrades, or circumstances beyond our reasonable control.

12.2. We will endeavour to provide advance notice of scheduled maintenance where practicable. Emergency maintenance may be performed without prior notice when necessary to protect the security or integrity of the Platform.

12.3. Support is provided in accordance with your Subscription tier. Details of support levels, response times, and channels are set out on our pricing page and within the Platform.

13. Third-Party Services and Integrations

13.1. The Platform may integrate with or provide links to third-party services, websites, or applications. Such third-party services are governed by their own terms and privacy policies, and we are not responsible for their content, functionality, accuracy, or availability.

13.2. Your use of any third-party service accessed through the Platform is at your own risk. We make no representations or warranties regarding third-party services and shall not be liable for any loss or damage arising from your use of such services.

14. Governing Law and Dispute Resolution

14.1. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14.2. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, provided that we retain the right to seek injunctive or other equitable relief in any court of competent jurisdiction worldwide to protect our Intellectual Property Rights.

14.3. Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through negotiation. If the dispute cannot be resolved within thirty (30) days of written notice, either party may proceed with formal legal action.

15. General Provisions

15.1. Entire Agreement. This Agreement, together with the Privacy Policy and any applicable Order Form, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, and agreements.

15.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the original intent.

15.3. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15.4. Assignment. You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. We may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.5. Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government actions, power failures, internet disruptions, or third-party service outages.

15.6. Notices. All notices under this Agreement shall be in writing and sent to the email address associated with your account (for notices to you) or to [email protected] (for notices to us). Notices shall be deemed received when sent by email, provided no delivery failure notification is received.

15.7. No Third-Party Rights. This Agreement does not confer any rights on any person or party other than the parties to this Agreement and their respective successors and permitted assigns.

16. Contact Information

For any questions, concerns, or requests regarding these Terms of Service, please contact us: