Terms of use (UK and EU)

E1 (EstimateOne)
Last updated: May 2026

Please read these Terms of Use carefully. They govern your commercial relationship with us and set out legally binding provisions regulating your use of our digital platform and related services available in the UK and EU. If you are a user in Australia, please see our AU Terms of Use.

Our Services are intended for business use. Consumer rights will only apply where you are contracting as a consumer within the meaning of applicable law.

Note EstimateOne subscriptions are for a minimum term and renew automatically, unless you cancel at least 30 days before the end of the Term.

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 ACN 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 an organisation has entered into an Order Form, the organisation named in the Order Form) (“Customer”, “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 in the UK and EU.

1.2 EstimateOne is the parent company of the EstimateOne Group (together with its subsidiaries and affiliates, the “EstimateOne Group”). Certain hosting, analytics or support services may be provided or accessed by other EstimateOne Group companies (“Group Companies”). EstimateOne may engage those Group Companies to perform any part of the Services or to provide hosting, security, development, support or account-management functions on its behalf. The Customer acknowledges and agrees that such Group Companies act as authorised service providers to EstimateOne and are not parties to this Agreement.

1.3 By entering into this Agreement, you authorise EstimateOne to engage Group Companies to assist in providing the Services and agree that they may exercise EstimateOne’s rights and perform its obligations under these Terms. Where Group Companies process Personal Information in connection with the Services, they will do so in accordance with applicable Data Protection Laws and EstimateOne’s Privacy Policy.

1.4 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 Customer 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.

1.5 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.

1.6 If you are entering into this Agreement on behalf of a company or other legal entity you warrant that you have authority to bind such entity to this Agreement, in which case the terms “Customer”, “you” or “your” shall refer to such entity and you, individually, in your capacity as an authorised user of such entity; and you agree to be jointly and severally liable for any breach of this Agreement by such entity. If you lack such authority or do not agree to these Terms, you must not use the Services, including the Platform.

1.7 Notwithstanding any other provision of this Agreement, no right to access or use the Platform or Services arises if you are, or are acting on behalf of, a direct competitor of any EstimateOne Group company, except with the prior and express written consent of EstimateOne. For the avoidance of doubt, the mere execution or acceptance of this Agreement without such consent does not authorise a competitor to access or use the Platform or Services.

1.8 Where applicable, our service level commitments for the Platform are set out in Schedule 1.

2. Definitions

In this Agreement:

1. 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;
2. 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;
3. 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;
4. API means any application programming interface, integration tool or programmatic access mechanism made available by EstimateOne as part of the Services;
5. 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;
6. 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 Customer 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;
7. Controller shall be as defined in the applicable Data Protection Law;
8. Copyright Work means a work attracting copyright protection pursuant to the Copyright, Designs and Patents Act 1988;
9. Customer Data means all Data elements inputted or uploaded by or at the direction of the Customer 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 Customer: address book entries, construction plans, technical drawings, communication records, invoices, payment demands, audit trail records and any Copyright Works;
10. Data means all works and materials (including without limitation text, graphics, datasets, images, audio material, video material, audiovisual material, scripts, software and files);
11. Data Protection Laws means all applicable laws relating to privacy and data protection, including 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); the Data Protection Act 2018; 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; any amending or replacement legislation of any of the above 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;
12. 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;
13. EstimateOne Group means EstimateOne and its subsidiaries and affiliates worldwide;
14. Fees means any fees payable under this Agreement;
15. 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;
16. Infringement Claim has the meaning set out in clause 17.1;
17. 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;
18. Intel means traffic lights analysis and other insights generated by the Platform’s AI Systems to assist the Customer in analysing quotes, tenders, projects and invitations, as further described in clause 6.13;
19. 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;
20. 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 interest rate is below 0%;
21. Indemnified Parties means EstimateOne and each other member of the EstimateOne Group and each of their respective directors, officers, employees, personnel, agents, contractors and related bodies corporate;
22. 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;
23. 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;
24. Output means AI-generated content, summaries or analysis produced by the Platform’s AI Systems, as further described in clause 6.13;
25. Personal Information shall be as defined in the applicable Data Protection Law;
26. 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;
27. Privacy Policy means the EstimateOne Privacy Policy from time to time located on our Site at https://estimateone.com/privacy/;
28. Processor and process shall be as defined in the applicable Data Protection Law;
29. Services means the services provided by EstimateOne to the Customer through the Site, the Platform, EstimateOne applications and software via the internet in accordance with these Terms;
30. Site means EstimateOne’s websites, including https://estimateone.com/;
31. Special Claims means any unauthorised disclosure of Customer Data caused by a breach by EstimateOne of its obligations in clause 8 (Security);
32. Subscription Term means the period described in the Order Form;
33. User Details has the meaning set out in clause 7.5;
34. User Inputs means any data, content, information or materials submitted, uploaded, entered or otherwise provided by a User or the Customer into the Platform, including for the purpose of generating Output, Intel or Insights.

3. Interpretation

3.1 In this Agreement, unless the context otherwise requires:

1. the singular includes the plural and vice versa;
2. headings and underlining are for convenience only and do not affect the construction of these Terms of Use;
3. the meaning of general words is not limited by specific examples introduced by ‘including’ or similar expressions;
4. a party includes the party’s employees, officers, agents, successors, transferees, assigns and executors;
5. 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;
6. 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
7. a reference to time is to time in the United Kingdom.

4. Terms of this Agreement

4.1 This Agreement consists of:

1. these Terms of Use;
2. any Order Form;
3. the Schedules to this Agreement; and
4. any other terms expressly incorporated by reference, including any applicable additional terms that apply to a trial use of the Platform as described in clause 6.10.3.

4.2 In the event of any inconsistency between these Terms of Use, the Order Form, any Schedules and any other terms expressly incorporated by reference, the terms will prevail in the order set out in clause 4.1 (with (a) having the highest priority and (d) the lowest).

5. Term

5.1 If the Order Form specifies a minimum term for any membership type or particular Customer (e.g. ‘pay yearly’ or ‘pay monthly’), then your subscription for the Platform is for that minimum term (“Minimum Term”) and, unless otherwise specified in the Order Form, cannot be cancelled or terminated by Customer prior to the expiry of the Minimum Term.

5.2 This Agreement will automatically renew for a further Minimum Term at the end of the current Subscription Term (“Renewal Date”) unless:

1. EstimateOne gives notice of termination at least 30 days before your Renewal Date;
2. if you have a monthly subscription, you may cancel at any time prior to the Renewal Date; or
3. if you have an annual subscription, you may cancel by providing at least 30 days’ written notice prior to the Renewal Date.

5.3 All cancellations of automatic renewal referred to in clause 5.2 above take effect at the end of the current Subscription Term.

5.4 Subject to your rights under applicable law, all Fees and payments made under this Agreement are non-refundable. Without limiting or waiving any of its rights, EstimateOne may, acting reasonably and at its sole discretion, consider refund requests on a case-by-case basis. However, refund requests will be denied where you have substantially used your Unlock Credits (defined below) or other consumables within your account. This clause 5.4 is subject to your mandatory rights under UK consumer law, including cancellation rights in clause 5.2.

5.5 EstimateOne will provide a clear reminder of any automatic renewal in advance of the Renewal Date, including simple instructions on how to cancel.

5.6 Where you are acting as a consumer in the UK, nothing in this Agreement affects your statutory right to cancel within 14 days of entering into this Agreement under applicable consumer law (including the UK Consumer Contracts Regulations 2013).

6. Access and service details

6.1 Grant of Rights

Subject to this Agreement including the payment of all Fees, and during the applicable Subscription Term, EstimateOne grants the Customer 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 6.6(b).

6.2 Services

1. Subject to this clause 6.2, the Customer 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), Lite/Starter, Essential/Standard, Professional/Pro, Professional Plus/Pro Plus) and, if applicable, the service coverage area you have selected (single, multi-state or national) or the pre-purchased services (e.g. monthly Unlock Credits) that are included in Customer’s subscription or account tier or that the Customer purchases separately. If the Customer removes states or regions from its service coverage area, it will lose access to new projects in those areas.
2. EstimateOne may permanently or temporarily disable features of the Platform and Services in its reasonable discretion by reasonable notice to the Customer. While EstimateOne will endeavour to provide reasonable notice to Customer, the Customer acknowledges that EstimateOne may need to disable the Platform or any part of it with minimal or no notice where reasonably necessary to protect our legitimate commercial interests.

6.3 Use Limitations

6.3.1 The right to access and use granted by EstimateOne to the Customer under clause 6.1 is subject to the following limitations:

1. the Services may only be used by the Customer’s officers, employees, sub-contractors, agents, affiliates or related third parties;
2. the Customer must not permit any unauthorised person or application to access or use the Services;
3. the Customer must not rent, lease, sell, distribute, sublicense or otherwise transfer or assign its right to access and use the Services;
4. the Customer must not make any alteration to the Services;
5. the Customer is not granted a right to source code of the Services or any software;
6. the Customer 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;
7. any monthly Unlock Credits (defined below) included in your subscription or account tier are subject to clause 6.11; and
8. 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 subscription level.

6.4 Managing Use

6.4.1 The Customer is responsible for managing its organisation’s use of the Services, utilising any control functions within the Services, such as monitoring, restricting, or facilitating access to the Services.

6.4.2 The Customer is responsible for managing use of Platform collaboration features with other customers 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.

6.4.3 The Customer is responsible for ensuring that all access to and use of the Platform is conducted by authorised users only and strictly in accordance with this Agreement. Any automated, scripted, programmatic or non-human interaction with the Platform is prohibited other than through functionalities expressly made available by EstimateOne, including APIs governed by clause 6.12.

6.4.4 The Customer remains responsible for any acts or omissions of its users, including any breach of clause 6.5, arising from or in connection with any automated, scripted or non-human access to the Platform, whether or not such access was authorised by the Customer.

6.4.5 For the avoidance of doubt, the API is the only permitted method of automated or programmatic access to Platform data, and any scraping, crawling, harvesting or bulk extraction of data outside the API, or use of the API to conduct, directly or indirectly, systematic or bulk extraction of data: (i) in a manner inconsistent with the Customer’s permitted use under this Agreement and the API Developer Addendum; or (ii) in a manner that has the purpose or effect of resulting in the creation of a dataset, database or store of data that replicates, substitutes for, or materially overlaps with the Platform or Services, is strictly prohibited.

6.5 Conduct Affecting the Functioning of the Services

6.5.1 As a user of the Services, the Customer 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:

1. taking actions that place unreasonable or excessive loads on our systems and servers;
2. taking any action that degrades the operational performance of the Services;
3. monitoring Platform availability, performance or functionality, or for any other benchmarking or competitive purposes;
4. 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;
5. revealing its account password to others or allowing use of its Platform account by others;
6. using another person’s name, username or password or otherwise attempting to gain access to the Platform account of any other person;
7. 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 Customer is not an intended recipient or logging into a server or account that the Customer 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;
8. using the Platform or the Services to execute any form of network monitoring which will intercept data not intended for the Customer;
9. 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;
10. using the Platform or the Services to interfere with or deny service to anyone;
11. 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;
12. sending unsolicited email messages through or to users of the Platform in breach of applicable laws;
13. 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;
14. using the Platform or the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); and
15. assisting, encouraging or enabling others to use the Platform in a manner prohibited under this clause 6.5.

6.6 Reasonable Use

6.6.1 The Customer’s use of the Services is subject to compliance with the terms of this Agreement.

6.6.2 The Customer’s use of Services is subject to the condition that you may make reasonable use of the Services for the purpose of:

1. finding construction projects for your business to help construct or supply to;
2. managing construction project tenders;
3. preparing construction contracts; or
4. managing construction projects and the interaction between participants in construction projects.

6.6.3 We may prohibit use of the Services that we consider to be unreasonable.

6.7 What is Unreasonable Use?

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

1. violate this Agreement;
2. 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;
3. use the Services to make fraudulent offers of goods or services;
4. violate our or any third-party’s rights, including Intellectual Property Rights (such as rights in any Copyright Work) or confidentiality obligations;
5. except as required by you in order to utilise the Services, solicit Personal Information of other users of the Services;
6. use the Services as a business development tool for purposes other than those outlined in clause 6.6(b);
7. access, retrieve, copy, scrape, index any information contained on or obtained through the Platform or the Services (whether by automated or manual means) for any purpose (including constructing, populating or maintaining any database, dataset or data product, platform or communication) without our prior written consent;
8. use any scraping service, robot, spider, search/retrieval application, artificial intelligence tool, automated workflow, script, bot or other automated device, process or means to do so, without our prior written consent;
9. 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;
10. 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;
11. attempt to gain unauthorised access to the Platform, including through hacking, password mining or any other means;
12. reverse engineer any portion of the Platform;
13. use any Data obtained through the Platform for the purpose of training, fine-tuning, validating or improving any artificial intelligence or machine learning model, or to create datasets for such purposes, without our prior written consent; or
14. use the Platform, or any data obtained from the Platform, in connection with any agentic system or artificial intelligence tool that accesses or interacts with the Platform, or to develop, train or improve any dataset, model, system or service (including any artificial intelligence or machine learning model), without EstimateOne’s prior written consent.

6.7.2 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:

1. engaged in conduct affecting the functioning of the Platform or the Services in contravention of clause 6.5; or
2. unreasonably used the Services in contravention of clause 6.6.

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

6.7.4 Through the Platform’s ‘Specifinder’ feature, we allow supplier Customers (“Supplier Customers”) 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 Customers 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 13.9.

6.8 Sensitive or Restricted Project Information

6.8.1 The Platform is designed to facilitate collaboration in connection with construction and procurement activities. It is not intended to be used for the storage, distribution or sharing of classified, controlled or security-sensitive government information.

6.8.2 The Customer is responsible for assessing whether any project documents, drawings, specifications or other materials uploaded to the Platform contain sensitive infrastructure information, security-sensitive information or other restricted information.

6.8.3 Without limitation, the Customer must not upload information relating to sensitive or critical infrastructure where the Customer is not authorised to disclose or distribute that information, including information relating to: police facilities, emergency services infrastructure, defence or security infrastructure, hospitals or critical healthcare infrastructure, prisons or law enforcement infrastructure, energy, water, telecommunications or transport systems, or any infrastructure designated as critical infrastructure under applicable laws.

By way of example, sensitive or restricted information in relation to such infrastructure may include layout diagrams, schematics, geospatial information, configuration information, operational constraints or tolerances data, or other data that a reasonable person would consider to be confidential or sensitive about the relevant asset or infrastructure.

For the avoidance of doubt, EstimateOne does not review or assess whether Customer Data constitutes such information.

6.8.4 Where EstimateOne reasonably believes that Customer Data may contain such information or may otherwise pose a legal, regulatory or security risk, EstimateOne may remove the material, restrict access to it, or require the Customer to remove it from the Platform.

6.8.5 EstimateOne does not review, verify or classify Customer Data uploaded to the Platform and does not assume responsibility for determining whether uploaded materials contain sensitive or restricted information.

6.9 Suspension for Suspected Unreasonable Use

6.9.1 We monitor the use of the Services to detect any use which violates this Agreement (such as unauthorised use of bots and scrapers). Where such activity is suspected, we may suspend or restrict access to the Services (in whole or in part) immediately and without prior notice.

6.9.2 We may also implement technical measures, monitoring tools or access controls designed to detect, prevent or block unauthorised automated, scripted or programmatic access to the Platform.

6.9.3 While we use reasonable efforts to minimise false positives, you acknowledge and agree that (i) suspensions may occur even if unreasonable use has not in fact taken place; and (ii) except as required under applicable law, we will not be responsible for any loss, damage or liability suffered by you or any third party arising from such suspension.

6.9.4 EstimateOne may also remove or restrict access to any Customer Data where it reasonably considers that the material may pose a legal, security or regulatory risk.

6.10 Free Trial of a Paid Membership

6.10.1 If you are registered for a fee-free or freemium membership (e.g. for subcontractors and suppliers) this subclause does not apply to you.

6.10.2 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.

6.10.3 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.

6.10.4 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).

6.10.5 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.

6.11 Credits

6.11.1 From time to time, we may make certain Services require or be eligible for the use of credits (“Unlock Credits”) which are allocated to your account as part of your subscription license or purchased separately for an additional fee.

6.11.2 Unlock Credits that form part of your subscription reset at the beginning of each month, do not roll over, and cannot be accrued across billing cycles.

6.11.3 You may purchase additional Unlock Credits on a top-up basis (“Top-Up Credits”). Top-Up Credits do not reset and remain valid until 36 months from the date of purchase, after which any unused Top-Up Credits will expire automatically.

6.11.4 Unlock Credits and Top-Up Credits are account-bound, non-transferable, non-assignable, and may not be redeemed for cash or any value outside the Platform.

6.11.5 Subject to your rights under applicable law, all Unlock Credits and Top-Up Credits are non-refundable. We may, acting reasonably and at our sole discretion, consider re-credit requests on a case-by-case basis, including in circumstances where a credit was deducted due to a technical error or fault of our Platform.

6.12 API Access

1. The Customer may access and use the API. The Customer remains fully responsible for all API access and use under its account, as if it were the Customer’s own.
2. If EstimateOne makes available any APIs, access to and use of those APIs forms part of the Services.
3. Use of any API is subject to the EstimateOne API Developer Addendum (as updated from time to time), which is incorporated into and forms part of this Agreement.
4. The API Developer Addendum sets out additional terms, restrictions and obligations governing API access and use, including in relation to permitted use, data usage, security, credential management and technical controls.
5. In the event of any inconsistency between this Agreement and the API Developer Addendum, the API Developer Addendum prevails to the extent of the inconsistency in relation to API access and use.
6. The Customer may integrate data obtained via the API into its own internal systems, applications or workflows (including CRM, ERP or similar tools), provided that all access to and use of Platform data occurs solely through APIs or functionalities expressly made available by EstimateOne.
7. Nothing in this Agreement grants the Customer any right to access or extract Platform data by automated or programmatic means other than via APIs made available by EstimateOne in accordance with this Agreement.

6.13 AI-Generated Output and Intel

6.13.1 The Platform may use AI Systems to produce Output and Intel to assist the Customer in analysing quotes, tenders, projects and invitations. AI-generated content may contain inaccuracies, bias or omissions. The Customer acknowledges and agrees that:

1. the Customer remains solely responsible for verifying and interpreting any Output or Intel before relying on it for any business decisions;
2. the Customer is solely responsible for how it uses any Output or Intel, including ensuring that such use complies with applicable laws and these Terms;
3. Output and Intel are provided for informational purposes only and do not constitute professional, financial or business advice;
4. the Customer assumes all risks associated with the use of any Output or Intel, and to the maximum extent permitted by law, EstimateOne will not be liable for any business decisions made on the basis of such information; and
5. the Customer must verify any Output or Intel using its own professional expertise and judgment before relying on it, treating Output and Intel as one input among the many factors relevant to its business decisions.

6.13.2 EstimateOne’s AI Systems are not designed to make solely automated decisions producing legal or similarly significant effects without human involvement. The Customer remains responsible for all business decisions made using Output or Intel generated by the Platform.

6.13.3 The Customer must promptly notify EstimateOne of any issues or unexpected results arising from use of AI-assisted features. Any such notification will be treated as an “Improvement Suggestion” under clause 7.1.6 of these Terms.

7. Intellectual property and privacy

7.1 Generally

7.1.1 You agree and acknowledge that these Terms of Use do not transfer or assign any Intellectual Property Rights to you.

7.1.2 As between you and us, we own all Intellectual Property Rights in the Platform, including any modifications or enhancements thereof and the outputs created, invented or devised of any AI System provided as part of the Platform.

7.1.3 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.

7.1.4 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 Customer Data provided by the Customer) are hereby assigned to 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, Designs and Patents Act 1988 and any similar or corresponding rights.

7.1.5 Subject to the terms of this Agreement and payment of the Fees, EstimateOne hereby grants to the Customer a non-exclusive, nontransferable, non-sub-licensable licence to use outputs of any AI System for their internal business purposes for the Subscription Term.

7.1.6 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 and any similar or corresponding rights.

7.1.7 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 (including any analogous security interest under applicable law) or otherwise encumber or charge your rights in respect of your Customer Data or with respect to the rights granted to you by these Terms of Use to use the Platform.

7.1.8 EstimateOne may share aggregated or anonymised usage data with Group Companies for analytics and platform improvement, subject to Data Protection Laws. Where Group Companies require access to Customer Data or Personal Information (for example, for hosting, analytics, or technical operations), such access and transfers are carried out in accordance with applicable Data Protection Laws and as further described in our Privacy Policy.

7.2 Customer Data and Copyright

7.2.1 Uploading any Customer Data into the Platform will not alter the ownership of any copyright that subsists in that Customer Data.

7.2.2 Customer warrants that with respect of any Customer 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 Customer is fully entitled to so upload, publish, reproduce, disclose, distribute, share and amend that Customer 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. Customer 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.

7.2.3 You are solely responsible for the accuracy, legality, quality and lawfulness of your Customer Data and for obtaining any permissions, licences, rights and authorisations necessary for us to use, host, transmit, store and disclose the Customer Data in connection with the provision of the Platform and the Services.

7.2.4 The Customer grants EstimateOne a worldwide, non-exclusive, royalty-free, sub-licensable licence (including to its Group Companies and authorised service providers) to use, copy, host, store, process, adapt, transmit and otherwise utilise the Customer Data and any User Inputs to the extent necessary to:

1. provide, operate and maintain the Platform and Services;
2. generate, analyse and deliver Output, Intel and Insights;
3. customise, improve, test and develop the Platform, Services and user experience;
4. develop, test and improve the Platform, Services and associated analytics and AI Systems, in each case in connection with the provision of the Services and subject to applicable Data Protection Laws;
5. make Customer Data available to other users of the Platform strictly in accordance with the functionality of the Services, including by publishing and displaying such Customer Data in connection with tenders, project workflows and related interactions on the Platform, and the Customer acknowledges and agrees that such materials may be visible to and accessed by other users in that context;
6. use the Customer’s name, trade name and logos for the limited purposes of identifying the Customer as a user of the Services and in connection with the publication of Customer Data as part of the Services, including on the Platform and on EstimateOne’s website, to the extent such publication relates to tenders, projects or the operation of the Services, and for reasonable marketing and promotional purposes relating to the Services, provided that EstimateOne does not disclose any Customer Data that is confidential in nature other than as permitted under this Agreement; and
7. exercise EstimateOne’s rights and perform its obligations under this Agreement.

For the avoidance of doubt, following termination of this Agreement, EstimateOne will only retain and use Customer Data to the extent necessary to comply with this clause 7.2.4 and applicable law, and where such data is retained for ongoing business operations, analytics or AI Systems, it will be in anonymised or aggregated form such that the data does not relate to an identified or identifiable individual and cannot reasonably be re-identified, in accordance with applicable Data Protection Laws and as further described in EstimateOne’s Privacy Policy.

7.2.5 The Customer 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 Customer Data and any User Inputs 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. Provided that, where such use is for EstimateOne’s own product improvement, analytics or AI development purposes, it is limited to data that has been anonymised or aggregated so that it does not relate to an identified or identifiable individual, in accordance with applicable Data Protection Laws. Customer waives, or shall procure the waiver of, all moral rights in the Intellectual Property Rights assigned to EstimateOne under this Agreement.

7.2.6 EstimateOne may use Customer Data and User Inputs to develop, train, test and improve its algorithms, models and AI Systems, including for its own business purposes. To the extent EstimateOne uses Customer Data for these purposes, it does so as an independent controller and will ensure that such use: (a) is limited to anonymised or aggregated data that does not relate to an identified or identifiable individual; and (b) is carried out in accordance with applicable Data Protection Laws, and EstimateOne’s Privacy Policy.

7.2.7 Where the Customer Data are or have become part of the AI System the Customer hereby grants to EstimateOne a royalty-free, worldwide, non-exclusive licence to use such data solely in anonymised or aggregated form, to support, operate and improve the AI System and related services:

1. to the extent that they are incorporated in the AI System and/or the Adapted Software; and
2. provided that such data does not identify the Customer or any individual and cannot reasonably be used to do so, in accordance with applicable Data Protection Laws.

7.2.8 You agree that you, not us, are solely responsible for backing up and archiving all Customer Data.

7.2.9 You acknowledge that your access to your Customer Data that is hosted in the Platform is subject to your compliance with these Terms of Use, including payment of any applicable Fees.

7.2.10 Except in respect of a Special Claim arising under clause 14.1, you agree that we are not responsible for any loss, corruption or hacking of any Customer Data.

7.2.11 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 Customer Data is lost, unavailable or corrupted or the transmission, storage, disclosure, or access to any of your Customer Data infringes the Intellectual Property Rights or other rights of any person or breaches any law, regulation, code or standard.

7.2.12 For the avoidance of doubt, to the extent that EstimateOne uses Customer Data or User Inputs to develop, train, test or improve its algorithms, models or AI Systems for its own business purposes, EstimateOne does so as an independent controller and not as a processor on behalf of the Customer, and such processing is carried out in accordance with EstimateOne’s Privacy Policy and applicable Data Protection Laws.

7.3 Trade Marks

7.3.1 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.

7.3.2 Nothing in this Agreement gives the Customer 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.

7.3.3 The Customer must provide EstimateOne with an electronic copy of its main company logo for display as part of the Services. Upon doing so the Customer grants EstimateOne a non-exclusive, worldwide, royalty-free licence to use and reproduce that trade mark for the purposes of referring to the Customer as part of the Services and referring to the Customer’s projects.

7.4 Privacy

7.4.1 EstimateOne collects and processes Personal Information of the Customer 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 or contact EstimateOne for a copy before using our Services. Customer agrees that we can use Customer Personal Information subject to this Agreement, our Privacy Policy and notices and consents we provide in the context of the Services.

7.4.2 The parties agree to comply with their obligations under the Data Protection Laws. This clause 7.4 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Laws.

7.4.3 To the extent that EstimateOne receives Customer Data from the Customer and/or processes any Customer Data on behalf of the Customer, the Customer shall be a Controller and EstimateOne shall be a Processor in respect of such Customer Data. Where EstimateOne is a Processor, the provisions of the Data Processing Addendum shall apply.

7.4.4 The parties acknowledge that: (a) where EstimateOne processes Customer Data to provide the Services, it acts as a Processor on behalf of the Customer; and (b) where EstimateOne processes data for its own product improvement, analytics or AI development purposes in accordance with this Agreement, it acts as an independent Controller. Further details of such processing are set out in the Privacy Policy.

7.4.5 The Customer 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 Customer agrees that the Customer 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.

7.4.6 The Customer 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 Customer’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 Customer and others, and the information that Customer shares or posts may be seen, copied and used by other users.

7.4.7 The Customer 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 Customer makes about who can see such information.

7.4.8 The Customer acknowledges and agrees that where the Customer obtains another user’s information (including Personal Information) from an EstimateOne Service:

1. EstimateOne is not responsible for users’ content or information, or the timeliness of that information, and Customer uses such information at its own risk;
2. Data inputted or uploaded by the Customer to the platform (e.g. address book entries) is Customer Data;
3. Account profile information (including Personal Information) obtained, updated or enriched from an EstimateOne Service is not Customer Data; and
4. Notwithstanding clause 7.4.8(iii), the Customer 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 clause 6.6(b) only and subject to clause 11.

7.4.9 The Customer 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 Customer 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.

7.4.10 Where Personal Information is processed by EstimateOne or any other Group Company outside the UK or EU, the data may be accessed from or transferred to those jurisdictions to support hosting, analytics, or technical operations. Such transfers are protected by appropriate safeguards under the UK GDPR and EU GDPR, including the UK International Data Transfer Addendum (IDTA) and/or the EU Standard Contractual Clauses (SCCs), as updated or replaced from time to time, which are incorporated into and form part of the Data Processing Addendum. Further details of these transfers and safeguards are described in our Privacy Policy.

7.5 User Details

7.5.1 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.

7.5.2 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.

7.5.3 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.

7.5.4 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.

7.5.5 EstimateOne is entitled to act on instructions received under your User Details, and you release EstimateOne from any liability arising from any such action.

7.5.6 If, for any reason, you believe that your account and/or password information has become compromised, you must contact EstimateOne immediately.

7.6 Insights and Aggregated Data

7.6.1 EstimateOne may collect, compile, analyse and generate statistical, aggregated and de-identified data relating to the use, performance and operation of the Platform and Services, including through the use of analytics tools, machine learning and AI Systems (“Insights”).

7.6.2 The Customer agrees that EstimateOne may use, reproduce, adapt, commercialise and disclose such Insights for its internal business purposes and for improving, developing and promoting the Platform and Services.

7.6.3 EstimateOne will take reasonable steps to ensure that Insights:

1. do not identify the Customer or any individual;
2. do not include Personal Information; and
3. cannot reasonably be reverse engineered to identify the Customer, its Users or any confidential information.

7.6.4 To the extent permitted by law, all Intellectual Property Rights in the Insights vest in and are owned by EstimateOne.

7.6.5 Nothing in this clause permits EstimateOne to use Customer Data in a form that is identifiable as originating from the Customer, except as otherwise expressly permitted under this Agreement.

8. Security

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

9. Publicity

9.1 EstimateOne may identify the Customer as a recipient of Services and use the Customer’s name and corporate logo in sales presentations, marketing materials, case studies and press releases for marketing or promotional purposes.

9.2 EstimateOne may develop a brief customer profile for use by EstimateOne on our Site and Platform, or other EstimateOne Group marketing materials (for example, “Featured Projects” or “Customer Stories”). The Customer agrees that EstimateOne and other Group companies may use its name and logo for these purposes.

10. Fees

10.1 Payment

10.1.1 The Customer must pay any Fees applicable to their account type of service tier as set out on our Site, Order Form or renewal notice at the time you submit your order as updated from time to time.

10.1.2 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 Customer under this Agreement not automatically paid in this manner shall be invoiced directly to the Customer 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 Customer 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 interest on all overdue amounts at the Interest Rate from the due date until paid in full.

10.1.3 All Fees are fixed for the length of each Subscription Term. EstimateOne can vary Fees for any further Subscription Term by giving the Customer notice of the new Fees at least 45 days before the end of the current term.

10.2 Taxes

10.2.1 All amounts payable by the Customer 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 Customer and calculated at the appropriate rate at the time of charging, unless expressly stated otherwise.

10.2.2 If all or any part of what is supplied under this Agreement is subject to VAT, EstimateOne may invoice, and the Customer must pay EstimateOne an additional amount equal to the rate of VAT multiplied by the VAT-exclusive amount. The Customer must pay such amount concurrently with paying the VAT-exclusive amount, subject to receiving a tax invoice from EstimateOne.

10.3 Consequences of Non-Payment or Insolvency

10.3.1 Without limiting EstimateOne’s rights of termination, if the Customer 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):

1. charge the Customer interest on all overdue amounts at the Interest Rate calculated daily from the due date for payment until paid in full;
2. require the Customer 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
3. suspend the Customer’s right to use and access to the Services (without prejudice to its right to terminate this Agreement) and access to any Customer Data, until such time as all outstanding amounts are paid in full.

11. Confidentiality of content

11.1 The Customer acknowledges that:

11.1.1 information provided to the Customer under this Agreement is confidential and may only be used by the Customer for its own information needs, unless otherwise permitted by EstimateOne in writing; and

11.1.2 information contained in the Platform and the Services is proprietary information belonging to EstimateOne or is otherwise licensed to EstimateOne by third parties. The Customer must not disclose, reproduce, edit, copy, modify, republish, upload, transmit or distribute in any way the content made available to the Customer 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.

11.2 The Customer acknowledges that a breach of this clause may cause irreparable harm to EstimateOne for which monetary damages may not be an adequate remedy.

12. Third-party integrations

12.1 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.

12.2 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.

13. Disclaimers

13.1 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.

13.2 References to liability in clauses 13 and 14 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.

13.3 To the extent permitted by law, 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.

13.4 Nothing in this Agreement excludes EstimateOne’s liability for:

1. death or personal injury caused by EstimateOne’s negligence or wilful misconduct;
2. fraud or fraudulent misrepresentation;
3. 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
4. any other liability which cannot be excluded or limited under applicable law, including any statutory guarantees that apply to the sale of goods or services under this Agreement.

13.5 Subject to clause 13.3, EstimateOne does not accept any responsibility, and shall not be liable for:

1. any loss or damage, however caused which a Customer may directly or indirectly suffer in connection with the use of the Platform, the Services or any linked website;
2. any loss or damage arising out of the use of or reliance on information contained on or accessed through the Platform or the Services;
3. 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;
4. 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;
5. 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; or
6. any loss or damage which a Customer may directly or indirectly suffer arising from suspensions or restrictions made in good faith on the basis of suspected unreasonable use or breaches of this Agreement.

13.6 Subject to clause 13.3, EstimateOne will not be liable to you for any Consequential Loss.

13.7 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.

13.8 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.

13.9 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 Customer, 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 Customer’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.

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

13.11 Certain Services may include AI-assisted or automated analysis features, including as described in clause 6.13. The Customer’s use of such features, and EstimateOne’s liability in connection with Output and Intel, are subject to clause 6.13.

13.12 For the provisions governing AI-generated Output and Intel, including the Customer’s responsibilities and EstimateOne’s disclaimers of liability in connection with the use of AI-assisted features, see clause 6.13.

14. Limitation of liability

14.1 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: (i) 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 (ii) £2,500.

14.2 To the extent that our liability is not otherwise excluded or limited by this Agreement, subject to clause 13.3 and the other terms of this clause 14, 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.

14.3 Neither party is liable for loss of profits, data, or any indirect or consequential loss.

14.4 The Customer 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 Customer under this Agreement.

14.5 Nothing in this clause 14 shall limit the Customer’s payment obligations under this Agreement.

15. Warranties

15.1 The Customer represents and warrants to EstimateOne that:

1. it has all right, title and interest, or the authority, necessary to enter into and perform its obligations under this Agreement;
2. 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: (i) will be complete, current and accurate and not misleading in any way; and (ii) will not infringe the Intellectual Property Rights of any person.

16. Indemnity by Customer

16.1 The Customer hereby indemnifies the Indemnified Parties, and shall keep each of them indemnified, to the fullest extent permitted by applicable law, against any Claim made against an Indemnified Party or any Loss (including reasonable legal costs and expenses) suffered or incurred by an Indemnified Party which arises from or in respect of:

1. any negligent or wilful acts or omissions, theft, misuse, fraud or misconduct committed by the Customer or its officers, directors, employees, agents, representatives, delegates, or contractors, in using the Services; or
2. any Claim against EstimateOne or any EstimateOne Group company from any third-party in respect of any data, materials or content uploaded or provided by the Customer through the Platform; and
3. any third-party claims arising from the Customer’s use of the Services, including but not limited to claims relating to data-protection breaches, intellectual-property infringement, misuse of the Platform or breach of contract.

16.2 The Customer’s liability under this clause 16 shall be reduced to the extent that any act or omission of the Indemnified Parties contributed to the relevant Loss or Claim.

16.3 Neither party shall be liable for any Consequential Loss suffered or incurred by the other party except to the extent expressly set out in this Agreement.

16.4 Nothing in this clause 16 requires the Customer to indemnify EstimateOne for Losses to the extent caused by EstimateOne’s own negligence, breach of this Agreement or wilful misconduct.

17. Indemnity by EstimateOne

17.1 EstimateOne shall defend and indemnify the Customer from and against any Claim or Loss (including reasonable legal costs and expenses) arising from any third-party claim alleging that the Platform, when used by the Customer in accordance with this Agreement, infringes a third-party’s Intellectual Property Right (an “Infringement Claim”). EstimateOne will also pay any damages, settlement amounts or costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction in connection with such Infringement Claim.

17.2 EstimateOne’s obligations in clause 17.1 are subject to Customer providing:

1. prompt written notice of the Infringement Claim (in any event within a reasonable time) to avoid prejudicing EstimateOne’s defence;
2. the exclusive right to control and direct the investigation, defence and settlement of the Infringement Claim; and
3. all reasonably requested cooperation, with EstimateOne reimbursing the Customer’s reasonable out-of-pocket expenses incurred in providing such cooperation.

17.3 Customer may not make any admissions or settle an Infringement Claim without EstimateOne’s prior written consent. EstimateOne may not settle an Infringement Claim without Customer’s prior written consent if settlement would require the Customer to admit liability, make a payment, or undertake any ongoing obligation other than ceasing use of the affected part of the Platform.

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

1. secure rights for Customer’s continued use of the Platform;
2. replace or modify the alleged infringing portion of the Platform so that it is non-infringing while maintaining substantially equivalent functionality; or
3. terminate the affected subscription and refund to Customer any prepaid, unused Fees and Unlock Credits for the terminated portion of the Subscription Term.

17.5 EstimateOne’s obligations in this clause 17 (Indemnification by EstimateOne) do not apply to the extent an Infringement Claim arises from:

1. Customer’s unauthorised modification or use of the Platform;
2. use of the Platform in combination with software, data, or services not supplied or approved by EstimateOne; or
3. any Third-Party Integrations or Customer Data, or instructions provided by the Customer.

17.6 This Clause 17 (Indemnification by EstimateOne) sets out Customer’s sole and exclusive remedy and EstimateOne’s entire liability regarding infringement of third-party Intellectual Property Rights.

18. Termination

18.1 Either party may terminate this Agreement and access to the Services in the event that:

1. the other party commits a material breach of this Agreement (including if in EstimateOne’s opinion you breach the reasonable use restriction in clause 6.6) and where such breach is capable of remedy, fails to remedy the breach within 30 days of receiving written notice from the other party; or
2. Customer notifies EstimateOne it does not accept a material amendment to these terms under clause 20.6(b) within 30 days of receiving written notice of amendments.

18.2 If Customer terminates this Agreement or a Subscription Term in accordance with clause 18.1, EstimateOne will refund to Customer any prepaid, unused Fees for the terminated portion of the Agreement or applicable Subscription Term and Customer will lose access to its Platform account and any purchased services.

18.3 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. Customer will retain access to its Platform account and any purchased services, including but not limited to ongoing subscriptions, features or access rights, 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 18.1, EstimateOne shall not be liable to refund any Fee (or part thereof) paid in advance for Services during the current Subscription Term.

18.4 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.

19. Disputes

19.1 If a dispute arises between the parties, 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.

19.2 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 the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure, which is deemed incorporated by reference into this clause. The parties will each bear the costs of such mediation equally.

19.3 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.

20. General provisions

20.1 EstimateOne Not an Agent

The Customer 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.

20.2 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 will be suspended for as long as the Force Majeure Event prevents performance. If the Force Majeure Event continues for more than 30 days, either party may terminate this Agreement upon written notice.

20.3 Assignment

20.3.1 The Customer must not assign or otherwise deal with any rights or obligations under this Agreement without EstimateOne’s prior written consent. 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 Customer.

20.3.2 The Customer 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.

20.4 Subcontracting

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

20.5 Links

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

20.6 Amendments

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 20.6(b) below in the case of material amendments, amendments will be effective immediately upon publication on the Platform. The Customer 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.

When an amendment constitutes a material change (meaning one that substantially alters the fundamental rights or obligations of either party) EstimateOne will give the Customer at least 30 days’ prior written notice. If the Customer does not accept the amendment, it may terminate the Agreement before the effective date of the change. Continued use of the Services after the notice period constitutes acceptance of the updated Terms.

20.7 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.

20.8 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.

20.9 Notice

20.9.1 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 Customer, to the email address or postal address listed in your account or as set out in the Order Form.

20.9.2 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.

For EstimateOne: to legal@estimateone.com or addressed to ‘Legal Officer’ G4/29 Stewart St, Richmond VIC 3121

For the Customer: To the primary email address or postal address listed in your Platform account.

20.9.3 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.

20.10 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), 7 (Intellectual Property and Privacy), 9 (Publicity), 10 (Fees), 11 (Confidentiality of Content), 13 (Disclaimers), 14 (Limitation of Liability), 16 (Indemnity by Customer), 18 (Termination), 19 (Disputes), 20 (General Provisions). Any accrued rights, remedies, or obligations of the parties existing prior to termination or expiry shall also survive.

20.11 Entire Agreement

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

20.12 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.

For Licensees based in Australia, the terms applicable to you are our AU Terms of Use available at https://estimateone.com/terms-of-use/.

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 Platform to you (“Customer” or “you”, “your”).

2. 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:

1. Customer Success Manager means the nominated employee of EstimateOne who manages the relationship with the Customer, as set out in the Order Form.
2. Primary Contact means the nominated employee of the Customer who manages the relationship with EstimateOne, as set out in the Order Form.
3. SLS means this Service Level Schedule.
4. SLS Fee Rebate means the financial rebate applicable from EstimateOne to the Customer should downtime (as defined in section 7 of this SLS) exceed Target Service Availability (as defined in section 7 of this SLS).
5. Significant Failure has the meaning set out in section 9 of this SLS.

3. Hours of Service

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

4. Standard Support Hours

Standard support hours at EstimateOne are 9:00am – 5:00pm UK local time, Monday – Friday (“Standard Support Hours”).

All EstimateOne support enquiries should be directed in the first instance via our contact page at https://estimateone.com/contact/.

We will use our reasonable endeavours to ensure that all enquiries or fault reports submitted during Standard Support Hours will be responded to within 4 working hours.

5. Escalation Procedures

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

During Standard Support Hours (EstimateOne):

Contact the EstimateOne Client Support Team via our contact page at https://estimateone.com/contact/. The Customer will be assigned a ticket immediately and, as per the Standard Support Hours, will be contacted within 4 business hours; and

1st level of Escalation: The Customer Success Manager assigned to the Customer.

6. 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:

1. the Scheduled Maintenance is timed either between 12am – 5am UK local time Monday – Saturday, or at any time on a Sunday;
2. we will use our reasonable endeavours to ensure that the Scheduled Maintenance period lasts for a maximum of 4 hours; and
3. we will give 24 hours’ notice via email or within the website to the Primary Contact of the Customer regarding the proposed Scheduled Maintenance.

7. Target Service Availability

The target uptime for the Platform covered by this SLS is 99.5% per calendar month.

Platform Availability is defined as the percentage of time the Platform is available to the Customer 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 means the total number of minutes in the relevant calendar month; and
D means total recorded Downtime minutes, excluding maintenance windows and events outside EstimateOne’s reasonable control.

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

1. planned outages for Scheduled Maintenance;
2. network outages caused by other carriers;
3. a Force Majeure Event;
4. 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;
5. any acts or omissions of the Customer (or acts or omissions of others engaged or authorised by the Customer), including, without limitation, custom scripting or coding, any negligence, wilful misconduct, or use of the Platform in breach of these Terms of Use; and
6. email delivery delays of any kind caused by spam filtering, delays with third party networks, third party software, telecommunication services or IP blacklisting.

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 is provided.

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.

8. Downtime Rebates

Subject to the occurrence of a Force Majeure Event and section 8.2 below, EstimateOne will provide the following rebates for service unavailability on the Fees payable for the applicable monthly Fee:

Platform Availability	Equivalent Downtime (Month)	Fee Rebate Rate
>= 99.50%	0 – 3.6 hours	Nil
98.00% – 99.50%	3.6 hours – 14.4 hours	10%
95.00% – 98.00%	14.4 hours – 36 hours	15%
< 95.00%	> 36 hours	25%

The Customer 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.

The Customer is not entitled to claim an SLS Fee Rebate if its account is overdue.

Rebates will only be applied by way of a credit to the next bill and are not redeemable for cash upon cancellation of the Service.

9. Significant Failure

Significant Failure is defined as an event whereby significant data and/or technical loss requires 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.

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.

During a Significant Failure, any period of data loss (the period between the 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.

10. Backups

All Customer Data is backed up to a secure off-site location on a daily basis.

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. The Customer should ensure that it at all times maintains backups of all Customer Data and information uploaded and inputted to the Platform.

The new Terms of Use and Privacy Policy were last amended in May 2026. If you have queries about the changes please contact us via https://estimateone.com/contact/.

Schedule 2 — Data Processing Addendum

This Schedule 2 forms part of the Agreement between EstimateOne Pty Ltd ACN 130 242 554, registered at G4/29 Stewart St, Richmond VIC 3121 (“EstimateOne”) and the Customer governing the Customer’s use of the Services.

In the event of any conflict between this Schedule 2 and the Terms of Use in relation to the processing of Personal Information, this Schedule 2 shall prevail.

1. Definitions

In this Schedule 2, the following terms have the meanings set out below. Capitalised terms not defined in this Schedule 2 have the meanings given to them in the Agreement.

“Customer Data” means Customer Data as defined in the Agreement, to the extent it constitutes Personal Information.

“Data Protection Laws” has the meaning given in the Agreement and includes the UK GDPR, EU GDPR and applicable U.S. state privacy laws.

“Personal Data Breach” has the meaning given under applicable Data Protection Laws.

“EU-SCCs” means the Standard Contractual Clauses adopted by the European Commission Decision 2021/914/EU.

“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.

2. Roles of the Parties

2.1 The parties acknowledge and agree that, in respect of Customer Data, the Customer acts as the controller (or “business” under applicable U.S. state privacy laws) and EstimateOne acts as the processor (or “service provider” under applicable U.S. state privacy laws).

2.2 Where EstimateOne processes Personal Data for its own purposes in connection with the Customer’s account and use of the Services (including, for example, account administration, billing, security, analytics, product development, or improving, testing or training its algorithms, models or AI Systems), EstimateOne acts as an independent controller in respect of such processing. Such processing is governed by EstimateOne’s Privacy Policy and is not subject to this Schedule 2.

3. EstimateOne’s Obligations

3.1 Where EstimateOne acts as a Data Processor (or “Service Provider” under applicable U.S. law) in respect of Customer Data, it shall:

1. process Customer Data in order to provide the Services and in accordance with the Agreement and the Customer’s documented instructions from time to time, unless required to do so by applicable law, in which case EstimateOne shall (unless prohibited by law) inform the Customer of that legal requirement before processing. EstimateOne shall inform the Customer if, in its reasonable opinion, any instruction infringes Data Protection Laws;
2. ensure that its personnel who have access to such Customer Data are committed to binding obligations of confidentiality when processing such Customer Data, and that access is limited to those who need it to perform the Services;
3. implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security, taking into account the requirements of Article 32 UK GDPR and Article 32 EU GDPR;
4. inform the Customer without undue delay after becoming aware if any Customer Data is subject to a Personal Data Breach (as defined under applicable Data Protection Laws);
5. at the Customer’s sole option, return or delete Customer Data, in accordance with the Agreement and EstimateOne’s standard deletion and backup procedures, subject to applicable legal retention obligations;
6. provide reasonable assistance, taking into account the nature of the processing and the information available to EstimateOne, to enable the Customer to comply with its obligations under Articles 32 to 36 of the UK GDPR and EU GDPR and equivalent obligations under applicable Data Protection Laws;
7. notify the Customer without undue delay if it receives a request from a data subject relating to Customer Data and, taking into account the nature of the processing, provide reasonable assistance to enable the Customer to respond to such request;
8. not disclose any Customer Data to any data subject other than at the written request of the Customer or as expressly provided for in the Agreement; and
9. not process Customer Data for its own purposes when acting as a processor and only disclose Customer Data to third parties as necessary to provide the Services or as otherwise permitted under the Agreement or applicable law.

4. Sub-Processors

4.1 The Customer hereby gives EstimateOne a general consent to engage sub-processors to process the Customer Data. EstimateOne shall maintain and make available an up-to-date list of its sub-processors upon written request. At least 30 days before EstimateOne engages a new sub-processor or replaces an existing one, EstimateOne will update the applicable website and provide the Customer with an update notice. To object to a sub-processor, the Customer can terminate this Agreement pursuant to its terms within 30 days of receiving written notice of amendments.

4.2 EstimateOne shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to this Schedule 2, including appropriate data protection, security and confidentiality obligations consistent with this Schedule 2. EstimateOne shall remain liable to the Customer for the performance or non-performance of the sub-processor’s obligations.

5. Audit Rights

5.1 At the Customer’s request and provided that the Customer shall enter into appropriate confidentiality agreements (as reasonably required by EstimateOne), EstimateOne shall permit the Customer 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.

5.2 Any audit shall be conducted during normal business hours and on reasonable prior written notice, shall not unreasonably disrupt EstimateOne’s operations, and shall be subject to appropriate confidentiality undertakings.

5.3 EstimateOne shall only be required to permit access pursuant to clause 5.1:

1. once in any calendar year; or
2. in the event that the Customer knows or has reasonable grounds to suspect that Customer 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.

5.4 If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Customer 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 provide the other party with reasonable cooperation and assistance in relation to any such complaint, notice or communication.

6. Liability

Liability under or in connection with this Schedule 2 is governed by the limitations of liability and disclaimers provisions of the Agreement. Nothing in this Schedule 2 shall exclude or limit either party’s liability to the extent such exclusion or limitation is prohibited under applicable Data Protection Laws.

7. Data Transfers

7.1 The Customer authorises EstimateOne to process and/or transfer, or otherwise directly or indirectly disclose, any Customer 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 one or more of the following:

Standard Contractual Clauses. In relation to transfers of Customer Data protected by the EU GDPR, EstimateOne shall process Customer 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:

1. EstimateOne is the “data importer” and the Customer is the “data exporter”. The details of each party are as set out at the top of this Agreement;
2. the relevant processing details are those set out in the Processing Details Table below, the contents of which are hereby agreed by the parties;
3. the SCCs are deemed executed on the same day as the Agreement;
4. the “Description of Transfer” details and “Technical and Organisational Measures” are as set out in the Processing Details Table; and
5. the “List of Sub-Processors” is as maintained and made available by EstimateOne in accordance with clause 4 of this Schedule 2.

UK Addendum. In relation to transfers of Customer 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:

1. Table 1 shall be deemed completed with the relevant information set out in the Processing Details Table, as appropriate;
2. 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;
3. Table 3 shall be deemed completed with the information set out in the Processing Details Table;
4. Table 4 in Part 1 is deemed completed by selecting the checkbox reading: “neither party”; and
5. 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 UK GDPR or EU GDPR.

A derogation pursuant to Article 49 of the UK GDPR or EU GDPR.

8. Governing Law

8.1 This Schedule 2 and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales, consistent with the governing law clause of the Agreement.

8.2 Any litigation or dispute resolution between the parties arising out of or relating to this Schedule 2 will be subject to the exclusive jurisdiction of the courts of England and Wales, except that:

1. the EU-SCCs shall be governed by the law of the EU Member State in which the data exporter is established, or (where the data exporter is not established in an EU Member State) the law of the Republic of Ireland; and
2. disputes arising solely in connection with the EU-SCCs shall be subject to the jurisdiction specified therein.

8.3 Nothing in this Schedule 2 or the Agreement shall limit the rights of data subjects or supervisory authorities under applicable Data Protection Laws.

Processing Details Table

Purpose:	Processing of Customer Data is necessary to enable EstimateOne to provide its services to the Customer, including EstimateOne making data available for the Customer to view in useful manner on or via the Platform.
Scope of the processing:	EstimateOne will process Customer Data only as necessary for providing the Services. EstimateOne will process only such Customer Data as is provided (or made accessible) by the Customer.
Nature of processing / data processing activities:	Customer Data transferred through the Platform will be processed in accordance with applicable laws and this Agreement, and may be subject to the following Processing operations: collecting, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. The Services include AI-assisted features which may process Customer Data automatically as part of the Services. Where such processing is carried out for the purpose of providing the Services, EstimateOne acts as a processor on the Customer’s documented instructions. Where such processing is carried out to develop, train, test or improve EstimateOne’s algorithms, models or AI Systems, EstimateOne acts as an independent controller. EstimateOne’s AI Systems are not designed to make solely automated decisions producing legal or similarly significant effects without human involvement.
Categories of data subject:	End users, customers, prospects, employees or representatives of the Customer whose personal data is uploaded to or processed via the Services. This includes but is not limited to: builders, subcontractors, suppliers, estimators, project managers and other construction industry participants whose details are uploaded to or processed via the Platform.
Categories of personal data:	The following categories of personal data may be processed: Email address; Name; Address; Phone number; Job title; Employer or associated business entity. In addition, the following categories of data contained within Customer Data uploaded to the Platform may be processed where they contain personal data: construction plans and technical drawings; tender and RFQ documents; quotes and pricing information; invoices and payment records; contract documents; communication records and correspondence; audit trail records; address book entries; and any other project documents or materials uploaded by the Customer to the Platform.
Sensitive data:	EstimateOne does not intentionally process special category data (as defined under Article 9 GDPR) unless such data is uploaded by the Customer, in which case it shall be processed strictly in accordance with the Customer’s documented instructions and this Agreement.
Frequency of transfer:	Customer Data might be transferred on a one-off or on a continuous basis, depending on the purpose of transfer, and the Customer’s use of the Services.
Duration of processing:	EstimateOne will provide processing services to the Customer until all Customer Data is returned to Customer or deleted in accordance with the Agreement.
Retention period:	The retention period (if any) will be as set out in the Agreement.
Location of the processing operations:	Australia, United States of America, Ireland, United Kingdom and such other jurisdictions in which EstimateOne or its authorised sub-processors may process Customer Data in accordance with this Agreement.
Supplier’s Technical and Organisational measures:	EstimateOne maintains ISO 27001 and CyberEssentials Plus certifications. Further details of its technical and organisational security measures are available on request via https://trust.estimateone.com.
Competent Supervisory Authority:	The Information Commissioner’s Office (the ICO) (https://ico.org.uk/) or such other supervisory authority as is competent in respect of the Customer’s processing activities.
Sub-Processors:	As maintained and made available by EstimateOne in accordance with clause 4 of this Schedule 2.