TERMS OF USE

This terms of use sets out the terms and conditions for use and access to Asite for Architects (Terms of Use).

By signing below, the Customer acknowledges that the Customer has read, understood and agreed to the Terms of Use.

 

Asite Solutions Limited (Asite) and the Customer shall be collectively referred to as parties and individually as stated.

1. Summary of Key Terms

Customer Name and address	[•], incorporated and registered in [•] with company number [•], whose registered office is at [•] (Customer).
Effective Date	[•]
Term	Twelve months from the Effective Date unless terminated earlier in accordance with clause 4.2 of the Terms of Use.
Fees Payable by the Customer	[Nil]
Storage Capacity	maximum 100 GB
Authorised Users	[•]
Live Architectural Project(s)	Min. 1 active project(s) of the Customer in order to obtain constructive feedback and comments from the Customer and other evaluation information related to the performances and functionality of Asite for Architects from time to time to improve Services.
Asite for Architects	means a centralised platform including modules such as Asite AI, 3D Repo, aDrive and aMail that uses AI Technology and enables collection, management and sharing of documents from existing systems for streamlining and accelerating project delivery.

2. Definitions

(i) Artificial Intelligence (AI) Technology means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts;

(ii) Authorised Users means employees of the Customer, as may be nominated by the Customer to access and use the Services solely for the Customer’s internal business operations, in connection with the Terms of Use;

(iii) Confidential Information means all confidential information (however recorded or preserved) disclosed by either party or its representatives to the other party or to that party's representatives whether before or after the Effective Date in connection with, including but not limited to the existence and terms of the Services or any third-party agreement entered into in connection with the Terms of Use; or any information that would be regarded and related to as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs), and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);

(iv) Deliverable means any materials, software components, documentation, configurations, data models, interfaces, prototypes, reports, or other outputs developed, created, or delivered by Asite in connection with the Services

(v) Intellectual Property Rights means all and intellectual property rights in relation whether registered or unregistered, and all applications for and rights to apply for registration, renewals, extensions, and continuations of such rights, including without limited to, patents, petty patents, copyrights, database rights, rights in inventions, utility models, design rights, semi-conductor topography rights, trade secrets and Confidential Information, trade names or trademarks, know-how, moral rights, business names and domain names (whether registered or unregistered and including any application), together with rights in any software and source code, object code, algorithms and documentations and all rights in the nature of unfair competition rights or rights to sue for passing off;

(vi) Services means access to Asite for Architects and implementation, configuration, operation, maintenance, support, development, testing, monitoring and continuous improvement of the Asite for Architects including any related customisation, integration, training, and technical or functional enhancements performed by Asite;

(vii) User Data means the proprietary information or data supplied, posted or input by Customer or Authorised Users to the Asite for Architects in the course of using the Services.

 

3. Purpose

3.1  The Terms of Use sets out the framework agreed between the parties in relation to the testing, validation and refinement of the Asite for Architects including its multi-agent AI components, together with the provision of the Services by Asite during the Term and the terms of use of Services.
3.2. Asite grants to the Customer a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, permitting the Customer and its Authorised Users to access and use the Services solely for the Customer’s internal business operations.

 

4. Term and Termination

4.1 This Services shall commence on the Effective Date and shall continue for the Term unless earlier terminated in accordance with clause 4.2.

4.2 These Terms of Use may be terminated:

a) automatically on expiry of the Term; or

b) by either party (i) for convenience at any time by providing thirty (30) days prior written notice to the other party; (ii) immediately, if the other party materially breaches any terms of Terms of Use and fails to correct such material breach within seven (7) days following written notice specifying the breach and requiring its remedy; or (iii) immediately, if the other enters into liquidation whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction where the emerging company assumes the obligations of that party entering liquidation), compounds with its creditors or has an administrator, administrative receiver (or other encumbrance) appointed over its assets, or threatens to do any of the foregoing; or (iv) by a written notice, if the circumstances set out in clause 13.8 (Force Majeure) persist for longer than thirty (30) days and performance has not recommenced.

4.3 Asite may, at its sole option, terminate or suspend the provision of the whole or any part of the Services if (a) in Asite’s reasonable opinion, Customer’s use could adversely affect its Services, reputation or compliance with applicable laws; (b) Asite reasonably believes that the suspension of the Services is necessary to protect its infrastructure, network or the use of the Services by other Customers because of a threat to the security, integrity or use of the Services.

4.4 Before taking any such action as set out in clause 4.3, Asite shall: (a) provide the Customer with written notice setting out the alleged violation or breach; and (b) allow the Customer a reasonable time period as maybe specified in the notice to respond to the allegations and, if possible, remedy the breach to Asite’s reasonable satisfaction. If the Customer fails to provide an adequate response or remedy within the specified time, Asite may proceed with suspension or termination of the Services. Asite shall have no liability whether under this Agreement or at law, to the Customer, for exercise of its rights pursuant to this clause.

 

5. Consequences of Termination

5.1 Upon expiry or termination of the Terms of Use for any reason:

(a) all permissions and licenses granted under the Terms of Use shall immediately terminate, and the Customer shall immediately cease access to and use of the Services;

(b) each party shall return and make no further use of any of the equipment, software, property, materials and other items (and all copies thereof) belonging to the other party;

(c) each party shall destroy or return to the other party all documents, materials and any copies including Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable) containing, reflecting, incorporating or based on the other party's Confidential Information.

5.2 The rights and obligations of Asite and Customer contained in Clause 4.4, Clause 5 (Consequences of Termination), Clause 13.7 (Confidentiality), Clause 13.5 (Notices); Clause 14 (Governing Law and Jurisdiction), shall survive termination.

 

6. Asite’s Obligations

6.1 Asite shall:

(a) maintain and optimise the Asite for Architect as per Customer’s requirements and needs and chosen environment;

(b) implement AI models and automation features;

(c) monitor the usage of Asite for Architect during the Term;

(d) customise features on reasonable request of the Customer, test functionality, perform bug fixes;

(e) take all reasonable efforts to correct any error of the Services reported by the Customer as soon as reasonably practicable in accordance with the service level agreement which can be accessed at [•] (Service Level Agreement); and

(f) collect user feedback and performance metrics from time to time to improve the quality of Services.

 

7. Customer’s obligations

7.1 The Customer shall:

(a) ensure that the Authorised Users uses the Services only in accordance with the Terms of Use and remains liable for its actions and omissions;

(b) provide internal test data, users and project scenarios;

(c) support testing through feedback, validation and provide Live Architectural Projects from time to time;

(d) ensure that it does not exceed the Authorised Users;

(e) provide access to Asite in relation to (i) such information as may be requested, from time to time, in order to render the Services efficiently; and (ii) appointing relevant personnel, as may be reasonably requested, from time to time to deliver the Services;

(f) not use, store, distribute, transmit or operate any virus or vulnerabilities or engage in any activity that is unlawful, unethical, or in breach of applicable data protection or Intellectual Property Rights;

(g) not duplicate, modify, distribute, sublicense, reverse engineer or attempt to derive source code from the Services or documentation;

(h) promptly report any errors; and

(i) ensure that it complies with the obligations set out, each for, fair usage and Data Cap as set out under clause 12 of the Terms of Use.

7.2 Customer acknowledges that by performing the Services, Asite shall have access to User Data, and various information (including Confidential Information and Personal Data within the meaning of the Data Protection Act 2018 and Directive 95/46/EC, the EU General Data Protection Regulation 2016/679 and any successor legislation.) relating to Customer, Authorised Users and/or its or their activities. By using the Services, Customer consents to the processing of User Data in accordance with this Clause.

7.3 Subject to clause 13.7, Customer grants to Asite the following non-exclusive, non-transferable, royalty-free licence and right to process (or have processed on its behalf) User Data where reasonably incidental to the performance of Asite’s obligations hereunder; and process User Data to create data which is grouped for the purposes of statistical analysis (but which excludes any information or data which may be associated with a particular person, transaction or series of transactions) (Anonymised Data) and to use or licence the use of such Aggregated Data in connection with the creation and/or exploitation of new services, functionality, software or database products (including adaptations and enhancements thereof); and process and capture drawings and other design elements, including their corresponding room outlines, texts, documents and 3D files for the purpose of improving, enhancing and calibrating Asite’s machine-learning algorithms. Such processing is strictly intended to improve the accuracy, efficiency, performance and functionality of Asite’s Services, thereby ensuring a better user experience.

 

8. Data Protection

8.1 The parties acknowledge and agree that the data shall be stored and processed in the United Kingdom and each party shall comply with all applicable data protection and privacy laws of the relevant jurisdiction (as amended, updated or replaced from time to time). Each Party shall further comply with all applicable data sovereignty and cross-border transfer requirements in relation to such processing.

 

9. Ownership

9.1 Each party shall retain its proprietary rights, title and interest in its Intellectual Property Rights. Nothing in the Terms of Use shall operate to assign, transfer, or grant any right, title, or interest in either party’s background Intellectual Property Rights, except as expressly provided in the Terms of Use.

9.2 Unless stated otherwise, all Deliverables, AI models, features, enhancements and improvements developed, created, or derived by Asite, in connection with the Terms of Use shall be owned solely by Asite.

 

10. Limitation of liability

10.1 The Customer acknowledges and accepts that AI systems, including those deployed within the Asite for Architects are inherently non-deterministic and may generate inaccurate, incomplete or unexpected results. Accordingly, the Customer agrees that it shall remain solely responsible and liable for verifying the accuracy, suitability, and reliability of any outcome generated by the Asite for Architects, and for all decisions or actions taken in reliance upon such outcomes. To the fullest extent permitted by law, Asite shall have no liability, whether in contract or tort or under any other legal theory for any loss, damage, costs or claims incurred by the Customer or the Authorised Users arising out of or in connection with the Customer’s or the Authorised User’s reliance on any outcome generated by the Asite for Architects. The Customer shall be liable for all risks associated with such use of, or reliance on, any outcome generated by the Asite for Architects.

10.2 The Customer further acknowledges and agrees that it is solely responsible for reviewing, validating and verifying all outcomes generated through the use of the Services. The Customer undertakes not to hold Asite liable for any acts, omissions, or decisions made by the Customer or its Authorised Users in connection with the use of the Services and any outcome generated by the means of the Asite for Architects. To the maximum extent permitted by law, Asite disclaims, all liability whatsoever for any damage or loss arising out or in connection with the use of the Services or any outcome generated from the use of the Asite for Architects, or actions taken by Asite at Customer’s request or direction.

 

11. Publicity and Marketing

11.1 Asite may make references to the Customer (including the use of the Customer’s logo) as a user of the Services in its advertising and/or promotional literature, case studies, on its website, and in other marketing materials, provided that any such use shall be subject to the Customer’s prior written consent, which shall not be unreasonably withheld or delayed. Similarly, the Customer may make reasonable references to Asite (including the use of Asite’s logo) in its advertising or promotional literature, subject to Asite’s prior written consent, which shall not be unreasonably withheld or delayed.

11.2 The parties may, where mutually agreed in writing, in advance, engage and collaborate on joint marketing and promotional activities in connection with Asite for Architects, including but not limited to press releases, case studies, co-branded promotional materials, and public references to the Asite for Architects. Any joint marketing activity shall be conducted in a manner that is consistent with each party’s publicity guidelines and also subject to each party’s prior written consent, which shall not be unreasonably withheld or delayed.

 

12. Fair Usage and Data Cap

12.1 The Customer agrees to use the Asite for Architects and any related AI functionalities provided under the Terms of Use in good faith, for the intended purpose of the Terms of Use and in accordance with applicable laws, regulations and industry standards.

12.2 The Customer shall ensure that its use of the Asite for Architects, including access by its Authorised Users, does not adversely impact or unreasonably degrade, impair, or otherwise adversely affect the performance, availability, or stability of the Asite for Architects for other Asite customers. The Customer shall not use either the Services (a) for activities that may degrade or compromise the performance, reliability or the availability of Services for other customers of Asite; and (b) in any manner that violates any applicable laws, regulations or third-party rights.

12.3 The Customer shall ensure that its use of the Services remains within the maximum applicable and allowable technical or operational limits imposed by Asite, of bandwidth usage, Storage Capacity or other resource constraints in aggregate imposed by Asite to ensure fair and efficient use of the Services (Data Cap).

12.4 Asite reserves the right to monitor usage of the Asite for Architects to ensure compliance with clause 12 of the Terms of Use. In the event of any material misuse or breach of the clause 12 of the Terms of Use, Asite reserves the right to take reasonable and proportionate measures, including without limited to, issuing usage warnings, requiring remedial action or temporarily suspending access or restriction of access.

 

13. General

13.1 Service Level Agreement. In the event of non-conformance with the Services, Asite shall, at its expense, promptly correct any such non-conformance or provide Customer with an alternative means of accomplishing the desired level of performance in accordance with the Service Level Agreement. Notwithstanding the foregoing and save as set out in the Service Level Agreement, Asite does not warrant that the Customer’s use of the services shall be completely uninterrupted or error-free but it does warrant that it will use all reasonable endeavours to deliver a completely uninterrupted or error-free service.

13.2 Variation and Waiver: The Terms of Use shall not be modified or amended or varied except in writing signed by a duly authorised representative of each party.

13.3 Status: The Terms of Use is intended to be legally binding, however, nothing in the Terms of Use is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the parties.

13.4 Third Party Rights: For the avoidance of any doubt, the Terms of Use is not intended to confer benefits on anyone other than Asite or Customer.

13.5 Notices: All notices required to be sent hereunder shall be in writing and sent by email, if served by Asite to the Customer on [•] and if served by the Customer to Asite, then finance@asite.com (or such change of address as is duly notified in writing). Any such notice shall be deemed to be received (having been correctly addressed), in the case of email at the time of transmission to the correct email address provided that the notice is confirmed by successful transmission report. If receipt or deemed receipt of a notice occurs before 9am on a day that the banks are usually open for business in London (Business Day) the notice shall be deemed to have been received at 9 am on that day, and if deemed receipt occurs after 5 pm on a Business Day or on a day which is not a Business Day, the notice shall be deemed to have been received at 9am on the next Business Day.

13.6 Invalidity: In the event any provision of the Terms of Use is held to be invalid or unenforceable, the remaining provisions of the Terms of User will remain in full force and effect.

13.7 Confidentiality: The parties agree to hold each other’s Confidential Information in confidence and, unless required by mandatory law or expressly permitted under the Terms of Use, not to make each other’s Confidential Information available to any third party or to use each other’s Confidential Information for any purpose other as permitted hereunder.

13.8 Force Majeure: Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except in relation to the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, material shortages, or any other cause (whether or not similar to any of the foregoing) beyond the reasonable control of such party, provided it gives written notice of such occurrence relied upon to the other party and uses all reasonable efforts to remove the cause of such non-performance as soon as possible. Any reliance on this provision for longer than thirty (30) days (where performance has not recommenced) shall entitle the other party to terminate these Terms of Use.

13.9 Compliance with Laws: Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including but not limited to any export laws and regulations of any relevant jurisdiction.

 

14. Governing Law and Jurisdiction

14.1 Any dispute or claim arising out of or in connection with its subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any matter, claim or dispute arising under, out of or in connection with the Terms of Use.