Terms of Use

Disclaimer: The summaries and explanations provided alongside the Terms and Conditions (such as "What?" and "Why?" sections or TLDR) are intended for informational purposes only, to help clarify key points. These explanations do not replace or alter the full legal Terms and Conditions and should not be considered legal advice. We recommend consulting a legal professional if you have any specific questions or concerns about your rights and obligations under these Terms.

1. Parties

1.1. These Terms of Use ("Terms of Use") and any schedules to these Terms of Use form the Agreement ("Agreement") between EstimateOne Pty Ltd, registered in Australia under Australian Company Number 130 242 554 with its registered office at G4/29 Stewart St, Richmond VIC 3121 ("EstimateOne", "E1" "we" or "us", "our") and you (or, where a licensee has entered into an Order Form, the licensee named in the Order Form) ("Licensee" or "you", "your"), outlining the terms and conditions governing your use of our Platform (defined below) and the Services (defined below) that we make available through our Platform (defined below).

1.2. Without limiting the ways in which the parties may be bound by this Agreement, by signing this Agreement, or by clicking "I accept" (or similar wording) or using a similar mechanism indicating acceptance, by accessing the Platform, registering as a user or by otherwise using the Platform, or accessing the Platform, the Licensee agrees to be bound by this Agreement. We reserve the right to accept or reject any person's registration on the Platform in our absolute discretion.

1.3. If you are entering into this Agreement in your individual capacity, and not on behalf of a company or other legal entity, this Agreement applies to you personally.

1.4. If you are entering into this Agreement on behalf of a company or other legal entity you warrant that you have the authority to bind such entity to this Agreement, in which case the terms "Licensee", "you" or "your" shall refer to such entity and you, individually, in your capacity as an authorized user of such entity; and you agree to be jointly and severally liable for any breach of this Agreement by such entity. If you do not have such authority or if you do not agree with this Agreement (or any portion of this Agreement) then you must not agree to this Agreement and may not use our Services, including the Platform.

1.5. Notwithstanding any other provision of this Agreement, no license arises if you are a direct competitor of EstimateOne, except with the prior and express written consent of EstimateOne authorizing a grant of license to a direct competitor. For the avoidance of doubt, the mere execution or acceptance of this Agreement without an acknowledgment in that Agreement that you are a direct competitor will not suffice for this purpose.

1.6. Our service level commitments for the Platform are set out in the Service Level Schedule set out in Schedule 1.

2. Definitions

2.1. In this Agreement:

• (a) Adapted Software means any software resulting from the AI System learning or evolving, including modifications or adaptations to the AI System, including any AI System Data;
• (b) AI System means the Platform or other software owned or licensed by EstimateOne, any third-party software code or applications owned by third parties and supplied as part of, or in addition to, the AI System, any training data used by EstimateOne to train the AI System and any Adapted Software;
• (c) AI System Data means any data produced by and resulting from the Customer’s use of the AI System, and which are stored, contained or embedded in the AI System or its underlying model(s), including any statistical and aggregated data;
• (d) Claim means a claim, action, proceeding, judgment or demand made or brought by or against a party, including by a third-party, however arising and whether present, unascertained, future or contingent, including but not limited to claims for Loss or any form of legal liability;
• (e) Consequential Loss means any consequential, indirect, incidental, special, or punitive Loss or damages, including loss of profits, loss of revenue, loss of business opportunity, loss or corruption of data, loss of or damage to goodwill or reputation however caused, which a Licensee may directly or indirectly suffer in connection with the use of the Platform or any linked website, even if advised of the possibility of such damages;
• (f) Controller shall be as defined in the applicable Data Protection Law;
• (g) Copyright Work means a work attracting copyright protection pursuant to the Copyright, Designs and Patents Act 1988;
• (h) Data means all works and materials (including without limitation text, graphics, datasets, images, audio material, video material, audiovisual material, scripts, software and files);
• (i) Data Protection Laws means all applicable data protection and privacy legislation in force in the United Kingdom including (i) the EU General Data Protection Regulation ((EU) 2016/679) to the extent that it forms part of the law of the United Kingdom, under Section 3 of the European Union (Withdrawal Act) 2018 (UK GDPR); (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended and any amendments to these laws as updated from time to time; and the mandatory guidance and codes of practice issued by the Information Commissioner or other relevant data protection or supervisory authority.
• (j) Direct Marketing Purposes means for the purpose of advertising or promoting a particular product or service or products and services by sending commercial electronic messages such as any emails, SMS, MMS, and instant messaging used for marketing purposes;
• (k) Fees means any fees payable under this Agreement;
• (l) Force Majeure Event means any act, event or cause, other than lack of funds, affecting EstimateOne, that is outside EstimateOne’s reasonable control, including, but not limited to war, acts or threats of terrorism, riots, revolutions, civil war, acts or threats of sabotage, national emergency, imposition of martial law, government requisition or any unlawful act against public order or authority, adverse weather conditions, acts of God and destruction by natural disasters including landslides, earthquakes, tsunamis, fires, storms, cyclones and floods, epidemics, pandemic, quarantines, radiation and radioactive contamination, boycotts, strikes and other labour difficulties or any ongoing internet or telecommunications outage;
• (m) Insolvency Event means, in relation to a body corporate, any occurrence where a party: (i) becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986); (ii) becomes insolvent; (iii) has an order made or a resolution passed against them for the administration, winding-up or dissolution of them (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction, or, in relation to an individual, becoming bankrupt or entering into a scheme or arrangement with creditors or, in relation to an individual or any entity, the occurrence of any event that has a substantially similar effect to any of the above events;
• (n) Infringement Claim has the meaning set out in clause 16.1;
• (o) Intellectual Property or Intellectual Property Rights means all intellectual property rights, including trade marks, business names, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, copyright, database rights, moral rights, patents, patentable inventions and rights in designs, whether existing now or in the future anywhere in the world, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and whether or not registered or registrable, and includes any rights subsisting in or relating to confidential information, trade secrets, know how, inventions, discoveries, semiconductor and circuit layouts and further includes the right to apply for the registration or grant of any such intellectual property, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
• (p) Interest Rate means the rate per annum which is 4% above the Bank of England base rate but 4% for any period when that base rate is below 0%;
• (q) Indemnified Parties means EstimateOne and each of its directors, officers, employees, personnel, agents, contractors and related bodies corporate;
• (r) Licensee Data means all Data elements inputted or uploaded by or at the direction of the Licensee or its Users into the Platform or otherwise provided to us in connection with those services, including but not limited to the following items where they are uploaded by the Licensee: address book entries, construction plans, technical drawings, communication records, invoices, payment demands, audit trail records and any Copyright Works.
• (s) Loss means any damage, loss, cost, expense or liability of any kind incurred by the person concerned, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning;
• (t) Order Form means the online signup form, online or offline order form, online or offline provision of service agreement form, online or offline change request form to which this Agreement is attached or from which it is referenced, and that sets out the agreed particulars regarding this Agreement;
• (u) Personal Information shall be as defined as the term Personal Data is defined in the applicable Data Protection Law.
• (v) Platform means the system managed and used by EstimateOne to provide the Services, including all applications, document platforms, databases, system server software, APIs, AI Systems and generative AI elements, all content, images, text, source code, and object code, as well as desktop, mobile versions, and associated smartphone applications;
• (w) Privacy Policy means the EstimateOne Privacy Policy located on our Site;
• (x) Processor and ‘process’ shall be as defined in the applicable Data Protection Law;
• (y) Services means the services provided by EstimateOne to the Licensee, including via the Site, the Platform, EstimateOne applications and software via the internet in accordance with these Terms;
• (z) Site means EstimateOne’s websites, including https://estimateone.com/;
• (aa) Subscription Term means the period described in the Order Form;
• (bb) Special Claims has the meaning set out in clause 13.2;
• (cc) Third Party Data means Personal Information of third parties that is inputted by the Licensee into the Platform such as Personal Information of the Licensee’s actual or proposed subcontractors, suppliers, builders and/or employees.
• (dd) User Details has the meaning set out in clause 6.5(a).

3. Interpretation

In this Agreement, unless the context otherwise requires:

• (a) the singular includes the plural and vice versa;
• (b) headings and underlining are for convenience only and do not affect the construction of these Terms of Use;
• (c) the meaning of general words is not limited by specific examples introduced by ‘including’ or similar expressions; a party includes the party’s employees, officers, agents, successors, transferees, assigns and executors;
• (d) a provision of these Terms of Use will not be interpreted against a party because the party prepared or is responsible for the preparation of the provision, or because the party's legal representative prepared the provision;
• (e) a reference to a person includes a reference to an individual, a partnership, a company, a joint venture, government body, government department, and any other legal entity; and
• (f) a reference to time is to time in Victoria, Australia.

4. Terms of this Agreement

4.1. Composition of this Agreement

This Agreement consists of:

• (a) these Terms of Use;
• (b) the Schedules to this Agreement; and
• (c) any other terms expressly incorporated by reference, including any applicable Order Forms and any additional terms that apply to a trial use of the Platform as described in clause 5.10(c).

4.2. In the event of any inconsistency between these Terms of Use, any Schedules and any other terms expressly incorporated by reference, the terms will prevail in the order set out in clause 4.1.

4.3. Term

• (a) If the Order Form specifies a minimum term for any membership type or particular Licensee (e.g. ‘pay yearly’ or ‘pay monthly’), then your subscription for the Platform is for that minimum term ("Minimum Term") and, unless otherwise specified, cannot be cancelled or terminated by Licensee prior to the expiry of the Minimum Term; and
• (b) This Agreement will automatically renew for a further Term at the end of the Term unless either party gives notice of termination at least 30 days before the end of the Term or further Term. EstimateOne will provide Licensee with advance notice of any Fee changes at least 45 days before the end of the current Term.

5. Licence and Service Details

5.1. Licence

• (a) Subject to this Agreement including the payment of all Fees, and during the applicable Subscription Term, EstimateOne grants the Licensee a non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Services according to the terms of this Agreement for internal business purposes described in clause 5.6(b).

5.2. Services

• (a) Subject to this clause 5.2, the Licensee may use those of the Services applicable to its account type (e.g. subcontractor, supplier, builder), product type (e.g. Tender/RFQ Connect) and/or licence tier (e.g. Free (for subcontractors and suppliers only), Life/Starter, Essential/Standard, Professional/Pro, Professional Plus/Pro Plus) and, if applicable, the licence coverage area you have selected (single, multi-state or national) or the pre-purchased services (e.g. monthly unlock credits) that are included in Licensee’ licence tier or that the Licensee purchases separately. If the Licensee removes states or regions from its licence coverage area, it will lose access to new projects in those areas.
• (b) EstimateOne may permanently or temporarily disable features of the Platform and Services in its reasonable discretion by reasonable notice to the Licensee. While EstimateOne will endeavour to provide reasonable notice to Licensee, the Licensee acknowledges that EstimateOne may need to disable the Platform any part of it with minimal or no notice where reasonably necessary to protect our legitimate commercial interests.

5.3. Licence Limitations

The licence granted by EstimateOne to the Licensee under clause 5.1 is subject to the following limitations:

• (a) the Services may only be used by the Licensee’s officers, employees, sub-contractors, agents, affiliates or related third parties;
• (b) the Licensee must not permit any unauthorised person or application to access or use the Services;
• (c) The Licensee must not rent, lease, sell, distribute or sublicense its right to access and use the Services;
• (d) The Licensee must not make any alteration to the Services;
• (e) The Licensee is not granted a right to source code of the Services or any software;
• (f) The Licensee must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or the Services without the prior written consent of the Company;
• (g) Any monthly unlock credits included in your licence tier reset monthly and do not accrue; and.
• (h) If you downgrade your account, you will lose access to the Services that apply only to that higher-level account type, product type and/or licence tier.

5.4. Managing use

• (a) The Licensee is responsible for managing use of the Services within its organisation, utilising any control functions within the Services, such as monitoring, restricting, or facilitating access to the Services.
• (b) The Licensee is responsible for managing use of Platform collaboration features with other licensees of the Services, utilising any collaboration functions within the Services, such as issuing or responding to tenders, managing or providing quotes, or distributing or receiving documentation.

5.5. Conduct affecting the functioning of the Services

• As a user of the Services, the Licensee is prohibited from using any device, software, script or any other mechanism outside of the ordinary use of the Services that may affect the proper functioning of the Services for any user or is otherwise prohibited by these Terms of Use, including:
• (a) Taking actions that place unreasonable or excessive loads on our systems and servers;
• (b) Taking any action that degrades the operational performance of the Services;
• (c) Monitoring Platform availability, performance or functionality, or for any other benchmarking or competitive purposes;
• (d) Infecting our systems, servers or the Platform with any programming routines (such as viruses, worms, time bombs, etc.) that may damage, interfere with, delay, intercept or expropriate any system, data or Personal Information;
• (e) Revealing its account password to others or allowing use of its Platform account by others;
• (f) using another person's name, username or password or otherwise attempting to gain access to the Platform account of any other person;
• (g) using the Platform or the Services to carry out security breaches or disruptions of network communication. ‘Security breaches’ include, but are not limited to, accessing data of which the Licensee is not an intended recipient or logging into a server or account that the Licensee is not expressly authorised to access or corrupting any data. For the purposes of this clause, "security breaches" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
• (h) using the Platform or the Services to execute any form of network monitoring which will intercept data not intended for the Licensee;
• (i) using the Platform or the Services to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
• (j) using the Platform or the Services to interfere with or deny service to anyone;
• (k) using any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any person's use of the Platform or the Services;
• (l) sending unsolicited email messages through or to users of the Platform in breach of applicable laws;
• (m) using the Platform or the Services to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
• (n) using the Platform or the Services in breach of any person's privacy (such as by way of identity theft or "phishing"); and
• (o) assisting, encouraging or enabling others to use the Platform in a manner prohibited under this clause 5.5.

5.6. Reasonable use

• (a) The Licensee’s use of the Services is subject to compliance with the terms of this Agreement;
• (b) The Licensee’s use of Services is subject to the condition that you may make reasonable use of the Services for the purpose of:
  • a. finding construction projects for your business to help construct or supply to;
  • b. managing construction project tenders;
  • c. preparing construction contracts; or
  • d. managing construction projects and the interaction between participants in construction projects.
• (c) We may prohibit use of the Services that we consider to be unreasonable.

5.7. What is unreasonable use?

We will consider it unreasonable use if you (directly or indirectly):

• (a) violate this Agreement;
• (b) use the Services to violate any applicable laws or any legal rights of any person or company or other entity in any jurisdiction, including laws relating to spam or privacy;
• (c) use the Services to make fraudulent offers of goods or services;
• (d) violate our or any third-party's rights, including Intellectual Property Rights (such as rights to our Copyright Work) or confidentiality obligations;
• (e) except as required by you in order to utilise the Services, solicit Personal Information of other users of the Services;
• (f) use the Services as a business development tool for purposes other than those outlined in clause 5.6(b);
• (g) access, retrieve, copy, scrape, index any information contained on or obtained through the Platform or the Services for any purpose (including constructing or populating your own database, platform or communication); or use any scraping service, robot, spider, search/ retrieval application, or other automated device, process or means to do so, except as expressly authorised by us;
• (h) modify, adapt, appropriate, reproduce, republish, distribute, resupply, translate, create derivative works or adaptations of, publicly display, sell, resell, repackage, trade, or in any way exploit the information contained on or obtained through the Platform or the Services, except as expressly authorised by us. For the avoidance of doubt, you must not conduct data mining or resupply, resell or repackage information (including Personal Information and job noticeboard information) obtained from the Platform;
• (i) access or use the Platform in a manner that is directly or indirectly involved in the development or operation of a competing product or service;
• (j) attempt to gain unauthorised access to the Platform, including through hacking, password mining or any other means; or
• (k) reverse engineer any portion of the Platform.

5.8. Without affecting any other remedies available to us, we may permanently or temporarily remove or disable access to unacceptable content or terminate or suspend a user’s account or access to the Services, without notice or liability if we (in our discretion) determine that a user has:

• (a) engaged in conduct affecting the functioning of the Platform or the Services in contravention of clause 5.5; or
• (b) unreasonably used the Services in contravention of clause 5.6 and 5.7.

You agree to cooperate with us to investigate and remedy any violation.

5.9. Specified Conduct

Through the Platform’s ‘Specifinder’ feature, we allow Supplier Licensees to nominate any one or more of their own products as being "as specified" or "equivalent to (as specified)" in the requirements of the project documents for a particular project posted to the Platform by a subcontractor. Supplier Licensees agree to use due care and act in good faith in making any such nomination, including by reviewing the relevant project documents prior to making any such nomination. Our liability is limited in relation to the ‘Specifinder’ feature in accordance with clause 12.8.

5.10. Free trial of a paid membership

• (a) If you are registered for a fee-free or freemium membership (e.g. for subcontractors and suppliers) this subclause does not apply to you.
• (b) If you register for a free trial of a paid membership on the Platform, then this Agreement will also govern that free trial. EstimateOne will make the Services available to you on a trial basis free of charge until the earlier of:
• (1) the end of the free trial period; or
• (2) the start date of any paid memberships ordered by you.
• (c) Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Please read those terms carefully.
• (d) Trial account data you enter into the Platform and any customisation made to the Platform by or for you during your free trial may be permanently deleted unless you purchase a membership to the same services as those covered by the trial, purchase an upgraded membership, or export such data before the end of the trial period (if your trial account type provides this functionality).
• (e) You cannot transfer data entered or customisations made during a free trial to a paid service that would be a downgrade from the service covered by the free trial (for example from Professional Plus membership to a Professional membership). In such circumstances you must export your data before the end of the free trial period or your data may be permanently lost. For the avoidance of doubt, any ongoing free or freemium membership is considered a downgrade from a trial version of a paid membership.

6. Intellectual Property and Privacy

6.1. Generally

• (a) You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to you.
• (b) As between you and us, we own all Intellectual Property Rights in the Platform, including all any modifications or enhancements thereof and the outputs created, invented or devised of any AI System provides as part of the Platform.
  • What? Even if you use the platform to create something with the help of an AI system, the resulting output is owned by EstimateOne. This ensures we can keep improving and managing the platform for all users.
• (c) You have no rights in the Platform or in any part of it (including copyright and database rights) or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms of Use.
  • What? While you’re using the platform for your business needs, we remain the owners. This allows us to focus on improving and maintaining the platform so you can rely on it while using it.
• (d) To the extent necessary and possible, all the present and future Intellectual Property Rights in the outputs created, invented or devised by any AI System (other than any Licensee Data provided by the Licensee) are hereby assigned to the EstimateOne, absolutely with full title guarantee and free of any encumbrances and you will procure the waiver of all moral rights attaching to the same pursuant to Chapter IV of Part I of the Copyright, Design and Patents Act 1988 and any similar or corresponding rights.
  • What? Even if you interact with our AI system and it creates something, we keep ownership of those outputs. This ensures we can continue improving the platform to provide a better experience for all users.
• (e) Subject to the terms of this Agreement and payment of the Fees, EstimateOne hereby grants to the Licensee a non-exclusive, nontransferable, non-sublicensable licence to use outputs of any AI System for their internal business purposes for the Subscription Term.
  • What? You have the right to use the AI system’s outputs for your business as long as you follow the terms. This helps us ensure everyone gets the same fair use of the platform’s features.
• (f) You agree that any Intellectual Property Rights in any comments that you may provide to us in connection with the Platform (including the AI System or Adapted Software) or requests for new Platform features (each, an "Improvement Suggestion") becomes our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to the Platform or otherwise providing the Improvement Suggestion to us, and you hereby assign all Intellectual Property Rights in all and any such Improvement Suggestions to us, effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to the Platform. You will procure the waiver of all moral rights attaching to the same pursuant to Chapter IV of Part I of the Copyright, Design and Patents Act 1988 and any similar or corresponding rights.
  • What? If you share ideas or suggestions about improving the platform, those ideas become part of our property. This allows us to act on your feedback and make improvements without any hurdles. We want to make sure we can quickly act on helpful suggestions, allowing us to improve the platform efficiently and continuously for all users.
• (g) You must not take any step to invalidate or prejudice our (or our licensors') Intellectual Property Rights in the Platform or otherwise. Without limiting the foregoing provisions, you must not register any security interest or purchase money security interest on the Personal Property Securities Register, or otherwise encumber or charge your rights in respect of your Licensee Data or with respect to the rights granted to you by these Terms of Use to use the Platform.
  • What? To help us manage the platform smoothly, you agree not to take any actions that could interfere with our ownership or control of the platform.

6.2. Licensee Data and Copyright

• (a) Uploading any Licensee Data into the Platform will not alter the ownership of any copyright that subsists in that Licensee Data.
• (b) Licensee warrants that with respect of any Licensee Data that it uploads into the Platform, discloses, distributes or shares using the Platform, or amends or allows others to amend within the Platform, the Licensee is fully entitled to so upload, disclose, distribute, share and amend that Licensee Data, or authorise others to do so, without infringing the Intellectual Property Rights or other rights of any third-party; and our collection, use, storage and/or disclosure thereof in the course of providing the Platform, will not breach any applicable law or right of any person. Licensee shall obtain all consents necessary to collect and upload Personal Information of its users and customers in compliance with applicable laws, including the Data Protection Laws.
  • What? Before you upload or share any data on our platform, it’s your responsibility to ensure you have the right to do so. This means you need to make sure you’re not violating anyone else’s rights, like copyright or privacy, and that all the necessary consents have been obtained.
• (c) You are solely responsible for the accuracy, legality and quality of your Licensee Data and for obtaining any permissions, licences, rights and authorisations necessary for us to use, host, transmit, store and disclose the Licensee Data in connection with the provision of the Platform and the Services.
  • What? You’re in control of the data you upload. It’s your job to make sure the data is correct, legal, and has all the proper permissions in place so we can host and use it in connection with the platform’s services.
• (d) The Licensee grants EstimateOne a non-exclusive, worldwide, royalty-free licence to reproduce, distribute and amend its Licensee Data pursuant to the functions of the Platform and EstimateOne's normal operations and improvement of the Platform and the Services (including customising and improving the user experience, performance and Platform functionality, backups, maintenance, testing and development), and for the purposes of integration, data sorting, processing, indexing, summarising, compiling, analysing and searching that Licensee Data. This licence granted to EstimateOne continues after this Agreement ends.
  • What? By uploading your data, you allow us to use it to operate and improve the platform. This means we can process it as needed to make sure the platform runs smoothly. Even if your agreement with us ends, we may still use the data for these purposes.
• (e) The Licensee hereby grants a royalty-free, worldwide, sub-licensable, non-exclusive licence for EstimateOne (and each of its direct and indirect subcontractors) to use, copy and otherwise utilise the Licensee Data as required to develop or provide the AI System and/or the Platform, for further developing and improving its algorithms and models and to exercise or perform EstimateOne's rights, remedies and obligations under the Agreement. Licensee waives, or shall procure the waiver of, all moral rights in the Intellectual Property Rights assigned to EstimateOne under this Agreement.
  • What? Some of your data may be used to help us improve the platform and develop AI systems. By allowing us to use it for these purposes, we can keep making the platform better for all users. We don’t need to credit you when using this data for these improvements.
• (f) Where the Licensee Data are or have become part of the AI System the Licensee hereby grants to EstimateOne a perpetual, irrevocable, royalty-free, worldwide, sub-licensable, non-exclusive licence to use, copy and otherwise utilise the Licensee Data as necessary to commercialise, sell and support the AI System and/or the Adapted Software with EstimateOne's other existing and future customers:
  • (3) to the extent that they are incorporated in the AI System and/or the Adapted Software; and
  • (4) provided that they are anonymised, non-identifiable, and reduced to mathematical constructs
  • What? Some of your data might be used to help develop and improve the AI system, but we’ll make sure it’s anonymized and cannot be traced back to you. This allows us to keep improving the platform while protecting your privacy.
• (g) You agree that you, not us, are solely responsible for backing up and archiving all Licensee Data.
  • What? We don’t offer backup services for your data, so you need to make sure you’ve saved and stored your own copies. This helps protect you in case your data is lost or damaged.
• (h) You acknowledge that your access to your Licensee Data that is hosted in the Platform is subject to your compliance with these Terms of Use, including payment of any applicable Fees.
  • What? As long as you follow the agreement and stay current with your payments, you’ll continue to have access to your data on the platform.
• (i) Except in respect of a Special Claim arising under cl 13.3, You agree that we are not responsible for any loss, corruption or hacking of any Licensee Data.
  • What? We do our best to protect your data, but we can’t be held responsible if something happens to it. We recommend taking steps to back up and secure your data as well.
• (j) You indemnify us in respect of any loss and damage we or any of our suppliers incur in respect of any Claim that any of your Licensee Data is lost, unavailable or corrupted or the transmission, storage, disclosure, or access to any of your Licensee Data infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.
  • What? If your data leads to a legal issue, you’re agreeing to cover any costs or damages.

6.3. Trade marks

• (a) The trade marks used as part of the Services are either trade marks of EstimateOne, or third-party trade marks which EstimateOne has permission to use.
• (b) Nothing in this Agreement gives the Licensee any right to use any trade mark displayed as part of the Services without the express written permission of EstimateOne or, if applicable, the third-party owner of the trade mark.
• (c) The Licensee must provide EstimateOne with an electronic copy of its main company logo for display as part of the Services. Upon doing so the Licensee grants EstimateOne a non-exclusive, worldwide, royalty-free licence to use and reproduce that trade mark for the purposes of referring to the Licensee as part of the Services and referring to the Licensee’s projects.

6.4. Privacy

• (a) EstimateOne collects and processes Personal Information of the Licensee in the course of providing the Services. Our Privacy Policy sets out how EstimateOne handles that Personal Information. Please review a copy of our Privacy Policy located at https://estimateone.com/privacy/ or contact EstimateOne for a copy before using our Services. Licensee agrees that we can use Licensee Personal Information subject to this Agreement, our Privacy Policy and notices and consents we provide in the context of the Services.
  • What? We collect and process your personal information while providing our services, and our Privacy Policy explains how we handle it. By using the platform, you agree to this.
• (b) The parties agree to comply with their obligations under the Data Protection Laws. This clause 6.4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Laws.
  • What? It’s important that both you and EstimateOne comply with data protection laws. This clause makes sure you understand that following these laws is essential and cannot be replaced by any other terms in the agreement.
• (c) To the extent that EstimateOne receives Third Party Data from the Licensee, and/or processes any Third Party Data on behalf of the Licensee, the Licensee shall be a Controller and EstimateOne shall be a Processor in respect of such Third Party Data. Where EstimateOne is a Processor, the provisions of Schedule 2 shall apply.
  • What? When you provide data belonging to third parties for us to handle, you remain responsible for it (the controller), and we simply process it as instructed by you (the processor). This is explained further in Schedule 2 of the agreement.
• (d) The Licensee acknowledges and agrees that where a third party user signs up with EstimateOne, EstimateOne acts as an independent Controller of that user’s Personal Information, and the Licensee agrees that the Licensee is not a joint Controller of such user Personal Information; and EstimateOne holds and uses such Personal Information as it determines in its sole discretion.
  • What? When a third-party user signs up with EstimateOne, we act as the data controller, and you are not involved in controlling that data.
• (e) The Licensee acknowledges that the Services facilitate the publication and sharing of certain information in relation to account profiles and projects, via directory services and connection services including:
  • (1) information related to the Licensee’s business entity, such as business name, services offered, business contact details and other similar details;
  • (2) Personal Information, such as names, addresses, email addresses, telephone numbers and other contact details;
  • (3) watchlist and quoting status to users with certain credential tiers; and
  • (4) information related to supplier’s products and product ranges

  of the Licensee and others, and the information that Licensee shares or posts may be seen, copied and used by other users.

  • What? The platform is designed to help you share business and contact information with others, like when you’re managing projects or connecting with suppliers. This information may be seen and used by other users, so be mindful of what you share.
• (f) The Licensee agrees that it will be responsible for familiarising itself with the operations of the Services, including directory services, connection services and network services, including which information fields will be shared, before entering any personal, confidential or sensitive information belonging to itself or a third-party into such fields. Where we have made settings available, we will honour the choices the Licensee makes about who can see such information (e.g., proactively suggesting connections via connection services, making Personal Information available on directory services).
  • What? We encourage you to explore how the platform handles data before sharing any personal or sensitive information. You control who can access certain information, and we’ll respect your choices, but it’s important to know how the system works beforehand.
• (g) The Licensee acknowledges and agrees that where the Licensee obtains another user’s information (including Personal Information) from an EstimateOne Service (such as where subcontractor details are obtained, updated or enriched from a directory service and added to or unified with Licensee’s address book):
  • (1) EstimateOne is not responsible for users’ content or information, or the timeliness of that information, and Licensee uses such information at its own risk;
  • (2) Data inputted or uploaded by the Licensee to the platform (e.g. address book entries) is Licensee Data;
  • (3) Account profile information (including Personal Information) obtained, updated or enriched from an EstimateOne Service is not Licensee Data; and
  • (4) Notwithstanding clause 6.4(f)(3) the Licensee has a non-exclusive, non-assignable, non-sublicensable, revocable right to use such Data obtained, updated or enriched from an EstimateOne Service indefinitely for the limited purposes set out in 5.6(b) only and subject to clause 10.

  What?

  • When you get information about other users (like subcontractor details) from EstimateOne’s services, we aren’t responsible for its accuracy or how up-to-date it is, so use it carefully.
  • The data you upload (such as address book entries) is considered your own data. However, information about other users you collect through the platform doesn’t belong to you and can only be used for limited business purposes. This is to ensure proper handling and use of the data in line with the platform’s rules.
• (h) The Licensee must comply with all applicable Data Protection Laws when using the Services and making use of any Personal Information obtained through the Services, including that the Licensee shall not utilise, distribute, publish, supply or apply any part, parts or portion of Personal Information sourced via the Services for Direct Marketing Purposes via any electronic messaging or physical messaging.
  • What? You can’t use the personal information you find on the platform for direct marketing without permission. It’s your responsibility to follow all data protection laws when using any personal data obtained from the platform.
• (i) EstimateOne may compile statistical information related to the use and performance of the Services, may generate, adapt, derive and aggregate insights with this statistical information and may make such statistical information publicly available, provided such information does not:
  • (1) incorporate your Personal Information and/or identify you; and
  • (2) cannot be identified as originating or deriving directly from your confidential information.
  • What? You can’t use the personal information you find on the platform for direct marketing without permission. It’s your responsibility to follow all data protection laws when using any personal data obtained from the platform.
• (j) EstimateOne retains all Intellectual Property Rights in statistical information and Data compiled, adapted, derived, aggregated, or generated from the use and performance of the Services, for example insights determined through our machine learning algorithms or professional experience or other AI features which are enhanced by us.
  • What? We own the insights and statistics we generate from platform usage. These help us improve the platform and develop new features, but we make sure your personal data isn’t part of those statistics.

6.5. User Details

• (a) You will be required to provide your details, including Personal Information (“User Details”). You must provide accurate and appropriate User Details, including providing a valid email address, and to keep any passwords, tokens and account access links confidential. If any of your User Details change, you must promptly update those details in your Platform account.
• (b) We may send an email to you with a hyperlink which requires you to verify that you are the owner or operator of the email address entered by you during registration, and we may cancel/not approve your registration if your rights to the email address are not so verified, or where you do not satisfy any of our other eligibility criteria.
• (c) You must not provide your Platform account name or password to any person. Dissemination or misuse of account and/or password information constitutes grounds for termination of your Platform account.
• (d) You agree and acknowledge that you shall be solely responsible for the confidentiality of your username and password and any use of your Platform account (including unauthorised use), and for all activities that occur using your User Details.
• (e) EstimateOne is entitled to act on instructions received under your User Details, and you release EstimateOne from any liability arising from any such action.
• (f) If, for any reason, you believe that your account and/or password information has become compromised, you must contact EstimateOne immediately.

7. Security

• (a) EstimateOne has implemented and will maintain an information security program that uses appropriate physical, technical and organisational measures designed to protect Licensee Data and Personal Information from unauthorised access, destruction, use, modification or disclosure.

8. Publicity

• (a) EstimateOne may identify Licensee as a recipient of Services and use Licensee’s name and corporate logo in sales presentations, marketing materials and press releases for this purpose.
• (b) EstimateOne may develop a brief customer profile for use by EstimateOne on our Site and Platform for promotional purposes. Licensee agrees that EstimateOne may use Licensee’s name and corporate logo.

9. Fees

9.1. Payment

• (a) The Licensee must pay any Fees applicable to their account type of service tier as quoted on our Site or other Order Form at the time you submit your order as updated from time to time in accordance with clause 9.1(c).
• (b) Fees will be automatically paid by the due date for payment via the payment method nominated by us from time to time which may include credit card, debit card, bank account, PayPal or any other payment method approved by EstimateOne. Any amounts payable by the Licensee under this Agreement not automatically paid in this manner shall be invoiced directly to the Licensee and shall be due and payable in accordance with the period displayed on the invoice in alignment with the Agreement. In case of any disputes over invoiced amounts, the Licensee must notify EstimateOne in writing within 30 days of the invoice date, detailing the disputed amount and reasons. EstimateOne will investigate and seek to resolve the dispute within 15 days of receipt. Late payments will incur
• (c) All Fees are fixed for the length of each Subscription Term. EstimateOne can vary Fees for any further Subscription Term by giving the Licensee notice of the new Fees at least 45 days before the end of the current term.

9.2. Taxes

• (a) All amounts payable by the Licensee under this Agreement, including but not limited to the Fees, exclude all applicable value added tax, goods and services tax, any sales, export or import fees or tariffs, use and other taxes, which will be payable by the Licensee and calculated at the appropriate rate at the time of charging, unless expressly stated otherwise.
• (b) If all or any part of what is supplied under this Agreement is subject to VAT, EstimateOne may invoice, and the Licensee must pay EstimateOne an additional amount equal to the rate of VAT multiplied by the VAT-exclusive amount. The Licensee must pay such amount concurrently with paying the VAT-exclusive amount, subject to receiving an invoice from EstimateOne.

9.3. Consequences of non-payment or insolvency

Without limiting EstimateOne’s rights of termination, if the Licensee does not pay any amount payable under this Agreement, or is subject to an Insolvency Event, EstimateOne may (regardless of whether it exercises any cancellation or termination right):

• (a) charge the Licensee interest on all overdue amounts at the Interest Rate calculated daily from the due date for payment until paid in full;
• (b) require the Licensee to pay all costs incurred by EstimateOne in recovering or attempting to recover the outstanding amount including (without limitation) legal or debt collection costs; and
• (c) suspend the Licensee’s right to use and access to the Services (without prejudice to its right to terminate this Agreement) and access to any Licensee Data, until such time as all outstanding amounts are paid in full.

10. Confidentiality of Content

10.1. The Licensee acknowledges that:

• (a) information provided to the Licensee under this Agreement is confidential and may only be used by the Licensee for its own information needs, unless otherwise permitted by EstimateOne in writing; and
• (b) information contained in the Platform and the Services is proprietary information belonging to EstimateOne or is otherwise licensed to EstimateOne by third parties. The Licensee must not disclose, reproduce, edit, copy, modify, republish, upload, transmit or distribute in any way the content made available to the Licensee by EstimateOne or through the Platform and the Services to any other person. This includes code and software developed, produced or utilised by EstimateOne, as well as any email correspondences and the content of the Site and the Platform.
• (c) The Licensee acknowledges that a breach of this clause may cause irreparable harm to EstimateOne for which monetary damages may not be an adequate remedy.

11. Third-Party Integrations

11.1. Unless otherwise indicated integrations available through the Services such as business registry tools are third-party products (“Third-Party Integrations”). These services may be subject to a separate licence agreement between you and the relevant product owner to which EstimateOne is not a party. Your use of those Third-Party Integrations is subject to the terms and conditions of those third parties. It is your responsibility to familiarise yourself and comply with any applicable third-party terms.

11.2. To the extent permitted by law, EstimateOne accepts no liability in respect of such Third-Party Integrations or the information served by any of them and provide no warranty and give no endorsement in respect of such products, information or any party connected with them. EstimateOne will not be responsible for any issues arising from the use of Third-Party Integrations, including compatibility, security, or performance issues or accuracy, adequacy or completeness of the information provided through Third-Party Integrations.

12. Disclaimers

Please read this clause carefully since it limits our liability to you. Each sub-clause below applies to the maximum extent permitted by applicable law. Nothing in this clause is intended to limit any rights you may have which may not be lawfully limited.

12.1. References to liability in clauses 12 and 13 include every kind of liability arising out of or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement by EstimateOne. Further, EstimateOne does not warrant the accuracy, adequacy or completeness of the information in the Platform or provided through any Services of EstimateOne. EstimateOne does not accept responsibility for loss suffered as a result of your reliance upon the accuracy or currency of information contained in the Platform or the Services, whether created by EstimateOne or another user of the Platform.

12.3. Nothing in this Agreement excludes EstimateOne’s liability for:

• (a) death or personal injury caused by EstimateOne’s negligence or wilful misconduct;
• (b) fraud or fraudulent misrepresentation;
• (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• (d) any other liability which cannot be excluded or limited under applicable law.

12.4. Subject to clause 12.3, EstimateOne does not accept any responsibility, and shall not be liable for:

• (e) any loss or damage, however caused which a Licensee may directly or indirectly suffer in connection with the use of the Platform, the Services or any linked website;
• (f) any loss or damage arising out of the use of or reliance on information contained on or accessed through the Platform or the Services;
• (g) any loss or damage caused due to the loss or corruption of any of data that is provided to us in the course of the use of the Platform or the Services;
• (h) any damage to any computer equipment or other property due to access to, or use of the Platform or downloading of any material from the Platform; or
• (i) any interruptions or errors in access to the Platform or the Services or the accuracy, timeliness, completeness, security or reliability of any communications (including, without limitation, any transactions) made through or in relation to the Platform or the Services between you and EstimateOne or another user of the Services.

12.5. Subject to clause 12.3, EstimateOne will not be liable to you for any Consequential Loss.

12.6. While EstimateOne takes reasonable care to provide the Services to you, EstimateOne does not guarantee that the Platform or the Services will be free from errors or viruses, or that access to the Platform or the Services will function as intended or uninterrupted. You must take your own precautions to ensure that accessing the Platform or the Services does not expose you to the risk of viruses, malicious computer code or other forms of interference or damage to EstimateOne’s computer system which arises in connection with the use of the Platform or the Services.

12.7. Data transmissions over the internet cannot be guaranteed to be totally secure. While EstimateOne strives to protect such information, EstimateOne does not warrant and cannot ensure the security of any information which is transmitted to EstimateOne. Accordingly, any information which is transmitted to EstimateOne is transmitted at your own risk. Nevertheless, once EstimateOne receives your transmission, EstimateOne will take reasonable steps to preserve the security of such information.

12.8. The Platform’s ‘Specifinder’ feature allows suppliers to indicate that certain of their products are "as specified" or "equivalent to (as specified)" in the requirements in applicable project documents, based on the suppliers' own review and consideration of project documents. If you are a Supplier, you must use due care and act in good faith in making any such nomination, including by reviewing any relevant project documents prior to making any such nomination. We do not assess or verify whether any indicated products are "as specified" or "equivalent" to the requirements in the project documents, or whether the products are otherwise fit for purpose. Further we make no assurances in relation to the accuracy, reliability or completeness of the results of Specifinder searches of project documents. Consequently, any reliance on any Specifinder-related information is at the Licensee’s own risk. We disclaim all liability for any damages or Losses arising from the use of Specifinder-related information, including product searches, use of products identified as "as specified" or "equivalent to (as specified)", including but not limited to their non-compliance with project requirements or their unsuitability for the intended purpose. You must review and consider the suitability of any suppliers and their products for your purposes, and equivalency to project requirements and we disclaim any liability arising out of your selection of a supplier and/or any products.

12.9. The Platform and the Services are intended for commercial use only. They are not intended for consumers.

13. Limitation of Liability

13.1. If a Claim is made against EstimateOne in respect of any Special Claims, EstimateOne’s aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid in Fees to EstimateOne for the goods or services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose, and (b) £2,500. “Special Claims” means any unauthorised disclosure of Licensee Data caused by a breach by EstimateOne of its obligations in clause 7 (Security).

13.2. To the extent that our liability is not otherwise excluded or limited by this Agreement, subject to clauses 12.3 and 13.1, EstimateOne’s aggregate liability arising out of or in connection with this Agreement shall not exceed the greater of (i) one times (1x) the amounts paid in Fees to EstimateOne for the goods or services giving rise to the Claim during the twelve (12) months preceding the first event out of which the Claim arose; and (ii) £500.

13.3. The Licensee is not entitled to recover loss or obtain payment more than once in respect of any liability or loss that gives rise to more than one claim by the Licensee under this Agreement.

13.4. Nothing in this clause 13 shall limit the Licensee's payment obligations under this Agreement.

14. Warranties

The Licensee represents and warrants to EstimateOne that:

• (a) the Services will be performed with reasonable skill and care;
• (b) it has all right, title and interest, or the authority, necessary to enter into and perform its obligations under this Agreement;
• (c) all information provided to EstimateOne, uploaded to or entered into the Platform, provided to other users of the Platform or otherwise provided to us as part of the Services:
• a. will be complete, current and accurate and not misleading in any way; and
• b. will not infringe the Intellectual Property Rights of any person.

15. Indemnity by Licensee

15.1. The Licensee hereby indemnifies the Indemnified Parties, and shall keep each of them indemnified, against any Claim made against an Indemnified Party or Loss suffered or incurred by an Indemnified Party which arises from or in respect of:

• (a) any negligent or wilful acts or omissions, theft, misconduct, dishonesty or fraud committed by the Licensee or its officers, directors, employees, agents, representatives, delegates, or contractors, in using the Services; or
• (b) any Claim against EstimateOne from any third-party in respect of any Licensee Data or Copyright Material the Licensee uploads or enters into the Platform or provides to EstimateOne; and
• (c) any third-party claims arising from the Licensee’s use of the Services, including but not limited to claims related to data privacy, intellectual property infringement, or contractual disputes.

15.2. The Licensee’s liability to indemnify the Indemnified Parties will be reduced to the extent that any act of the Indemnified Parties contributed to the relevant loss or Claim.

15.3. Neither party is or will be liable to the other party for any Consequential Loss suffered or incurred by the other party.

16. Indemnity by EstimateOne

16.1. EstimateOne shall defend Licensee from and against and hereby indemnifies the Licensee, against any Claim made against an Indemnified Party or Loss suffered or incurred by an Indemnified Party which arises from or in respect of: any third-party claim to the extent alleging that the Platform, when used by Licensee as authorised by this Agreement, infringe any intellectual property right of a third-party (an “Infringement Claim”); and any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by EstimateOne resulting from an Infringement Claim.

16.2. EstimateOne’s obligations in clause 16.1 are subject to Licensee providing:

• (a) sufficient notice of the Infringement Claim so as to not prejudice EstimateOne’s defense of the Infringement Claim;
• (b) the exclusive right to control and direct the investigation, defense and settlement of the Infringement Claim; and
• (c) all reasonably requested cooperation, at EstimateOne’s expense for reasonable out-of-pocket expenses.

16.3. Licensee may not make any admissions or settle an Infringement Claim without EstimateOne’s prior written consent. EstimateOne may not settle an Infringement Claim without Licensee’s prior written consent if settlement would require Licensee to admit fault or take or refrain from taking any action (other than relating to use of the Platform).

16.4. In response to an actual or potential Infringement Claim, EstimateOne may, at its option:

• (a) secure rights for Licensee’s continued use of the Platform;
• (b) replace or modify the alleged infringing portion of the Platform without reducing the overall functionality of the Platform; or
• (c) terminate the affected Subscription Term and refund to Licensee any prepaid, unused Fees for the terminated portion of the Subscription Term.

16.5. EstimateOne’s obligations in this clause 16 (Indemnification by EstimateOne) do not apply to the extent an Infringement Claim arises from:

• (a) Licensee’s modification or unauthorized use of the Platform;
• (b) use of the Platform in combination with items not provided by EstimateOne;
• (c) Third-Party Integrations or Licensee Data.

16.6. Exclusive Remedy.

This Clause 16 (Indemnification by EstimateOne) sets out Licensee’s exclusive remedy and EstimateOne’s entire liability regarding infringement of third-party Intellectual Property Rights.

17. Termination

• (a) Either party may terminate this Agreement and access to the Services in the event that:
• a. the other party commits a material breach of this Agreement (including if in EstimateOne’s opinion you breach the reasonable use restriction in clause 5.6) and where such breach is capable of remedy, fails to remedy
• b. Licensee notifies EstimateOne it does not accept a material amendment to these terms under clause 19.6(b) within 30 days of receiving written notice of amendments;
• (b) If Licensee terminates this Agreement or a Subscription Term in accordance with this clause 17(a), EstimateOne will refund to Licensee any prepaid, unused Fees for the terminated portion of the Agreement or applicable Subscription Term and Licensee will lose access to its Platform account and any purchased services.
• (c) This Agreement, use of the Services and access to the Platform may be terminated at any time by providing at least 30 days' written notice before the end of the current Subscription Term. Any unpaid amounts for the then-current Subscription Term will become due and payable immediately upon notice of termination. Licensee will retain access to its Platform account and any purchased services, including but not limited to ongoing subscriptions, licenses, or other features, for the remainder of the Subscription Term. Except where a party terminates for breach or because it does not accept a material amendment to these terms under clause 17(a), EstimateOne shall not be liable to refund any Fee (or part thereof) paid in advance for Services during the current Subscription Term.
• (d) Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement that existed at or before the date of termination, or the obligation to pay any outstanding or accrued Fees.

18. Disputes

18.1. If a dispute arises between the parties with regard to the subject matter of this Agreement, the party claiming the dispute must notify the other party in writing of the nature of the dispute and provide details sufficient for the other party to understand the claim (“Dispute Notice”). Where applicable the Dispute Notice should contain any relevant evidence to corroborate allegations made in the Dispute Notice.

18.2. If the dispute has not been resolved between the parties within 14 days of the service of a Dispute Notice, the dispute must be submitted to mediation in accordance with, and subject to, the London Court of International Arbitration Rules, and those rules are deemed to be incorporated by reference into this clause. The parties will each bear the costs of such mediation equally.

18.3. Neither party may commence any court proceedings or other similar actions relating to a dispute unless it has complied with the above dispute resolution procedure, save that nothing in this Agreement shall prevent a party from seeking the payment of outstanding Fees, equitable or injunctive relief.

19. General Provisions

19.1. EstimateOne not an agent

The Licensee and EstimateOne are independent contracting entities. By operating the Platform and providing the Services, EstimateOne is not acting as an agent for you or any other party and these Terms of Use do not create any relationship of partnership, joint venture, fiduciary, or employer and employee or otherwise.

19.2. Force Majeure

If a Force Majeure Event occurs and EstimateOne is not able to perform its obligations under this Agreement in whole or in part, then, EstimateOne’s obligations under this Agreement will be suspended to the extent that EstimateOne is prevented from performing its obligations due to a Force Majeure Event continues. If the Force Majeure Event continues for more than 30 days, either party may terminate this Agreement upon written notice.

19.3. Assignment

• (a) The Licensee must not assign or otherwise deal with any rights or obligations under this Agreement without EstimateOne’s prior written consent, which may be withheld in EstimateOne’s sole discretion. EstimateOne may assign or deal with any of EstimateOne’s rights or obligations under this Agreement at any time and without any requirement to notify the Licensee.
• (b) The Licensee agrees that EstimateOne may sell, transfer or assign its rights in this Agreement at any time to any party without your consent. EstimateOne (or the purchaser) may either serve notice on you that this Agreement is assigned to the purchaser or that you are required to enter a new agreement directly with the purchaser.

19.4. Subcontracting

EstimateOne may (at its discretion) appoint a subcontractor in relation to any of its rights or obligations under this Agreement.

19.5. Links

A Licensee must not publish a link to any part of the Platform without EstimateOne’s prior written consent.

19.6. Amendments

• (a) EstimateOne may change this Agreement from time to time as reasonably necessary. If EstimateOne does so, EstimateOne will post the revised terms on the Site and Platform. EstimateOne may also give notice by other means, such as a message in the EstimateOne Platform application or by way of email. Subject to our compliance with clause 19.61.1 below in the case of material amendments, amendments will be effective immediately upon publication on the Platform. The Licensee accepts that by doing this, EstimateOne has provided sufficient notice of the variation. The continued use of the Services following such notification will represent an agreement to be bound by this Agreement as amended.
• (b) When an amendment will result in a material change to the Agreement, EstimateOne will provide a minimum of 30 days’ prior written notice, failure to terminate or respond to the notice within 30 days will be deemed as agreement to continued use of the Services and new agreement terms. Do not continue use of the Services if you disagree with a notified material change. A material change for the purpose of this clause is one which substantially alters the fundamental obligations or rights of the parties under the contract, but excludes changes to Fees for any further Subscription Term notified under clause 9.1(c)).

19.7. Waiver

No failure to exercise or delay in exercising any right under this Agreement constitutes a waiver and any right may be exercised in the future. Waiver of any of this Agreement must be in writing and is only effective to the extent set out in that written waiver.

19.8. Severability

If any provision of this Agreement is void, unenforceable or illegal and would not be so if words were omitted, then those words are to be severed and if this cannot be done, the entire provision is to be severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

19.9. Notice

• (a) Any notice (including a Dispute Notice) or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if sent by: (a) email or mail to EstimateOne via the email address or postal address provided below; or (b) for the Licensee, to the email address or postal address listed in your account.
• (b) Notice shall be deemed received (i) if sent by email, on the date of transmission, provided that no "bounce back" or other notification of non-delivery is received by the sender; or (ii) if sent by mail, on the third business day after the date of posting.
  • a. For EstimateOne: to legal@estimateone.com or addressed to ‘Legal Officer’ G4/29 Stewart St, Richmond VIC 3121
    • (1) For the Licensee: To the primary email address or postal address listed in your Platform account.
• (c) Each party shall promptly notify the other of any change to its contact information. Failure to do so shall not invalidate the effectiveness of any notice sent to the last provided email or postal address.

19.10. Survival

The termination or expiry of this Agreement shall not affect the continuing operation of any provisions that, by their nature, are intended to survive. Without limiting the foregoing, the following clauses shall survive the termination or expiry of this Agreement and remain in full force and effect: clauses 1 (Parties), 2 (Definitions), 3 (Interpretation), 4 (Terms of this Agreement), 6 (Intellectual Property and Privacy), 8 (Publicity), 9 (Fees), 10 (Confidentiality of Content), 12 (Disclaimers), 13 (Limitation of Liability), 15 (Indemnity by Licensee), 17(b), 18 (Disputes), 19 (General Provisions). Any accrued rights, remedies, or obligations of the parties existing prior to termination or expiry shall also survive.

19.11. Entire agreement

This Agreement constitutes the entire agreement between you and EstimateOne in respect of the subject matter and supersede all previous communications, representations, understandings or agreements.

19.12. Governing law

This Agreement is governed by the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 – Service Levels

1. Introduction

This Service Level Schedule (“SLS”) sets out the service level commitments that apply to the website Platform operated by or on behalf of EstimateOne Pty Ltd ACN 130 242 554 (“EstimateOne”, “E1” "we" or "us", "our"), and the Services that we make available through our, to you ("Licensee" or "you", "your").

Definitions

In this SLS, unless otherwise indicated, defined terms are as set out in the Terms of Use. Any terms not defined in the Terms of Use are defined below:

"Customer Success Manager": The nominated employee of EstimateOne who manages the relationship with the Licensee, as set out in the Order Form.

"Primary Contact": The nominated employee of the Licensee who manages the relationship with EstimateOne, as set out in the Order Form.

"SLS": this Service Level Schedule.

"SLS Fee Rebate": The financial rebate applicable from EstimateOne to the Licensee should downtime (as defined in section 6 of this SLS) exceed Target Service Availability (as defined in section 6 of this SLS).

"Significant Failure": has the meaning set out in section 8 of this SLS.

2. Hours of Service

EstimateOne shall use its reasonable endeavours to make the Platform available to the Licensee 24 hours per day, 365 days per year, subject to section 9 of this SLS and any Force Majeure Event.

3. Standard Support Hours

(a) Standard support hours at EstimateOne are 9.00am – 5:30pm UK local time, Monday – Friday (“Standard Support Hours”).

(b) All EstimateOne support enquiries should be directed in the first instance either via email to support@estimateone.com or by phone on +44 20 3868 4986.

(d) We will use our reasonable endeavours to ensure that all phone and email enquiries or fault reports during standard support hours will be responded to within 4 working hours.

4. Escalation Procedures

In the event of the Licensee encountering a Technical Issue, the following escalation process should be followed:

During Standard Support Hours (EstimateOne):

(a) Contact the EstimateOne Client Support Team, either via email (support@estimateone.com) or phone +44 20 3868 4986. Licensee will be assigned a ticket immediately, and as per the Standard Support Hours, will be contacted within 4 business hours;

(b) 1st level of Escalation: The Customer Success Manager assigned to the Licensee; and

5. Scheduled Maintenance

Should EstimateOne need to disable access to the Platform in order to improve the technical infrastructure (“Scheduled Maintenance”), where possible, the Scheduled Maintenance will be conducted pursuant to the following conditions:

(a) the Scheduled Maintenance is timed either between 12am – 5am Australian Eastern Standard Time Monday – Saturday, or at any time on a Sunday;

(b) We will use our reasonable endeavours to ensure that the Scheduled Maintenance period lasts for a maximum of 4 hours; and

(c) We will give 24 hour’s notice via email or within the website to the Primary Contact of the Licensee regarding the proposed Scheduled Maintenance.

6. Target Service Availability

(a) The target uptime for the Platform covered by this SLS is 99.50%.

(b) Platform Availability is defined as the percentage of time Platform is available to the Licensee during the course of a month. Platform Availability is calculated in accordance with the following formula:

Platform Availability for Month = ((T – D) x 100) / T

Where:

T is the total number of minutes in the Month; and

D is Downtime in minutes.

(c) Downtime is defined as any interruption to Platform Availability that exceeds 180 seconds, but does not include interruptions resulting from:

i. planned outages for Scheduled Maintenance;

ii. network outages caused by other carriers;

iii. a Force Majeure Event;

iv. any other circumstances outside the reasonable control of EstimateOne, including without limitation virus attacks or hackers, or inability to obtain raw materials, supplies or power used in the provision of this SLS;

v. any acts or omissions of the Licensee (or acts or omissions of others engaged or authorised by the Licensee), including, without limitation, custom scripting or coding, any negligence, wilful misconduct, or use of the Platform in breach of this Terms of Use; and

vi. email delivery delays of any kind caused by spam filtering, delays with third party networks, 3rd party software, telecommunication services and IP Blacklisting.

(d) EstimateOne measures Platform Availability at the service delivery point where the internet interfaces with the EstimateOne router within the EstimateOne data centre through which the Platform are provided.

(e) Platform Availability is determined through a third-party, independent monitoring service. Service Availability can be viewed at any time via the following URL: http://status.estimateone.com.

7. Downtime Rebates

(a) Subject to the occurrence of a Force Majeure Event and section 7(b), EstimateOne will provide the following rebates for Service unavailability on the Fees payable for the service for the applicable monthly Fee:

(b) The Licensee must submit a claim for an SLS Fee Rebate within 14 days after the end of the month in which the interruption to service availability occurred.

(c) The Licensee is not entitled to claim an SLS Fee Rebate if your account is overdue.

(d) Rebates will only be applied by way of a credit to the next bill and are not redeemable for cash when cancelling the Service.

8. Significant Failure

(a) Significant Failure is defined as an event whereby significant data and/or technical loss require EstimateOne to restore the Platform by reverting to an uncompromised backup of the Platform and all associated data, other than a Significant Failure owing to a Force Majeure Event.

(b) Recovering from a Significant Failure is expected to take 4 business hours (within the Standard Support Hours set out at section 3 above) but may be longer or shorter depending on the severity of the failure and the nature of the failed components.

(c) During a Significant Failure, any period of data loss (the period between last backup and the time of full service recovery) shall contribute towards downtime calculations and any applicable Fee Rebates, other than a Significant Failure owing to a Force Majeure Event.

9. Backups

(d) All Licensee Data is backed up to a secure off-site location on a daily basis.

(f) We do not use backups to revert customer-initiated destructive changes, such as uploaded files or packages overwritten using scripts, or deleted contacts, quotes, projects, or lists. In cases of customer error or account breaches due to insufficient security measures, data restoration from backups will not be provided. Licensee should ensure that it at all times maintains backups of all Licensee Data and information uploaded and inputted to the platform.

The new Terms of Use and Privacy Policy were last amended on the 6 October 2024. If you have queries about the changes please contact EstimateOne on 1300 705 035 (Australia), 0800 705 035 (New Zealand) or +44 808 189 2260 (United Kingdom) or email support@estimateone.com.

Schedule 2 – Data Processing Addendum

1. Where EstimateOne is a Data Processor in respect of Third Party Data, it shall:

a. process Third Party Data only to provide the Services and otherwise to comply with its obligations hereunder, or on the Licensee’s other documented instructions from time to time;

b. ensure that its personnel who have access to such Third Party Data are committed to binding obligations of confidentiality when processing such Third Party Data;

c. implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security, as outlined in cause 7 of this Agreement;

d. inform the Licensee without undue delay if any Third Party Data is (while within EstimateOne's or its subcontractors' or affiliates' possession or control) subject to a data breach or is otherwise lost or destroyed or becomes damaged, corrupted or unusable;

e. at the Licensee’s sole option, return or irretrievably delete all such Third Party Data on termination or expiry of this Agreement, and not make Third Party Data any further use of such Third Party Data;

f. provide to the Licensee and the applicable supervisory authority such information and assistance as is reasonably required to demonstrate or ensure compliance with the obligations in this Schedule 2 and/or the Data Protection Laws, including EstimateOne’s obligations under Article 32 to 36 of the GDPR;

g. notify the Licensee within two (2) business days if it receives a request from a data subject to exercise its rights under the Data Protection Laws in relation to that person's Third Party Data in connection with the EstimateOne Services;

h. provide the Licensee with such cooperation and assistance as may reasonably be required in relation to any request made by a data subject to exercise its rights under the Data Protection Laws in relation to that person's Third Party Data in connection with the EstimateOne Services; and

i. not disclose any Third Party Data to any data subject other than at the written request of the Licensee or as expressly provided for in this Agreement.

2. The Licensee hereby gives EstimateOne a general consent to engage sub-processors to process the Customer Data. EstimateOne’s list of current sub-processors are listed in the record of processing activities found linked from our privacy policy. At least 30 days before EstimateOne engages a new sub-processor, EstimateOne will update the applicable website and provide the Licensee with an option to object to a sub-

processor, the Licensee can terminate this Agreement pursuant to its terms within 30 days of receiving written notice of amendments.

1. EstimateOne shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to this Schedule 2, including without limitation the Licensee’s right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. EstimateOne shall remain fully liable to the Licensee for the performance or non-performance of the sub-processor’s obligations.
2. Subject to clause 3 of this Schedule 2, at the Licensee’s request and provided that the Licensee shall enter into appropriate confidentiality agreements (as reasonably required by EstimateOne), EstimateOne shall permit the Licensee or its representatives to access any relevant premises, personnel or records of EstimateOne on reasonable notice to audit and otherwise verify compliance with its obligations under this Schedule 2.
3. EstimateOne shall only be required to permit the Licensee or its representatives to access any relevant premises, personnel or records of EstimateOne pursuant to clause 4 of this Schedule 2:
   1. once in any calendar year; or
   2. in the event that the Licensee knows or has reasonable grounds to suspect that Third Party Data which is processed by EstimateOne pursuant to the agreement is subject to a data breach or is otherwise lost or destroyed or becomes damaged, corrupted or unusable.
4. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Third Party Data by the other party or to either party's compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable cooperation and assistance in relation to any such complaint, notice or communication.
5. Throughout the term of this Agreement and for 30 days following expiry or termination of this Agreement, EstimateOne shall provide the Third Party Data to the Licensee in a reasonable electronic form, within a reasonable time of receiving written notice from the Licensee to do so. EstimateOne will delete all Third Party Data 90 days after termination of this Agreement (or as otherwise directed by the Licensee) and shall not process any Customer Data on behalf of the Licensee following that date.
6. Data Transfers. The Licensee authorises EstimateOne to process and/or transfer, or otherwise directly or indirectly disclose, any Third Party Data outside those jurisdictions for which the European Commission has issued an adequacy decision. The transfer will only take place provided that EstimateOne has implemented a transfer solution compliant with Data Protection Laws, which shall include:
   1. Standard Contractual Clauses. In relation to transfers of Third Party Data protected by the EU GDPR, EstimateOne shall process Third Party Data in accordance with the EU-SCCs in the form set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj, which are incorporated into and form a part of this Agreement. For the purposes of Annex 1, Annex 2 and Annex 3 of the SCCs, the parties agree that:
      • i. EstimateOne is the "data importer" and the Licensee is the "data exporter". The details of each party are as set out at the top of this Agreement;
      • ii. The relevant processing details are those set out in the Processing Details Table below, the contents of which are hereby agreed by the Parties;
      • iii. The SCCs are deemed executed on the same day as the Agreement;
      • iv. The “Description of Transfer” details and “Technical and Organisational Measures” are as set out in the Processing Details Table; and
      • v. The “List of Sub-Processors” is as set out in clause 2 of this Schedule 2.
   UK Addendum. In relation to transfers of Third Party Data protected by UK data protection law, the EU-SCCs (i) apply as completed in accordance with paragraph (a) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this Agreement as follows:
   • i. Table 1 shall be deemed completed with the relevant information set out in the Processing Details Table, as appropriate;
   • ii. In Table 2, the Parties select the checkbox reading: “Approved EU-SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU-SCCs brought into effect for the purposes of this Addendum”, and the accompanying table shall be deemed to be completed with the information set out in the Processing Details Table;
   • iii. Table 3 shall be deemed completed with the information set out in the Processing Details Table;
   • iv. Table 4 in Part 1 is deemed completed by selecting the checkbox reading: “neither party”;
   • v. Any conflict between the terms of the EU-SCCs and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
   Another appropriate safeguard pursuant to Article 46 of the GDPR.
   A Derogation pursuant to Article 49 of the GDPR.

   “UK Addendum” means the International Data Transfer Addendum (version B1.0) issued by the Information Commissioner’s Office under S119(A) of the UK Data Protection Act 2018, as may be amended, superseded, or replaced from time to time.

   “Standard Contractual Clauses” or “EU-SCCs” means the standard contractual clauses for the transfer of Third Party Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (Text with EEA relevance), as amended, superseded or replaced from time to time.

Processing Details Table