1.1 The following definitions and rules of interpretation apply in these terms and conditions:
1.2 “Writing” excludes fax and includes email.
2.1 By signing up to the Software (including any free trial period) and by accessing or using the Platform thereafter, the Customer (including the Admin User and, where applicable, any other Users for whom licences are purchased) agrees to be bound by these terms and conditions. Each Customer is entitled to a single free trial period only, during which the Customer shall have one User. These terms and conditions apply both during any free trial and throughout all subsequent access to and use of the Platform. By entering into these Terms, the Customer also consents to the Supplier contacting the Customer (including by email or other means) with information that may be of interest.
2.2 Subject to payment of the applicable Fee, the Supplier will provide the Customer with secure login credentials or access protocols for the Platform within two (2) Business Days of acceptance of the Order.
2.3 The Platform is provided solely as a hosted, subscription-based online service. The Customer does not receive any software code, object code, or installation package, and no local installation is required or permitted.
2.4 The Customer is solely responsible for ensuring that its systems, devices, and internet connectivity meet the technical requirements for access to the Platform.
3.1 In consideration of the Fee, the Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its internal business purposes for the Subscription Term.
3.2 The Customer must not, and must procure that each User does not:
3.3 The Customer acknowledges that the Platform is proprietary to the Supplier and the Customer receives no right, title or interest in the Intellectual Property Rights of the Supplier (whether or not comprised in the Platform or accessible to the Customer) by virtue of the Supplier granting the licence hereunder.
3.4 By placing the Order and paying the Fee for the first User licence the Customer agrees that they will be bound by these terms and conditions for an initial period of twelve (12) months commencing on the Purchase Date of the Primary Licence (Initial Term).
3.5 Unless the Customer has given not less than one month’s notice in writing to the Supplier, such notice to expire no earlier than the end of the Initial Term or Remaining Initial Term (as applicable), the term shall automatically extend by a further 12 month period (each a Renewal Term), and a Renewal Term shall be extended by a further period of 12 months unless and until terminated on not less than one months’ notice (in each case to expire at the end of a Renewal Term).
3.6 Each User licence includes unlimited manual use of the Platform and an annual allowance of up to three hundred (300) CAD file uploads. This allowance resets at the commencement of each Subscription Year and is pro-rated daily for any additional licences purchased during that Subscription Year.
4.1 The Supplier will use reasonable commercial efforts to ensure the Platform is available 99% of the time during each calendar month, excluding:
4.2 The Supplier will provide the Customer with access to a virtual helpdesk for technical support during Business Hours on Business Days. All support requests shall be submitted exclusively via the Supplier’s designated ticketline service, through which all related communications shall be managed.
5.1 The Supplier may deploy maintenance upgrades and/or releases from time to time, which may be applied without notice. The Customer acknowledges and agrees that, in order to perform such maintenance, updates, or other necessary actions, the Supplier (or a third party acting on its behalf) may access the account of each User as it sees fit, including making changes, updates, or configurations required to ensure the proper functioning and security of the Platform.
5.2 The Customer must use the most recent version of the Platform provided by the Supplier, and acknowledges that updates are a condition of continued access.
6.1 Where the Platform includes access to one or more pre-configured or default rate libraries (“Indicative Rate Library”), the Customer acknowledges and agrees that:
7.1 The subscription fee (the “Fee”) shall be an amount invoiced per User (exclusive of VAT) for each Subscription Year, and is payable in advance. The Fee applicable for each Subscription Year may be adjusted by the Supplier from time to time, including to reflect inflationary rates or at the Supplier’s discretion.
7.2 Where the Customer purchases additional User licences part-way through the Initial Term or any Renewal Term, the Fees for such additional licences shall be calculated on a pro-rata basis from the purchase of the additional licence(s) until the expiry of the of the then-current Subscription Year. The pro-rata Fees shall be invoiced and payable in full upon issue of the relevant invoice.
7.3 On renewal of the Initial Term or any Renewal Term, all User licences (including any additional licences purchased during the preceding Subscription Year) shall be renewed and invoiced together in accordance with these Terms.
7.4 One month prior to each anniversary of the purchase date of the first User licence by the Customer, the Supplier shall invoice the Customer for the annual Fee for each active User account as at that date for the following Subscription Year.
7.5 All Fees are payable within thirty (30) days of invoice date, are non-refundable except as expressly provided in these Terms, and are exclusive of VAT and any other applicable taxes, which the Customer shall pay in addition.
8.1 Each party shall keep confidential any information relating to the business, assets, operations, customers, clients, or suppliers of the other party or its Affiliates, and not disclose it to any third party during the term of the subscription and for two (2) years after termination.
8.2 Either party may disclose confidential information:
8.3 Neither party shall make public announcements relating to the other party without prior written consent, except as required by law.
9.1 If notified of a defect during this period (excluding misuse or unauthorised modifications), the Supplier may use reasonable endeavours to correct the defect.
9.2 The Supplier does not warrant that the Platform will be uninterrupted or error-free.
10.1 Except as provided in Clause 10.2:
10.2 Nothing in these terms and conditions limits liability for:
11.1 The Customer acknowledges that all Intellectual Property Rights in the Platform (including Maintenance Releases, updates, and configurations) belong to the Supplier.
11.2 The Customer must:
11.3 If a claim is made or likely to be made, the Supplier may:
12.1 Compliance with Law
Each party shall comply with all applicable data protection and privacy laws, including the UK General Data Protection Regulation (“UK GDPR”), the EU GDPR (where applicable), the Data Protection Act 2018, and any other relevant legislation.
12.2 Roles and Responsibilities
The Customer remains the data controller for all personal data it uploads or inputs into the Platform (“Customer Data”). The Supplier acts solely as a data processor and shall process Customer Data only:
12.3 Security Measures
The Supplier shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, accidental loss, destruction, or damage. These measures include, at a minimum:
12.4 No Sharing of Customer Data
The Supplier shall not sell, rent, lease, or otherwise share Customer Data with any third party except:
12.5 Data Breach Notification
If the Supplier becomes aware of a personal data breach affecting Customer Data, it shall notify the Customer without undue delay, providing sufficient details to allow the Customer to meet its own reporting obligations.
13.1 Either party may terminate the subscription with immediate effect by written notice if the other party:
13.2 Termination will not affect any accrued rights or remedies.
13.3 On termination, the Customer’s access to the Platform will cease immediately.
13.4 The Supplier can terminate the subscription at any time on giving to the Customer one month’s notice in writing.
14.1 A waiver of any right must be in writing and does not apply to future rights unless expressly stated.
14.2 Delay or partial exercise of a right does not constitute a waiver of that or any other right.
Except as expressly stated, all remedies under these terms and conditions are cumulative and do not exclude other legal remedies.
The Order and these Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.
Neither party shall be liable for any delay or failure to perform obligations due to events beyond its reasonable control.
If any provision of these terms and conditions is found to be invalid, illegal, or unenforceable, that provision shall be deemed deleted, but the remainder of the Terms shall continue in full force and effect.
The Supplier is entitled to transfer or assign their rights, benefits and obligations under these terms and conditions or otherwise in respect of the Platform at any time. The Customer is not entitled to transfer or assign any of their rights, benefits or obligations under these terms and conditions in respect of the Platform without the prior written consent of the Supplier. Accounts for each User are specific to that User and are not assignable to any other User without the prior written consent of the Supplier.
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).
eeziQS is based in the UK and serves infrastructure teams across the country.