1. Agreement. This agreement (Agreement), together with the data processing agreement (DPA), the technical specifications of the Service Package (Specifications), the conditions for the acceptable use of our Service Package (Acceptable Use Policy), and the Order (collectively the MSA) agreed between qMateria Ltd, Millennium Business Centre, 3 Humber Road, London, England, NW2 6DW (qMateria, We, Us, or Our) and the contracting person or entity (You or Your) together (the Parties) as indicated in the Order, governs the provision of the Service Package and Data Outputs to you, as set out in the Order.

2. Definitions. Capitalised terms used in this MSA shall have the meaning ascribed to them in Section H or elsewhere in this Agreement.

3. Contract Formation. We are only obliged to provide you with the Service Package if we accept your Order for such Service Package. Each Order, upon acceptance by us, shall be binding on the Parties. We can accept your Order expressly in writing, in electronic form, or by our conduct when commencing the provision of the Service Package, which will be deemed acceptance.

4. Out of Scope. Unless otherwise agreed, the Service Package always excludes:

1. the provision of any data processing, validation services, or Data Outputs that are not explicitly included in your Order, including any third-party software or services provided by external parties that interoperate with or can be accessed from the qMateria Platform but fall outside the agreed scope of works;
2. the transmission of Your Content to and from the exit of the wide area network of the data centres used by us to provide the respective Service Package;
3. any hardware or cloud environment intended for the use of the Service Package that is not explicitly agreed to be provided by us. You are responsible for securing and maintaining an internet connection and suitable connectivity to access the Platform and the Service Package at your own expense; and
4. for the avoidance of doubt, all qMateria Data Outputs, reports, schedules, and documentation are issued with a unique project reference number strictly associated with your project, as clearly established in the Order. This project reference number is qMateria's identifier for all outputs produced under the engagement and distinguishes qMateria-issued materials from any documentation, models, drawings, or reports produced by other project consultants or third-party software tools. qMateria accepts no responsibility for outputs or materials that do not carry the agreed project reference number.
   
   

5. Order of Precedence. In the event of a conflict or inconsistency the documents prevail in the following descending order: (i) Order; (ii) the DPA; (iii) the Acceptable Use Policy; and (v) this Agreement. If a document is provided in different languages, the English language version of that document prevails.

1. Use Rights. We grant you the non-exclusive, non-transferable, non-sublicensable, time-limited, and revocable right to access and use the Service Package, Data Outputs, and Customisations (if any) for your internal purposes as an end-user, subject to the limitations set out in the MSA and as set out in the Order accepted by us. Access to the Service Package and Platform is strictly limited to named Users explicitly identified in the Order by full name and designated company email address. No access rights may be extended to any individual not named in the Order without prior written agreement from qMateria. Under no circumstances may access credentials be shared, transferred, or used by any person other than the named User to whom they were issued.

2. Permitted Users. Access to the Platform, Service Package, Data Outputs, and qMateria Confidential Information is restricted solely to named Users as set out in the Order. No Third Party access is permitted unless explicitly agreed in writing via a separate Order amendment. All Users must access the Platform exclusively through their designated company email address as registered on the Account. qMateria reserves the right to suspend or revoke access to any User whose credentials are found to be in use by an unauthorised individual or whose access falls outside the scope of the Order.

3. Restrictions. You shall not (and shall not allow anyone else to):

1. copy or use the Service Package or Data Outputs, in whole or in part, in any manner that is not expressly permitted under the access rights stated above;
2. disassemble, decompile, reverse engineer, or otherwise attempt to derive the underlying algorithms, AI model configurations, data processing methodologies, user interface techniques, or other proprietary ideas embodied in the Platform or the Service Package;
3. tamper with, or attempt to circumvent or disable, any access control mechanism, authentication system, or security feature of the Platform, including any attempt to extend the Engagement Term or obtain unauthorised access to Data Outputs beyond the agreed scope;
4. distribute, share, or otherwise make available any Data Outputs except as expressly permitted by the access rights stated above, or allow anyone other than named Users using access credentials provided by you, by us at your request, to have access to or use the Platform or the Service Package;
5. use the Platform, Service Package, or Data Outputs to develop or enhance any product or service that competes with qMateria's offerings;
6. modify or create a derivative work of any part of the Platform, Service Package, or Data Outputs;
7. disclose the results of any benchmarking of the Platform or Service Package (whether or not the results were obtained with assistance from us) to any third party without our prior written consent;
8. sub-license, assign, or novate the benefit or burden of this agreement in whole or in part; or
9. allow the Platform or Service Package to become the subject of any charge, lien, or encumbrance.
   
   

For the avoidance of doubt, qMateria does not operate a software licence model. Access to the Platform and Service Package is granted on a per-project, per-company, or per-team basis as defined in the Order and the Engagement Term. No perpetual licence rights are granted or implied under this MSA.

We may at any time sub-license, assign, novate, charge, or deal in any other manner with any or all of our rights and obligations under this agreement, provided you have been given written notice.

4. Marking Requirements. You shall not delete or in any manner alter the qMateria project reference number, copyright notices, trademark, or other proprietary notices appearing on the Data Outputs, reports, schedules, or documentation as delivered by us. All Data Outputs carry a unique project reference number as established in the Order and must be reproduced in full on any copies or records retained by you.

5. Free and Open Source Components. Free and open source software components may be incorporated into the Platform (FOSS Components) and are subject to the terms and conditions under which they are provided (FOSS Terms). We will inform you (i) which FOSS Components are included in the Platform, (ii) which copyright notices and FOSS Terms are relevant, and we will provide you with a copy of same via our documentation, and (iii) unless explicitly stated otherwise, we only use FOSS Components under a permissive licence that does not trigger a copyleft effect. Where we use FOSS Components pursuant to this section, we will ensure that their use does not restrict the Specifications for the Service Package. If and to the extent there is a conflict between the FOSS Terms and this MSA, the FOSS Terms will apply in lieu of the terms of this MSA with respect to such FOSS Components.

6. Life Critical Applications. You agree that you are solely responsible if you use the Service Package or Data Outputs in an application in which a failure of the system, or any results from the use of the Service Package, can be reasonably expected to result in personal injury or death (Life Critical Application). Notwithstanding any contrary terms in this MSA, you acknowledge that qMateria shall not assume any liability to you with respect to your use of the Service Package or Data Outputs in any such Life Critical Application.

7. Access by Third Parties; Responsibility for Users. Access to the Platform, Service Package, Data Outputs, and qMateria Confidential Information is strictly limited to named Users as set out in the Order. You and your named Users shall not, under any circumstances, disclose or permit access to the Service Package, Data Outputs, or qMateria Confidential Information to any of our competitors or to any individual not named in the Order. You agree to be responsible for all activities that occur under your Account and any use of the Service Package and Data Outputs by any User, your employees, or any party to whom you facilitate or permit access, and you shall be liable for such use as for your own acts and omissions. This does not apply to the extent damage or a breach is caused by our violation of the MSA. You will ensure that all named Users comply with your obligations required by law and under the MSA. Should you become aware of any violation of your obligations under the MSA, you will immediately terminate the relevant person's access to the Platform, Service Package, and Data Outputs. You acknowledge and agree that your Users who submit declarations, notifications, or orders to us act on your behalf and have the legal authority to bind you.

8. Credentials. You shall:

1. carefully store access credentials and security tokens and protect them from unauthorised access;
2. not gain access to the Platform or Service Package by any means other than through your named Account using credentials issued to the specific named User as set out in the Order;
3. not circumvent or disclose the authentication or security of your Account, the Platform, or any host, network, or account related to the Platform;
4. not use a false identity or the credentials of another person to gain access to the Platform or the Service Package; and
5. ensure that any credentials are used only by the named individual User to whom they were issued. We may change access credentials if we determine in our reasonable discretion that a change is necessary.

9. Obligations When Using the Service Package. You are responsible for ensuring that your use of the Service Package complies with all applicable laws at all times. You shall (i) obtain at your own expense any rights, consents, and permits from vendors of software and services used by you in connection with the Service Package which are necessary for us and our subcontractors to provide the Service Package; and (ii) ensure that Your Content uploaded to the Platform is accurate, complete to the best of your knowledge, and has been prepared and issued by the relevant design team in accordance with the project programme and applicable professional standards. You shall remain responsible for the security of your own systems and on-premises hardware and software.

10. Obligations When Using Third Party Applications. If you use the Platform to access an application which you developed or which is provided to you by a third party (Third Party Application), you acknowledge and agree that: (i) any contractual relationship regarding the use of a Third Party Application and any related services or products is solely between you and the provider of the Third Party Application; (ii) we are under no obligation to test, validate, or otherwise review any Third Party Application; (iii) we do not assume any obligation or responsibility with regard to the use of a Third Party Application, its support, or any other related services or products; and (iv) the use of a Third Party Application may enable its provider to collect and use Your Content and data regarding a User's usage and to transfer copies of Your Content to a third party. We shall not be responsible for any consequences resulting from any access to Your Content or your Users' data through a Third Party Application.

11. Your Content — Liability and Interpretation. You are responsible for the development, content, management, use, and quality of Your Content and the means by which you acquire and share Your Content. This includes:

1. taking steps to maintain legally required or otherwise appropriate security and protection, including backup and archiving, of Your Content unless we have explicitly agreed to such measures as part of our security commitments under Section B.8;
2. any document retention or archiving obligation resulting from applicable law or company policies; and
3. ensuring that Your Content can be used by us and our subcontractors as permitted under the MSA without violating the laws or rights of others.

For the avoidance of doubt, qMateria accepts no liability for the accuracy, completeness, or fitness for purpose of Your Content as uploaded to the Platform. The quality and reliability of Data Outputs is directly dependent on the quality and completeness of Your Content. qMateria's role is limited to assessing and processing the data made available to us at the time of engagement. Any interpretation, application, or reliance upon Data Outputs in connection with cost plans, design decisions, procurement, or any other commercial or professional purpose is solely your responsibility. qMateria does not verify the design intent of the authoring party and accepts no responsibility for design gaps, omissions, or errors originating in Your Content.

We will not delete any of Your Content during the Engagement Term unless such deletion is required by a governmental body, to avoid or limit the liability of qMateria or any Third Party, or to protect the security of our systems.

12. Information Obligations. You will provide information or other materials related to Your Content that we reasonably request to verify your compliance with this MSA. If you become aware of any of the following actual or potential events you shall promptly provide us with reasonable information and assistance regarding their mitigation and resolution:

1. unauthorised use of your Account;
2. loss or theft of your Account credentials;
3. circumstances or incidents affecting the security of the Platform or the Service Package; or
4. measures by authorities or court decisions specifically relating to your use of the Service Package which may affect the Platform or the Service Package.
   
   

13. Cooperation Obligations.

1. General cooperation obligation. You will at all times reasonably cooperate with us to the extent reasonably necessary to provide you with the Service Package.
2. System requirements. You acknowledge and agree that your use of the Platform and Service Package is subject to the fulfilment of the system requirements set out in the Specification (if any), which qMateria may reasonably update from time to time, for example if required for security reasons, by law, or to ensure the proper functioning of the Platform and the Service Package.
3. Cooperation Obligations for Implementation Services. If the implementation of the qMateria Platform into your organisation's IT infrastructure is explicitly agreed via an Order, you acknowledge and agree that you will: aa) secure and provide to us, our Affiliates, business partners, and subcontractors all rights, licences, and authorisations required to access and use Your Content and resources as necessary to enable us to perform all activities required to provide the Service Package in accordance with the MSA; bb) remain responsible for your Users' compliance with the MSA; cc) use reasonable endeavours to prevent unauthorised access to or use of the Platform and the Service Package, and notify us promptly of any such unauthorised access or use; dd) use the Platform and the Service Package only in accordance with the MSA and applicable laws and government regulations; ee) as between the Parties, remain responsible for your Applications and comply with any technical requirements provided by us to allow integration and interoperability, and ensure non-interference, of your Applications with the Platform and the Service Package.
4. Identity Service Provider. You may use an identity provider system that manages identity information and provides authentication services on your behalf (Customer's IDP) to access the Platform and the Service Package, and if you so choose to do so: (i) you will be solely responsible and liable for the policies and performance of the Customer's IDP and its compliance with the requirements of applicable law, as well as for the implementation of sufficient information security safeguards to protect against unauthorised access; (ii) you acknowledge that we have no control over the Customer's IDP and are not responsible for its operation or your use thereof; (iii) you will remain solely responsible for revoking the access of any individuals who are or were Users and whose access to the Service Package should be revoked; (iv) you hereby waive any legal or equitable rights or remedies regarding the foregoing; and (v) we disclaim any and all liability arising out of the Customer's IDP, which you may elect to implement at your own risk.

14. Limited Reliance. You acknowledge and agree that the Data Outputs produced through the processing of Your Content via the Platform are based solely on the design information made available to qMateria at the time of processing. The interpretation, application, and reliance upon any Data Outputs — including their incorporation into cost plans, risk registers, procurement decisions, or any other professional or commercial purpose — is entirely your responsibility.

qMateria's subject matter experts apply sound engineering judgement in the assessment and interpretation of Your Content. However, qMateria can only process, assess, and interpret the design information that is explicitly provided to us. We cannot be held responsible for design gaps, omissions, inconsistencies, or errors that are not visible or identifiable from the information supplied. In plain terms, we do not know what we have not been shown.

The reliability and completeness of Data Outputs is directly and proportionally dependent on the quality, completeness, and code-compliance of the design information provided by your design team. It is the sole responsibility of the Receiving Party and their appointed design team members to ensure that all design information submitted to qMateria is complete, internally consistent, and compliant with applicable engineering standards and building regulations at the time of upload. Where design information is incomplete, ambiguous, or inconsistent, qMateria's subject matter experts will identify and flag the gap to the best of their ability using engineering judgement, but any assumptions made in that context carry no design authority and do not constitute professional design advice.

qMateria does not warrant that Data Outputs will be free from limitations arising directly from the completeness, accuracy, or code-compliance of Your Content. You are solely responsible for any decisions made on the basis of Data Outputs, and qMateria accepts no liability for the consequences of any such decisions where those consequences arise from deficiencies in the design information originally provided to us.

1. Rights in Your Content. We will not acquire any rights, title, or interest in or to Your Content, except as granted under this MSA. Your Content remains the intellectual property of the Receiving Party or the Receiving Party's Design Team responsible for its authorship at all times.

In any event, we, our business partners, and subcontractors have the right to access, process, and use Your Content to the extent required for the sole purpose of providing the Service Package and Data Outputs to you. This includes the right to submit Your Content to our AI LLM processing systems and third party AI infrastructure partners as necessary to interrogate, classify, and validate the data contained within Your Content.

For the avoidance of doubt, by entering into this MSA and submitting Your Content to the Platform, you explicitly consent to qMateria processing Your Content using AI large language model technology (AI LLM Processing) as the core technological backbone of our Service Package. You acknowledge and agree that without this consent, qMateria is unable to provide the Service Package or produce any Data Outputs. If you do not consent to AI LLM Processing of Your Content, you must notify qMateria in writing prior to submitting any data to the Platform, in which case qMateria reserves the right to suspend or terminate the engagement in accordance with the terms of the MSA.

2. Rights in the Service Package and Platform. qMateria, our business partners, and licensors own all rights in the Platform, the Service Package, and the Data Outputs, and all Intellectual Property Rights in or to the foregoing shall remain wholly vested in qMateria, our business partners, and/or licensors. Your only rights in the Platform and the Service Package are the rights expressly granted in this MSA and an Order — all other rights are reserved by us.

Our licensors are third-party beneficiaries of, and thus may enforce against you, the access restrictions and confidentiality obligations set out in this MSA with respect to their Intellectual Property Rights and proprietary information. qMateria, our business partners, and/or licensors own all rights, title, and interest in and to the Platform, the Service Package, the Data Outputs, and our AI processing methodologies, including any know-how and any part and improvement thereof, whether developed independently or informed by the delivery of engagements under this MSA.

For the avoidance of doubt, no rights in qMateria's AI model configurations, data processing methodologies, subject matter expert workflows, or proprietary classification frameworks are transferred to the Receiving Party under this MSA or any Order. The Receiving Party receives access to Data Outputs only, not to the underlying technology or methodologies used to produce them.

3. Feedback. You grant us a worldwide, perpetual, irrevocable, unlimited, transferable, sub-licensable, fully paid, royalty-free licence to use any suggestion, recommendation, feature request, or other feedback provided by you or on your behalf related to the Service Package and/or the Platform. Such feedback may be used by qMateria to improve the Service Package, the Platform, and our underlying AI processing methodologies without any obligation of compensation or attribution to you. Any feedback provided shall not be considered Confidential Information unless explicitly agreed otherwise in writing.

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4. AI LLM Processing Consent and Acknowledgemen. You acknowledge and agree that:

1. the Service Package is underpinned by commercial AI large language model technology operated by qMateria and its technology partners, and that Your Content will be processed by these systems as part of every engagement;
2. qMateria selects and may update its AI LLM technology partners from time to time in order to maintain and improve service quality, and will notify you of any material changes to the AI processing infrastructure where such changes may affect the handling of Your Content;
3. qMateria takes all reasonable steps to ensure that AI LLM processing of Your Content is carried out within secure, UK GDPR-compliant infrastructure hosted on Microsoft Azure UK datacenters, and that Your Content is not used by any AI LLM provider to train their general models without your explicit prior consent;
4. the AI LLM Processing of Your Content is a prerequisite and condition of the Service Package — by submitting Your Content to the Platform you are confirming your consent to this processing; and
5. all AI-processed Data Outputs are subject to human-led quality assurance review by qMateria's subject matter experts prior to delivery, in accordance with the applicable service tier as set out in the Order and the Specifications.

1. General. You agree to pay all applicable fees as specified in the Order. The fees applicable to your engagement are determined by the Service Package tier selected, the scope of works as defined in the Order, and the volume of AI LLM processing activity carried out on Your Content during the Engagement Term as recorded in the Usage and Processing Report. For any use or processing activity exceeding the agreed scope or authorisations set out in the Order, the fees will be charged at the then-current price as notified to you in writing.

For the avoidance of doubt, qMateria does not operate a software licence model. All fees are structured as service fees for the delivery of a defined Service Package as set out in the Order. Fee structures reflect the professional service and technology delivery nature of the engagement and are aligned with consultancy procurement norms rather than software subscription pricing.

Any change to our fees will only apply from the beginning of a new or renewed Engagement Term as set out in a revised or replacement Order. Unless otherwise provided in the applicable Order, fees are due upon receipt of the invoice and payable within 30 days of the invoice date using one of the payment methods we support, at no extra cost to us and without any deduction. Any overdue payment shall accrue interest at the higher of (i) the rate of 2% per annum above the Bank of England base rate from time to time in force, calculated on a daily basis from the due date until the date of actual payment, or (ii) the rate of 2% per month, or (iii) the highest rate legally permitted — whichever is the greater.

2. Taxes.All prices and payments relating to the Service Package and Data Outputs are exclusive of any applicable taxes, customs and import duties, levies, and charges of any kind whatsoever. Any such taxes, customs and import duties, levies, and charges that may be imposed on or paid by us shall be borne or reimbursed by you. You shall pay any stamp duties or similar transfer taxes imposed on the supplies made under the MSA and shall reimburse us for any such stamp duties or similar transfer taxes paid by us. Any sums to be paid to us shall be net of any applicable taxes, duties, and levies that might be levied or withheld on payments made by you to us. Should any such taxes, duties, or levies be levied or withheld by you on payments due to us, then you shall gross up the net payments to us by such an amount as is necessary to ensure that we receive a net amount equal to the full amount set out in the Order. In any case, you are obligated to provide us promptly with the official tax receipt which confirms the tax payment on our behalf.

1. Limited Warranties. We warrant that the Service Package will be provided as set forth in Section B.1. If the Service Package fails to perform as warranted hereunder, to the extent permissible under applicable law, our sole obligation and your exclusive remedy will be (i) to use reasonable endeavours to restore the non-conforming element of the Service Package so that it conforms to the warranty, or (ii) if such restoration would not be commercially reasonable, to terminate the non-conforming element of the Service Package and refund any prepaid amounts for such element on a pro-rata basis for the remaining Engagement Term. For the avoidance of doubt, this warranty applies solely to the delivery mechanism and availability of the Service Package and does not extend to the accuracy, completeness, or fitness for purpose of Data Outputs where such limitations arise from deficiencies in Your Content or the Receiving Party's Design Team's information.

2. Limitations. Except for the limited warranties set forth above, the service package and all data outputs are provided on an "as is" and "as available" basis without representations or warranties of any kind or nature, whether express, implied, statutory or otherwise.

To the maximum extent permitted by applicable law, Qmateria, our contractors, affiliates, and business partners and their respective licensors specifically disclaim, to the maximum extent permitted under applicable law, all implied warranties of merchantability, fitness for a particular purpose, title, or arising from a course of dealing, usage or trade practice.

Without limiting the foregoing, we do not warrant that the service package and/or data outputs will be fail-safe, fault-tolerant, uninterrupted, error free, or free of harmful components, or that any content, including your content, will be secure or not otherwise lost or damaged. This section does not apply to the extent prohibited by applicable law.

3. No Obligation to Defend or Indemnify. For the avoidance of doubt, qMateria does not accept any obligation to defend, indemnify, or hold harmless the Receiving Party or any User from or against any claims, damages, liabilities, losses, costs, or expenses of any kind arising from or in connection with the Receiving Party's use, interpretation, or application of the Service Package or Data Outputs in their professional work, cost plans, procurement decisions, or any other commercial or professional purpose.

The Receiving Party is solely and exclusively responsible for:

1. all decisions made on the basis of Data Outputs, including their incorporation into cost plans, risk registers, tender documentation, procurement advice, or client-facing deliverables;
2. any claims made against the Receiving Party by their clients, employers, or any Third Party arising from the Receiving Party's professional reliance on or use of Data Outputs;
3. any professional liability arising from the Receiving Party's interpretation or application of Data Outputs in the context of their own professional obligations and duties of care; and
4. ensuring that Data Outputs are reviewed, validated, and applied by appropriately qualified professionals within the Receiving Party's organisation before being relied upon for any professional or commercial purpose.
   
   

For the avoidance of doubt, qMateria does not operate a software licence model. Access to the Platform and Service Package is granted on a per-project, per-company, or per-team basis as defined in the Order and the Engagement Term. No perpetual licence rights are granted or implied under this MSA.

qMateria's subject matter experts provide engineering-informed observations and risk flags based solely on the design information made available to us. These observations do not constitute professional design advice, structural engineering certification, or any other form of regulated professional opinion. The Receiving Party must not represent qMateria's Data Outputs as constituting professional engineering certification or design approval of any kind.

4. Indemnity by You.You will, at our option, indemnify us, our Affiliates, our suppliers and subcontractors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with: (i) Your Content; (ii) any breach or violation of laws or rights of others by your use of the Service Package; (iii) any breach by you of this MSA; (iv) the operation, combination, or use of the Service Package in conjunction with any of Your Content and/or in conjunction with any third party software, materials, or services; (v) any adjustment or configuration of the Service Package made by you or a Third Party to which you facilitate or permit access, including Users; (vi) qMateria's compliance with designs, plans, specifications, or data provided to us by you or on your behalf; (vii) any incorrect statements contained in information or material which you use or provide to us; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Service Package or Data Outputs; (ix) the use of your trademarks, designations, and logos as authorised by you; (x) your use of our trademarks, designations, and logos in breach of the authorisation granted to you; (xi) any professional liability claim arising from your interpretation or application of Data Outputs in your professional work; and (xii) any use of the Service Package or Data Outputs in connection with a Life Critical Application.

5. Limitation of Liability.

1. Limitation. To the maximum extent permitted by applicable law, qMateria's entire liability for all claims, damages, and indemnities arising out of or related to this MSA, regardless of the form of action, whether in contract, tort, or otherwise, will not exceed, in the aggregate, the fees paid to us by you during the 6 months preceding the date on which the claim arose for the specific Service Package giving rise to the claim. All dates supplied by us for the delivery of the Service Package shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
   
   For the avoidance of doubt, qMateria does not accept any liability for: (i) the professional consequences of the Receiving Party's reliance on Data Outputs; (ii) any cost overruns, programme delays, procurement decisions, or client disputes arising from the use of Data Outputs; (iii) any losses arising from deficiencies in Your Content or the Receiving Party's Design Team's information; or (iv) any losses arising from the Receiving Party's failure to apply appropriate professional judgement when using Data Outputs.
2. Disclaimer. In no event will qMateria be liable for any amounts for loss of production, interruption of operations, contractual claims against you by any Third Party, damage to property, loss or corruption of Your Content or other data, loss of use, loss of interest, income, profit or savings, costs associated with data recovery or re-creation, or indirect, incidental, consequential, exemplary, punitive, or special damages, even if we have been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
3. Limitation on Claims. Any claims against us shall be brought no later than 12 months after the event giving rise to the respective claim. Thereafter all claims arising out of that event against us shall be barred.
4. Scope of Limitations and Exclusions. The limitation and exclusion in this Section F.5 shall not apply: (i) to the extent that liability cannot be limited or excluded according to applicable law; in cases of wilful misconduct and gross negligence; (ii) in cases of bodily injuries or death caused by our negligence; (iii) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) in cases of fraud or fraudulent misrepresentation. In cases of gross negligence, liability is limited to the amount of foreseeable loss that would have been prevented through the exercise of due care.
5. Beneficiaries. Any limitations and exclusions of liability shall also apply to the benefit of any employees, officers, directors, representatives, suppliers, subcontractors, and any person used by us in performing any of our obligations.
   
   

6.Temporary Suspension.

1. Our Right to Suspend. We may suspend or limit Users' right to access and use the Service Package, or any portion thereof, immediately if we reasonably determine that: (i) there is a material breach of your obligations under this MSA; (ii) there is a security incident or threat to the security of our Platform or systems in connection with your access; (iii) fees due under the Order remain unpaid beyond the payment terms set out in Section E; or (iv) such suspension or limitation is required by law, a court decision, or a request from a governmental body.
   
   For the avoidance of doubt, qMateria accepts no liability whatsoever for any consequences arising from a suspension of the Service Package, including but not limited to any impact on the Receiving Party's cost plans, project programme, professional obligations, or client relationships. The Receiving Party is responsible for maintaining their own independent records and ensuring that their professional obligations are not solely dependent on continued access to the Service Package.
2. Effect of Temporary Suspension. Your obligation to pay fees remains unaffected by any suspension. If you can reasonably remedy the cause of the suspension, we will notify you of the actions required to reinstate access to the Service Package. The suspension will be lifted as soon as the reason for such suspension or limitation no longer exists. Our right to terminate pursuant to Section F.7 and all other rights and remedies we may have remain unaffected.
   
   

7. Terminations.

1. Termination for Convenience. The initial Engagement Term for each Service Package shall be as specified in the applicable Order. Unless otherwise specified in the Order, upon expiration of the initial Engagement Term, the applicable Service Package shall not automatically renew unless both Parties expressly agree in writing to a new Order for a further Engagement Term. Either Party may elect not to renew a Service Package by providing written notice to the other Party at any time prior to the end of the then-current Engagement Term, unless a different notice period is specified in the applicable Order. The Service Package may not be terminated for convenience during the initial Engagement Term without the payment of all fees due for the remainder of that Engagement Term.
   
   For the avoidance of doubt, qMateria does not operate a subscription or rolling licence model. Each Engagement Term is project-specific and time-bound as defined in the Order. The Receiving Party acknowledges that qMateria incurs real costs in providing the Service Package — including AI LLM processing costs and subject matter expert time — and that early termination does not entitle the Receiving Party to a refund of fees already incurred or proportionate to work already commenced.
2. Termination for Cause. Either Party may terminate a Service Package for cause in the event of the other Party's material breach if such breach is not remedied within 30 days of receipt of written notice specifying the breach. Events that entitle qMateria to terminate for cause include: (i) acts or omissions that entitle us to a suspension pursuant to Section F.6 that remain uncured for a continuous period of 60 days; (ii) our obligation to comply with laws or requests of a governmental body; (iii) a change in control of you or your Affiliates that, in our reasonable opinion, adversely affects our position, rights, or interests; and (iv) your ceasing to operate in the ordinary course, making an assignment for the benefit of creditors, or becoming the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding.
3. Effect of Termination. On termination of a Service Package for any reason, you shall immediately: (i) cease accessing and using the Service Package and Platform; and (ii) return or, if instructed by us, destroy or delete all Data Outputs, documentation, and any other proprietary material or information made available to you by or on behalf of qMateria in relation to the terminated Service Package. Termination of the MSA shall be deemed as termination of all active Service Packages. Except as otherwise set out in the MSA, you must pay to us all fees due at the time of termination and all fees paid by you to us are non-refundable. In case of termination for cause by you in accordance with Section F.7.b), we will refund a reasonable portion of any prepaid amounts for the applicable Service Package for the remaining Engagement Term. Any terms and conditions of the MSA which by their nature should survive termination or expiry shall survive and continue in full force and effect.
4. Post-Termination Phase. After termination of a Service Package, we will remove Your Content that is associated with such Service Package from our Platform within a reasonable period, unless otherwise agreed in writing or required by law. Upon your written request made within 30 days following the termination date, we will use reasonable endeavours to assist you in exporting Your Content from the Platform. You acknowledge that some of Your Content may be retained by us as part of our disaster recovery backup until deletion of such files in accordance with our data retention policies. qMateria accepts no liability for any consequences arising from the removal or deletion of Your Content following termination.

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8. Confidentiality and Compelled Disclosure.

1. Confidentiality Obligations. Each Party shall treat Confidential Information disclosed by the other Party or its Affiliates as confidential, only use it for the implementation of or as otherwise permitted by this MSA, and not disclose such Confidential Information to anyone except to those Users, employees, Affiliates, business partners, and advisors who are bound to appropriate confidentiality obligations and who need to know that information for the implementation of the MSA or who are otherwise permitted by the MSA to use this information.
2. Compelled Disclosure and AI LLM Processing. We will not disclose Confidential Information and/or any of Your Content to any Third Party except (i) as instructed by you, (ii) as permitted in this MSA, or (iii) as required by laws or governmental order.
   
   For the avoidance of doubt, where Your Content is submitted to our AI LLM processing systems as part of the Service Package, only the specific structural and material data parameters required for model interrogation and data quality assessment are parsed and processed. All personal data, project identifiers, company names, individual names, and any other information capable of identifying the Receiving Party, their clients, or their project are stripped from the data prior to AI LLM processing. qMateria does not submit identifiable project or personal information to any AI LLM system.
   
   Equally, where Your Content is reviewed and processed by qMateria's subject matter expert team, all documentation, drawings, reports, and schedules handled by our expert team are anonymised prior to review — removing all names, company identifiers, and personal data — to ensure that the expert assessment is conducted objectively and without bias. The Receiving Party consents to this anonymisation process as a condition of the Service Package.
   
   Should any Third Party, including governmental bodies, contact us with a request to disclose Confidential Information or any of Your Content, we will redirect such Third Party to request that data directly from you and may provide your basic contact information unless we are prohibited from doing so by law or governmental order. If we are compelled to disclose Confidential Information or any of Your Content to any Third Party, we will promptly notify you and provide a copy of the request unless we are prohibited from doing so by law or governmental order.

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9. Export Control and Sanctions Compliance.

1. Export and Sanctions Laws. You agree to comply with all applicable sanctions (including embargoes) and export control laws and regulations including those of the United Kingdom, the European Union, and the United States of America (collectively Export and Sanctions Laws).
2. Your Obligations. You are obliged: (i) to deny and prevent access to the Service Package from any location prohibited by or subject to sanctions or licence requirements according to Export and Sanctions Laws; (ii) to continuously check any of your customers and any Users against applicable sanctioned party lists; (iii) not to grant access to the Service Package to any individual or entity designated on any such lists; and (iv) to ensure that Your Content is non-controlled under applicable Export and Sanctions Laws.
3. Right to Withhold Performance. We shall not be obligated to perform under this MSA if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements, any embargoes, or other sanctions. You further acknowledge that we may be obliged under Export and Sanctions Laws to limit or suspend access by you and/or your Users to the Service Package.

10. Limitations for Trial Access and Standard Tier.

1. Trial Access. qMateria offers a one-time trial for new Company Account registrations. The trial consists of a single, complimentary data processing run of one 3D model version upload, carried out on one project only, for the purpose of allowing the Receiving Party to assess the Service Package against their own quantification data. This trial is strictly limited to one model version per Company Account and is non-transferable. No further free processing runs are available under any circumstances. The trial does not include human-led expert validation, subject matter expert commentary, or any Premium Tier features.
2. Standard Tier — Paid Access. Following the trial, all subsequent model version processing runs under the Standard Tier are subject to a paid Order. The applicable fees are determined by the scope set out in the Order, including the number of permitted model version processing runs, the model file size, and the AI LLM computation resources required to process Your Content. Access and processing runs are controlled on a per-Company Account basis and are strictly limited to the number of runs agreed in the Order. Any processing runs exceeding the agreed scope will be charged at the then-current rate as notified to you in writing.
3. No Liability for Trial or Standard Tier. qMateria accepts no liability whatsoever in connection with the trial or Standard Tier access, including but not limited to any reliance placed by the Receiving Party on Data Outputs produced during the trial or under the Standard Tier. Trial and Standard Tier Data Outputs are provided without human-led expert validation and are to be treated as indicative only. The Receiving Party must not incorporate trial or Standard Tier Data Outputs into professional cost plans, procurement decisions, or any client-facing deliverables without independent verification by appropriately qualified professionals. No compensation, refund, or remedy of any kind is available in connection with the trial or Standard Tier access beyond what is expressly set out in this MSA.
4. Change, Limitation, Suspension. We may change, limit, or discontinue the trial or Standard Tier access in our sole discretion. Your Content associated with a trial or Standard Tier Account may be deleted after a reasonable grace period following the expiration or discontinuation of access. We will notify you of such grace period in advance where reasonably practicable. qMateria accepts no liability for any consequences arising from the modification, suspension, or discontinuation of trial or Standard Tier access.

1. Subcontractors. To support the delivery of the Service Package, we may use personnel and resources in various locations, including subcontractors and specialist subject matter experts. Where subcontractors are engaged to deliver any element of the Service Package, qMateria remains responsible for ensuring that such subcontractors are bound by appropriate confidentiality and data protection obligations consistent with this MSA. The use of subcontractors does not affect qMateria's obligations to you under this MSA.

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2. Transfers and Assignments. You may not transfer or assign this MSA or your access rights to any other person in any manner (by assignment, operation of law, or otherwise) unless you have obtained prior written consent from us. If you attempt to transfer or assign any of your access rights without our consent, the transfer or assignment will be ineffective, null, and void and you will be in material breach of this MSA. qMateria may transfer or assign this MSA or any of its rights and obligations hereunder to any Affiliate or in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided written notice is given to you.

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3. Set-off, Retention. You may only set off claims or assert a right of retention with regard to claims that are uncontested by us, are ready for decision, or have been confirmed by final court judgment. For the avoidance of doubt, you may not withhold or set off any fees due under an Order on the basis of a disputed claim relating to Data Outputs or the Service Package.

4. Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

5. Force Majeure. Neither Party shall be liable for any failure or delay in its performance under this MSA due to any cause beyond its reasonable control, including earthquake, fire, flood, embargo, riot, sabotage, attacks on IT systems by Third Parties (including hacker attacks), labour shortage or dispute, acts or omissions of civil or military authorities, war, terrorism, pandemic, or failure of third party AI LLM infrastructure or cloud services beyond qMateria's reasonable control. qMateria accepts no liability for any consequences arising from a force majeure event affecting the availability or performance of the Service Package, including any impact on the Receiving Party's project programme, cost plans, or professional obligations.

6. Dispute Resolution. All disputes arising out of or in connection with this MSA, including the formation, interpretation, amendment, breach, or termination thereof, shall be finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with such rules. The seat of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. Any orders for the production or disclosure of documents shall be limited to the documents on which each Party specifically relies in its submission. Nothing in this Section G.6 shall restrict the right of the Parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction.

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7. Applicable Law. This MSA shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply. Any disputes not resolved under Section G.6 shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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8. Changes to the MSA. The terms of the MSA published at the date of an Order shall apply until the end of the Engagement Term for the Service Package agreed in such Order. Any change to the MSA will only apply from the beginning of a new Engagement Term as set out in a new or replacement Order, unless a change during a current Engagement Term is required as a result of a change in applicable laws or is expressly permitted in an Order. Should a change during an Engagement Term have a material adverse effect on your rights, obligations, or use of the Service Package, you may terminate the affected Service Package within 30 days following our notice of such change. In case of such termination, we will refund any prepaid amounts for the applicable Service Package on a pro-rata basis for the remaining Engagement Term.

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9. Notices. We may provide notice to you under this MSA by: (i) posting a notice on your Account dashboard, or (ii) sending a message to the email address provided to us as part of the ordering process for an Order or then associated with your Account. It is your responsibility to regularly visit your Account and to keep your email address up to date. If you do not comply with such obligation or if your receipt of a notice fails because of technical issues related to equipment or services under your or your subcontractors' control, notices shall be deemed to have been provided to you 2 days following the date of such notice. Notices to qMateria shall be sent to admin@qmateria.io and in writing to qMateria Ltd, Millennium Business Centre, 3 Humber Road, London, England, NW2 6DW. Notwithstanding the foregoing, notices of claims or notices regarding disputes shall always be sent by recorded postal mail to the registered address above and by email to admin@qmateria.io simultaneously.

10. Data Privacy. Each Party shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance under this MSA, including but not limited to the UK GDPR and the Data Protection Act 2018. Where qMateria acts as your data processor in relation to any personal data contained within Your Content, our Data Processing Agreement (DPA) applies to our processing activities. For the avoidance of doubt, qMateria anonymises all project and personal identifiers prior to AI LLM processing and prior to subject matter expert review, as set out in Section F.8.b). The Receiving Party confirms that they have all necessary rights, consents, and permissions to submit Your Content to qMateria for processing under this MSA.

11. Validity and Enforceability. If any provision of this MSA is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law. In particular, if any liability exclusion or limitation clause is held to be invalid or unenforceable in whole or in part, the remaining liability exclusions and limitations shall continue to apply to the fullest extent permitted by law.

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12. Publicity. Except as may be required by applicable law, neither Party shall issue a press release in connection with the subject matter of this MSA without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Parties shall have the limited right to disclose the terms of this MSA to their bona fide financial, tax, and legal advisors subject to appropriate confidentiality obligations. qMateria may request your consent to reference your organisation as a client in its marketing materials, website, and social media channels — such consent shall not be unreasonably withheld but is not assumed by virtue of entering into this MSA.

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13. Entire Agreement. This MSA constitutes the full and complete statement of the terms agreed between the Parties with respect to its subject matter and supersedes any previous or contemporaneous agreements, understandings, or communications, whether written or verbal, relating to its subject matter. The reference to a document that refers to another document shall be deemed to also include such other document, unless otherwise stated therein. Subject to Section G.7, this MSA may not be varied other than in writing, executed by the duly authorised representatives of both Parties or via an online mechanism if so provided explicitly for such purpose by us. No other terms and conditions shall apply.

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14. Independent Contractors. For all purposes, the Parties will be deemed to be independent contractors, and nothing contained in this MSA will be deemed to constitute a joint venture, partnership, employer-employee relationship, or other agency relationship. Neither Party is, nor will either Party hold itself out to be, vested with any power or right to contractually bind or act on behalf of the other Party. For the avoidance of doubt, qMateria's subject matter experts are engaged as independent professional contractors and their outputs under this MSA do not constitute employment, agency, or partnership with the Receiving Party or any member of the Receiving Party's Design Team.

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15. References. Subject to Section G.12, we may request your consent to include your name and logo and refer to you as a qMateria client in our website, social media channels, and marketing materials. We will always seek your prior written approval before using your name or logo in any public-facing context. You may withdraw such consent at any time by written notice to us, following which we will remove any reference to your organisation within a reasonable period

1. Account means one or more web-based accounts, individually or collectively, enabling access to and use of the Service Package and Data Outputs provided on the qMateria Platform through a unique URL (i.e. web address) assigned by us, including any sub-accounts established under the Account by the Company Account holder.

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2. Affiliate shall mean a corporation or other legal entity, directly or indirectly owned or controlled by or owning or controlling or under common control with one of the Parties, where "control" shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation or other legal entity.

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3. Application shall mean any third-party tool, integration, or data connector that is deployed on or interoperates with the qMateria Platform, including but not limited to BIM authoring tools, IFC export utilities, and any other software used by the Receiving Party to prepare and upload Your Content to the Platform.

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4. Confidential Information shall mean any information a Party (the Disclosing Party) or its Affiliate or representatives make available or otherwise brings to the attention of the other Party (Receiving Party) under or in connection with the MSA and which is — when disclosed — identified as "Confidential" or consists of information that, by its nature or context, is sufficient to put the Receiving Party on notice of its confidential nature. In addition, any information and materials obtained by you in connection with the MSA or your receipt of the Service Package, including the performance and availability of the Service Package, the Platform, information regarding qMateria's business strategies and practices, data processing methodologies, AI model configurations, trade secrets, know-how, pricing, subject matter expert workflows, Data Output structures, and information regarding our employees, clients, vendors, and consultants, are deemed to be qMateria's Confidential Information. Confidential Information does not include information that:

1. is generally available to the public without breach of the MSA and without any wrongdoing;
2. is or becomes available to the Receiving Party from a source other than the Disclosing Party, provided that the Receiving Party has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct;
3. was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party without a corresponding obligation of confidentiality;
4. is independently developed by the recipient without the use of, or reference to, Confidential Information; or
5. has been released by the Disclosing Party for non-confidential use.

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5. Intellectual Property Rights shall mean all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries, including but not limited to all rights subsisting in qMateria's Data Outputs, AI processing methodologies, subject matter expert validation workflows, Platform architecture, and any proprietary data structures or classification frameworks developed by qMateria in the course of delivering the Service Package.

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6. Customisations shall mean parametrisation and amendments to the Data Outputs provided by qMateria, which aims at enabling and/or enhancing your access to validated project data (including the corresponding documentation) agreed upon between the Parties by way of an Order. Customisations are carried out by qMateria's in-house subject matter experts, including Chartered Structural Engineers and BIM Technicians, who manually review, verify, and, where necessary, correct the AI-processed data outputs to ensure accuracy, completeness, and alignment with your project requirements.

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7. Engagement Term shall mean the period for which a Service Package is agreed as specified in the Order, aligned with the project design programme and the relevant RIBA Stages applicable to the engagement.

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8. Order shall mean an order via document, electronic form, or online instrument provided by qMateria for the ordering of Data Outputs and Service Package

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9. Platform shall mean qMateria's proprietary cloud-based platform through which the Data Outputs and Service Package are delivered and accessed. The Platform includes qMateria's operating environment and branded cloud-based solutions that underlie its Service-as-a-Productised-Service offerings, including AI-powered data processing, human-led quality assurance workflows, and the online dashboard through which the Receiving Party accesses their validated project data outputs.

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10. Data Outputs shall mean qMateria's processed and validated data products (including the Data Quality Report, NRM-aligned Quantities Breakdown, and Risk Register) derived from the Receiving Party's uploaded model data, as set out in the respective Order and Specifications. Data Outputs include all AI-processed results, subject matter expert annotations, human-led QA/QC validations, documentation, and any other proprietary material or information made available through the Platform in relation to qMateria's provision of the Service Package.

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11. Service Package shall mean the defined scope of productised services delivered by qMateria, comprising AI-powered model interrogation, human-led data quality assurance, Data Outputs, and subject matter expert validation, in each case as set out in the respective Order and Specifications. Access to the Service Package is granted on a per-company, per-team, or per-project basis as agreed in the Master Services Agreement.

For the avoidance of doubt, qMateria does not alter, amend, or take any design responsibility for the Receiving Party's model data at any point during the engagement. qMateria's role is limited to assessing the supplied data for quality gaps, inconsistencies, and completeness, and surfacing design risks to support the Receiving Party's commercial decision-making. All observations, risk flags, and Data Outputs are based solely on the design information made available to qMateria at the time of processing. Where design information is incomplete, absent, or ambiguous, qMateria's subject matter experts will note the identified gap and, where appropriate, may indicate a reasonable assumption as to the original design intent — however such assumptions carry no design authority and do not constitute professional design advice.

12. Third Party shall mean any person or legal entity other than you or us. Third Party includes your Affiliates.

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13. User shall mean an individual who has been granted access credentials to a qMateria Account, including employees, contractors, and individuals of Third Parties who are authorised by the Account holder to access the Account. Access to an Account includes access to any Data Outputs, Service Package features, and project data associated with that Account.

qMateria supports two levels of Account access:

Company Account — granted to a client organisation, allowing the Account holder to manage and assign access across their internal team members and, where applicable, invite external project stakeholders (such as architects, project managers, or developers) to view and interact with the Data Outputs associated with a specific project engagement.

View-Only Access — a restricted access level that may be granted by the Company Account holder to external parties for the sole purpose of reviewing and visualising processed Data Outputs. View-Only Users may not upload data, modify settings, or interact with the Service Package beyond data visualisation.

For the avoidance of doubt, the Company Account holder is responsible for managing, controlling, and revoking access credentials for all Users under their Account, and remains accountable for ensuring that access is granted only to authorised individuals in accordance with the terms of the Master Services Agreement.

14. Your Content shall mean any information, documentation, model data, drawings, specifications, reports, or files in any format that are uploaded onto, or stored on the qMateria Platform in connection with your or any User's use of the Service Package under your Account, including but not limited to the BIM and IFC model files, structural drawings, engineering reports, and any other project-related data submitted by you for processing as part of a defined engagement.

Your Content excludes the Data Outputs, the Service Package, and the qMateria Platform itself.

For the avoidance of doubt, qMateria does not claim any ownership over Your Content. Your Content remains the intellectual property of the Receiving Party or the respective design team responsible for its authorship at all times. qMateria processes Your Content solely for the purpose of delivering the agreed Service Package and Data Outputs, and will not use Your Content for any purpose beyond the scope of the engagement as defined in the Master Services Agreement.

15. Usage and Processing Report shall mean the automated usage log made available to the Company Account holder within their Account dashboard, documenting: (i) the volume and frequency of AI LLM data processing runs carried out against Your Content during the Engagement Term; (ii) a chronological log of all data processing activity associated with the project, including model uploads, processing events, and Data Output generation; (iii) a record of AI LLM chat interactions associated with the Account, used by qMateria to monitor service quality and improve the accuracy of future Data Outputs; and (iv) a cumulative summary of processing activity that informs the service fee calculation applicable to the engagement, given that LLM processing costs are directly linked to the volume and complexity of data processed on the Receiving Party's behalf.

16. Receiving Party's Design Team shall mean the collective of professional consultants, engineers, architects, and other design disciplines appointed by or on behalf of the Receiving Party to produce, author, and issue the project design information that forms Your Content. This includes, but is not limited to, structural engineers, architects, mechanical and electrical engineers, geotechnical engineers, and any other specialist consultants responsible for the preparation and issue of design drawings, specifications, reports, BIM models, and IFC files submitted to qMateria for processing under the Service Package.

For the avoidance of doubt, the Receiving Party's Design Team operates under separate appointments and contractual obligations to the Receiving Party and is not a party to this MSA. qMateria is not responsible for the professional conduct, output quality, or code-compliance of the Receiving Party's Design Team. The Receiving Party remains solely accountable for ensuring that all design information submitted to qMateria has been prepared, checked, and issued by appropriately qualified members of the Receiving Party's Design Team in accordance with applicable engineering standards, building regulations, and professional codes of practice.

1. Agreement. This agreement (Agreement), together with the data processing agreement (DPA), the technical specifications of the Service Package (Specifications), the conditions for the acceptable use of our Service Package (Acceptable Use Policy), and the Order (collectively the MSA) agreed between qMateria Ltd, Millennium Business Centre, 3 Humber Road, London, England, NW2 6DW (qMateria, We, Us, or Our) and the contracting person or entity (You or Your) together (the Parties) as indicated in the Order, governs the provision of the Service Package and Data Outputs to you, as set out in the Order.

2. Definitions. Capitalised terms used in this MSA shall have the meaning ascribed to them in Section H or elsewhere in this Agreement.

3. Contract Formation. We are only obliged to provide you with the Service Package if we accept your Order for such Service Package. Each Order, upon acceptance by us, shall be binding on the Parties. We can accept your Order expressly in writing, in electronic form, or by our conduct when commencing the provision of the Service Package, which will be deemed acceptance.

4. Out of Scope. Unless otherwise agreed, the Service Package always excludes:

1. the provision of any data processing, validation services, or Data Outputs that are not explicitly included in your Order, including any third-party software or services provided by external parties that interoperate with or can be accessed from the qMateria Platform but fall outside the agreed scope of works;
2. the transmission of Your Content to and from the exit of the wide area network of the data centres used by us to provide the respective Service Package;
3. any hardware or cloud environment intended for the use of the Service Package that is not explicitly agreed to be provided by us. You are responsible for securing and maintaining an internet connection and suitable connectivity to access the Platform and the Service Package at your own expense; and
4. for the avoidance of doubt, all qMateria Data Outputs, reports, schedules, and documentation are issued with a unique project reference number strictly associated with your project, as clearly established in the Order. This project reference number is qMateria's identifier for all outputs produced under the engagement and distinguishes qMateria-issued materials from any documentation, models, drawings, or reports produced by other project consultants or third-party software tools. qMateria accepts no responsibility for outputs or materials that do not carry the agreed project reference number.
   
   

5. Order of Precedence. In the event of a conflict or inconsistency the documents prevail in the following descending order: (i) Order; (ii) the DPA; (iii) the Acceptable Use Policy; and (v) this Agreement. If a document is provided in different languages, the English language version of that document prevails.

1. Use Rights. We grant you the non-exclusive, non-transferable, non-sublicensable, time-limited, and revocable right to access and use the Service Package, Data Outputs, and Customisations (if any) for your internal purposes as an end-user, subject to the limitations set out in the MSA and as set out in the Order accepted by us. Access to the Service Package and Platform is strictly limited to named Users explicitly identified in the Order by full name and designated company email address. No access rights may be extended to any individual not named in the Order without prior written agreement from qMateria. Under no circumstances may access credentials be shared, transferred, or used by any person other than the named User to whom they were issued.

2. Permitted Users. Access to the Platform, Service Package, Data Outputs, and qMateria Confidential Information is restricted solely to named Users as set out in the Order. No Third Party access is permitted unless explicitly agreed in writing via a separate Order amendment. All Users must access the Platform exclusively through their designated company email address as registered on the Account. qMateria reserves the right to suspend or revoke access to any User whose credentials are found to be in use by an unauthorised individual or whose access falls outside the scope of the Order.

3. Restrictions. You shall not (and shall not allow anyone else to):

1. copy or use the Service Package or Data Outputs, in whole or in part, in any manner that is not expressly permitted under the access rights stated above;
2. disassemble, decompile, reverse engineer, or otherwise attempt to derive the underlying algorithms, AI model configurations, data processing methodologies, user interface techniques, or other proprietary ideas embodied in the Platform or the Service Package;
3. tamper with, or attempt to circumvent or disable, any access control mechanism, authentication system, or security feature of the Platform, including any attempt to extend the Engagement Term or obtain unauthorised access to Data Outputs beyond the agreed scope;
4. distribute, share, or otherwise make available any Data Outputs except as expressly permitted by the access rights stated above, or allow anyone other than named Users using access credentials provided by you, by us at your request, to have access to or use the Platform or the Service Package;
5. use the Platform, Service Package, or Data Outputs to develop or enhance any product or service that competes with qMateria's offerings;
6. modify or create a derivative work of any part of the Platform, Service Package, or Data Outputs;
7. disclose the results of any benchmarking of the Platform or Service Package (whether or not the results were obtained with assistance from us) to any third party without our prior written consent;
8. sub-license, assign, or novate the benefit or burden of this agreement in whole or in part; or
9. allow the Platform or Service Package to become the subject of any charge, lien, or encumbrance.
   
   

For the avoidance of doubt, qMateria does not operate a software licence model. Access to the Platform and Service Package is granted on a per-project, per-company, or per-team basis as defined in the Order and the Engagement Term. No perpetual licence rights are granted or implied under this MSA.

We may at any time sub-license, assign, novate, charge, or deal in any other manner with any or all of our rights and obligations under this agreement, provided you have been given written notice.

4. Marking Requirements. You shall not delete or in any manner alter the qMateria project reference number, copyright notices, trademark, or other proprietary notices appearing on the Data Outputs, reports, schedules, or documentation as delivered by us. All Data Outputs carry a unique project reference number as established in the Order and must be reproduced in full on any copies or records retained by you.

5. Free and Open Source Components. Free and open source software components may be incorporated into the Platform (FOSS Components) and are subject to the terms and conditions under which they are provided (FOSS Terms). We will inform you (i) which FOSS Components are included in the Platform, (ii) which copyright notices and FOSS Terms are relevant, and we will provide you with a copy of same via our documentation, and (iii) unless explicitly stated otherwise, we only use FOSS Components under a permissive licence that does not trigger a copyleft effect. Where we use FOSS Components pursuant to this section, we will ensure that their use does not restrict the Specifications for the Service Package. If and to the extent there is a conflict between the FOSS Terms and this MSA, the FOSS Terms will apply in lieu of the terms of this MSA with respect to such FOSS Components.

6. Life Critical Applications. You agree that you are solely responsible if you use the Service Package or Data Outputs in an application in which a failure of the system, or any results from the use of the Service Package, can be reasonably expected to result in personal injury or death (Life Critical Application). Notwithstanding any contrary terms in this MSA, you acknowledge that qMateria shall not assume any liability to you with respect to your use of the Service Package or Data Outputs in any such Life Critical Application.

7. Access by Third Parties; Responsibility for Users. Access to the Platform, Service Package, Data Outputs, and qMateria Confidential Information is strictly limited to named Users as set out in the Order. You and your named Users shall not, under any circumstances, disclose or permit access to the Service Package, Data Outputs, or qMateria Confidential Information to any of our competitors or to any individual not named in the Order. You agree to be responsible for all activities that occur under your Account and any use of the Service Package and Data Outputs by any User, your employees, or any party to whom you facilitate or permit access, and you shall be liable for such use as for your own acts and omissions. This does not apply to the extent damage or a breach is caused by our violation of the MSA. You will ensure that all named Users comply with your obligations required by law and under the MSA. Should you become aware of any violation of your obligations under the MSA, you will immediately terminate the relevant person's access to the Platform, Service Package, and Data Outputs. You acknowledge and agree that your Users who submit declarations, notifications, or orders to us act on your behalf and have the legal authority to bind you.

8. Credentials. You shall:

1. carefully store access credentials and security tokens and protect them from unauthorised access;
2. not gain access to the Platform or Service Package by any means other than through your named Account using credentials issued to the specific named User as set out in the Order;
3. not circumvent or disclose the authentication or security of your Account, the Platform, or any host, network, or account related to the Platform;
4. not use a false identity or the credentials of another person to gain access to the Platform or the Service Package; and
5. ensure that any credentials are used only by the named individual User to whom they were issued. We may change access credentials if we determine in our reasonable discretion that a change is necessary.

9. Obligations When Using the Service Package. You are responsible for ensuring that your use of the Service Package complies with all applicable laws at all times. You shall (i) obtain at your own expense any rights, consents, and permits from vendors of software and services used by you in connection with the Service Package which are necessary for us and our subcontractors to provide the Service Package; and (ii) ensure that Your Content uploaded to the Platform is accurate, complete to the best of your knowledge, and has been prepared and issued by the relevant design team in accordance with the project programme and applicable professional standards. You shall remain responsible for the security of your own systems and on-premises hardware and software.

10. Obligations When Using Third Party Applications. If you use the Platform to access an application which you developed or which is provided to you by a third party (Third Party Application), you acknowledge and agree that: (i) any contractual relationship regarding the use of a Third Party Application and any related services or products is solely between you and the provider of the Third Party Application; (ii) we are under no obligation to test, validate, or otherwise review any Third Party Application; (iii) we do not assume any obligation or responsibility with regard to the use of a Third Party Application, its support, or any other related services or products; and (iv) the use of a Third Party Application may enable its provider to collect and use Your Content and data regarding a User's usage and to transfer copies of Your Content to a third party. We shall not be responsible for any consequences resulting from any access to Your Content or your Users' data through a Third Party Application.

11. Your Content — Liability and Interpretation. You are responsible for the development, content, management, use, and quality of Your Content and the means by which you acquire and share Your Content. This includes:

1. taking steps to maintain legally required or otherwise appropriate security and protection, including backup and archiving, of Your Content unless we have explicitly agreed to such measures as part of our security commitments under Section B.8;
2. any document retention or archiving obligation resulting from applicable law or company policies; and
3. ensuring that Your Content can be used by us and our subcontractors as permitted under the MSA without violating the laws or rights of others.

For the avoidance of doubt, qMateria accepts no liability for the accuracy, completeness, or fitness for purpose of Your Content as uploaded to the Platform. The quality and reliability of Data Outputs is directly dependent on the quality and completeness of Your Content. qMateria's role is limited to assessing and processing the data made available to us at the time of engagement. Any interpretation, application, or reliance upon Data Outputs in connection with cost plans, design decisions, procurement, or any other commercial or professional purpose is solely your responsibility. qMateria does not verify the design intent of the authoring party and accepts no responsibility for design gaps, omissions, or errors originating in Your Content.

We will not delete any of Your Content during the Engagement Term unless such deletion is required by a governmental body, to avoid or limit the liability of qMateria or any Third Party, or to protect the security of our systems.

12. Information Obligations. You will provide information or other materials related to Your Content that we reasonably request to verify your compliance with this MSA. If you become aware of any of the following actual or potential events you shall promptly provide us with reasonable information and assistance regarding their mitigation and resolution:

1. unauthorised use of your Account;
2. loss or theft of your Account credentials;
3. circumstances or incidents affecting the security of the Platform or the Service Package; or
4. measures by authorities or court decisions specifically relating to your use of the Service Package which may affect the Platform or the Service Package.
   
   

13. Cooperation Obligations.

1. General cooperation obligation. You will at all times reasonably cooperate with us to the extent reasonably necessary to provide you with the Service Package.
2. System requirements. You acknowledge and agree that your use of the Platform and Service Package is subject to the fulfilment of the system requirements set out in the Specification (if any), which qMateria may reasonably update from time to time, for example if required for security reasons, by law, or to ensure the proper functioning of the Platform and the Service Package.
3. Cooperation Obligations for Implementation Services. If the implementation of the qMateria Platform into your organisation's IT infrastructure is explicitly agreed via an Order, you acknowledge and agree that you will: aa) secure and provide to us, our Affiliates, business partners, and subcontractors all rights, licences, and authorisations required to access and use Your Content and resources as necessary to enable us to perform all activities required to provide the Service Package in accordance with the MSA; bb) remain responsible for your Users' compliance with the MSA; cc) use reasonable endeavours to prevent unauthorised access to or use of the Platform and the Service Package, and notify us promptly of any such unauthorised access or use; dd) use the Platform and the Service Package only in accordance with the MSA and applicable laws and government regulations; ee) as between the Parties, remain responsible for your Applications and comply with any technical requirements provided by us to allow integration and interoperability, and ensure non-interference, of your Applications with the Platform and the Service Package.
4. Identity Service Provider. You may use an identity provider system that manages identity information and provides authentication services on your behalf (Customer's IDP) to access the Platform and the Service Package, and if you so choose to do so: (i) you will be solely responsible and liable for the policies and performance of the Customer's IDP and its compliance with the requirements of applicable law, as well as for the implementation of sufficient information security safeguards to protect against unauthorised access; (ii) you acknowledge that we have no control over the Customer's IDP and are not responsible for its operation or your use thereof; (iii) you will remain solely responsible for revoking the access of any individuals who are or were Users and whose access to the Service Package should be revoked; (iv) you hereby waive any legal or equitable rights or remedies regarding the foregoing; and (v) we disclaim any and all liability arising out of the Customer's IDP, which you may elect to implement at your own risk.

14. Limited Reliance. You acknowledge and agree that the Data Outputs produced through the processing of Your Content via the Platform are based solely on the design information made available to qMateria at the time of processing. The interpretation, application, and reliance upon any Data Outputs — including their incorporation into cost plans, risk registers, procurement decisions, or any other professional or commercial purpose — is entirely your responsibility.

qMateria's subject matter experts apply sound engineering judgement in the assessment and interpretation of Your Content. However, qMateria can only process, assess, and interpret the design information that is explicitly provided to us. We cannot be held responsible for design gaps, omissions, inconsistencies, or errors that are not visible or identifiable from the information supplied. In plain terms, we do not know what we have not been shown.

The reliability and completeness of Data Outputs is directly and proportionally dependent on the quality, completeness, and code-compliance of the design information provided by your design team. It is the sole responsibility of the Receiving Party and their appointed design team members to ensure that all design information submitted to qMateria is complete, internally consistent, and compliant with applicable engineering standards and building regulations at the time of upload. Where design information is incomplete, ambiguous, or inconsistent, qMateria's subject matter experts will identify and flag the gap to the best of their ability using engineering judgement, but any assumptions made in that context carry no design authority and do not constitute professional design advice.

qMateria does not warrant that Data Outputs will be free from limitations arising directly from the completeness, accuracy, or code-compliance of Your Content. You are solely responsible for any decisions made on the basis of Data Outputs, and qMateria accepts no liability for the consequences of any such decisions where those consequences arise from deficiencies in the design information originally provided to us.

1. Rights in Your Content. We will not acquire any rights, title, or interest in or to Your Content, except as granted under this MSA. Your Content remains the intellectual property of the Receiving Party or the Receiving Party's Design Team responsible for its authorship at all times.

In any event, we, our business partners, and subcontractors have the right to access, process, and use Your Content to the extent required for the sole purpose of providing the Service Package and Data Outputs to you. This includes the right to submit Your Content to our AI LLM processing systems and third party AI infrastructure partners as necessary to interrogate, classify, and validate the data contained within Your Content.

For the avoidance of doubt, by entering into this MSA and submitting Your Content to the Platform, you explicitly consent to qMateria processing Your Content using AI large language model technology (AI LLM Processing) as the core technological backbone of our Service Package. You acknowledge and agree that without this consent, qMateria is unable to provide the Service Package or produce any Data Outputs. If you do not consent to AI LLM Processing of Your Content, you must notify qMateria in writing prior to submitting any data to the Platform, in which case qMateria reserves the right to suspend or terminate the engagement in accordance with the terms of the MSA.

2. Rights in the Service Package and Platform. qMateria, our business partners, and licensors own all rights in the Platform, the Service Package, and the Data Outputs, and all Intellectual Property Rights in or to the foregoing shall remain wholly vested in qMateria, our business partners, and/or licensors. Your only rights in the Platform and the Service Package are the rights expressly granted in this MSA and an Order — all other rights are reserved by us.

Our licensors are third-party beneficiaries of, and thus may enforce against you, the access restrictions and confidentiality obligations set out in this MSA with respect to their Intellectual Property Rights and proprietary information. qMateria, our business partners, and/or licensors own all rights, title, and interest in and to the Platform, the Service Package, the Data Outputs, and our AI processing methodologies, including any know-how and any part and improvement thereof, whether developed independently or informed by the delivery of engagements under this MSA.

For the avoidance of doubt, no rights in qMateria's AI model configurations, data processing methodologies, subject matter expert workflows, or proprietary classification frameworks are transferred to the Receiving Party under this MSA or any Order. The Receiving Party receives access to Data Outputs only, not to the underlying technology or methodologies used to produce them.

3. Feedback. You grant us a worldwide, perpetual, irrevocable, unlimited, transferable, sub-licensable, fully paid, royalty-free licence to use any suggestion, recommendation, feature request, or other feedback provided by you or on your behalf related to the Service Package and/or the Platform. Such feedback may be used by qMateria to improve the Service Package, the Platform, and our underlying AI processing methodologies without any obligation of compensation or attribution to you. Any feedback provided shall not be considered Confidential Information unless explicitly agreed otherwise in writing.

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4. AI LLM Processing Consent and Acknowledgemen. You acknowledge and agree that:

1. the Service Package is underpinned by commercial AI large language model technology operated by qMateria and its technology partners, and that Your Content will be processed by these systems as part of every engagement;
2. qMateria selects and may update its AI LLM technology partners from time to time in order to maintain and improve service quality, and will notify you of any material changes to the AI processing infrastructure where such changes may affect the handling of Your Content;
3. qMateria takes all reasonable steps to ensure that AI LLM processing of Your Content is carried out within secure, UK GDPR-compliant infrastructure hosted on Microsoft Azure UK datacenters, and that Your Content is not used by any AI LLM provider to train their general models without your explicit prior consent;
4. the AI LLM Processing of Your Content is a prerequisite and condition of the Service Package — by submitting Your Content to the Platform you are confirming your consent to this processing; and
5. all AI-processed Data Outputs are subject to human-led quality assurance review by qMateria's subject matter experts prior to delivery, in accordance with the applicable service tier as set out in the Order and the Specifications.

1. General. You agree to pay all applicable fees as specified in the Order. The fees applicable to your engagement are determined by the Service Package tier selected, the scope of works as defined in the Order, and the volume of AI LLM processing activity carried out on Your Content during the Engagement Term as recorded in the Usage and Processing Report. For any use or processing activity exceeding the agreed scope or authorisations set out in the Order, the fees will be charged at the then-current price as notified to you in writing.

For the avoidance of doubt, qMateria does not operate a software licence model. All fees are structured as service fees for the delivery of a defined Service Package as set out in the Order. Fee structures reflect the professional service and technology delivery nature of the engagement and are aligned with consultancy procurement norms rather than software subscription pricing.

Any change to our fees will only apply from the beginning of a new or renewed Engagement Term as set out in a revised or replacement Order. Unless otherwise provided in the applicable Order, fees are due upon receipt of the invoice and payable within 30 days of the invoice date using one of the payment methods we support, at no extra cost to us and without any deduction. Any overdue payment shall accrue interest at the higher of (i) the rate of 2% per annum above the Bank of England base rate from time to time in force, calculated on a daily basis from the due date until the date of actual payment, or (ii) the rate of 2% per month, or (iii) the highest rate legally permitted — whichever is the greater.

2. Taxes.All prices and payments relating to the Service Package and Data Outputs are exclusive of any applicable taxes, customs and import duties, levies, and charges of any kind whatsoever. Any such taxes, customs and import duties, levies, and charges that may be imposed on or paid by us shall be borne or reimbursed by you. You shall pay any stamp duties or similar transfer taxes imposed on the supplies made under the MSA and shall reimburse us for any such stamp duties or similar transfer taxes paid by us. Any sums to be paid to us shall be net of any applicable taxes, duties, and levies that might be levied or withheld on payments made by you to us. Should any such taxes, duties, or levies be levied or withheld by you on payments due to us, then you shall gross up the net payments to us by such an amount as is necessary to ensure that we receive a net amount equal to the full amount set out in the Order. In any case, you are obligated to provide us promptly with the official tax receipt which confirms the tax payment on our behalf.

1. Limited Warranties. We warrant that the Service Package will be provided as set forth in Section B.1. If the Service Package fails to perform as warranted hereunder, to the extent permissible under applicable law, our sole obligation and your exclusive remedy will be (i) to use reasonable endeavours to restore the non-conforming element of the Service Package so that it conforms to the warranty, or (ii) if such restoration would not be commercially reasonable, to terminate the non-conforming element of the Service Package and refund any prepaid amounts for such element on a pro-rata basis for the remaining Engagement Term. For the avoidance of doubt, this warranty applies solely to the delivery mechanism and availability of the Service Package and does not extend to the accuracy, completeness, or fitness for purpose of Data Outputs where such limitations arise from deficiencies in Your Content or the Receiving Party's Design Team's information.

2. Limitations. Except for the limited warranties set forth above, the service package and all data outputs are provided on an "as is" and "as available" basis without representations or warranties of any kind or nature, whether express, implied, statutory or otherwise.

To the maximum extent permitted by applicable law, Qmateria, our contractors, affiliates, and business partners and their respective licensors specifically disclaim, to the maximum extent permitted under applicable law, all implied warranties of merchantability, fitness for a particular purpose, title, or arising from a course of dealing, usage or trade practice.

Without limiting the foregoing, we do not warrant that the service package and/or data outputs will be fail-safe, fault-tolerant, uninterrupted, error free, or free of harmful components, or that any content, including your content, will be secure or not otherwise lost or damaged. This section does not apply to the extent prohibited by applicable law.

3. No Obligation to Defend or Indemnify. For the avoidance of doubt, qMateria does not accept any obligation to defend, indemnify, or hold harmless the Receiving Party or any User from or against any claims, damages, liabilities, losses, costs, or expenses of any kind arising from or in connection with the Receiving Party's use, interpretation, or application of the Service Package or Data Outputs in their professional work, cost plans, procurement decisions, or any other commercial or professional purpose.

The Receiving Party is solely and exclusively responsible for:

1. all decisions made on the basis of Data Outputs, including their incorporation into cost plans, risk registers, tender documentation, procurement advice, or client-facing deliverables;
2. any claims made against the Receiving Party by their clients, employers, or any Third Party arising from the Receiving Party's professional reliance on or use of Data Outputs;
3. any professional liability arising from the Receiving Party's interpretation or application of Data Outputs in the context of their own professional obligations and duties of care; and
4. ensuring that Data Outputs are reviewed, validated, and applied by appropriately qualified professionals within the Receiving Party's organisation before being relied upon for any professional or commercial purpose.
   
   

For the avoidance of doubt, qMateria does not operate a software licence model. Access to the Platform and Service Package is granted on a per-project, per-company, or per-team basis as defined in the Order and the Engagement Term. No perpetual licence rights are granted or implied under this MSA.

qMateria's subject matter experts provide engineering-informed observations and risk flags based solely on the design information made available to us. These observations do not constitute professional design advice, structural engineering certification, or any other form of regulated professional opinion. The Receiving Party must not represent qMateria's Data Outputs as constituting professional engineering certification or design approval of any kind.

4. Indemnity by You.You will, at our option, indemnify us, our Affiliates, our suppliers and subcontractors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from or in connection with: (i) Your Content; (ii) any breach or violation of laws or rights of others by your use of the Service Package; (iii) any breach by you of this MSA; (iv) the operation, combination, or use of the Service Package in conjunction with any of Your Content and/or in conjunction with any third party software, materials, or services; (v) any adjustment or configuration of the Service Package made by you or a Third Party to which you facilitate or permit access, including Users; (vi) qMateria's compliance with designs, plans, specifications, or data provided to us by you or on your behalf; (vii) any incorrect statements contained in information or material which you use or provide to us; (viii) any claims by any User or any Third Party to which you facilitate or permit access to the Service Package or Data Outputs; (ix) the use of your trademarks, designations, and logos as authorised by you; (x) your use of our trademarks, designations, and logos in breach of the authorisation granted to you; (xi) any professional liability claim arising from your interpretation or application of Data Outputs in your professional work; and (xii) any use of the Service Package or Data Outputs in connection with a Life Critical Application.

5. Limitation of Liability.

1. Limitation. To the maximum extent permitted by applicable law, qMateria's entire liability for all claims, damages, and indemnities arising out of or related to this MSA, regardless of the form of action, whether in contract, tort, or otherwise, will not exceed, in the aggregate, the fees paid to us by you during the 6 months preceding the date on which the claim arose for the specific Service Package giving rise to the claim. All dates supplied by us for the delivery of the Service Package shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
   
   For the avoidance of doubt, qMateria does not accept any liability for: (i) the professional consequences of the Receiving Party's reliance on Data Outputs; (ii) any cost overruns, programme delays, procurement decisions, or client disputes arising from the use of Data Outputs; (iii) any losses arising from deficiencies in Your Content or the Receiving Party's Design Team's information; or (iv) any losses arising from the Receiving Party's failure to apply appropriate professional judgement when using Data Outputs.
2. Disclaimer. In no event will qMateria be liable for any amounts for loss of production, interruption of operations, contractual claims against you by any Third Party, damage to property, loss or corruption of Your Content or other data, loss of use, loss of interest, income, profit or savings, costs associated with data recovery or re-creation, or indirect, incidental, consequential, exemplary, punitive, or special damages, even if we have been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed.
3. Limitation on Claims. Any claims against us shall be brought no later than 12 months after the event giving rise to the respective claim. Thereafter all claims arising out of that event against us shall be barred.
4. Scope of Limitations and Exclusions. The limitation and exclusion in this Section F.5 shall not apply: (i) to the extent that liability cannot be limited or excluded according to applicable law; in cases of wilful misconduct and gross negligence; (ii) in cases of bodily injuries or death caused by our negligence; (iii) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (iv) in cases of fraud or fraudulent misrepresentation. In cases of gross negligence, liability is limited to the amount of foreseeable loss that would have been prevented through the exercise of due care.
5. Beneficiaries. Any limitations and exclusions of liability shall also apply to the benefit of any employees, officers, directors, representatives, suppliers, subcontractors, and any person used by us in performing any of our obligations.
   
   

6.Temporary Suspension.

1. Our Right to Suspend. We may suspend or limit Users' right to access and use the Service Package, or any portion thereof, immediately if we reasonably determine that: (i) there is a material breach of your obligations under this MSA; (ii) there is a security incident or threat to the security of our Platform or systems in connection with your access; (iii) fees due under the Order remain unpaid beyond the payment terms set out in Section E; or (iv) such suspension or limitation is required by law, a court decision, or a request from a governmental body.
   
   For the avoidance of doubt, qMateria accepts no liability whatsoever for any consequences arising from a suspension of the Service Package, including but not limited to any impact on the Receiving Party's cost plans, project programme, professional obligations, or client relationships. The Receiving Party is responsible for maintaining their own independent records and ensuring that their professional obligations are not solely dependent on continued access to the Service Package.
2. Effect of Temporary Suspension. Your obligation to pay fees remains unaffected by any suspension. If you can reasonably remedy the cause of the suspension, we will notify you of the actions required to reinstate access to the Service Package. The suspension will be lifted as soon as the reason for such suspension or limitation no longer exists. Our right to terminate pursuant to Section F.7 and all other rights and remedies we may have remain unaffected.
   
   

7. Terminations.

1. Termination for Convenience. The initial Engagement Term for each Service Package shall be as specified in the applicable Order. Unless otherwise specified in the Order, upon expiration of the initial Engagement Term, the applicable Service Package shall not automatically renew unless both Parties expressly agree in writing to a new Order for a further Engagement Term. Either Party may elect not to renew a Service Package by providing written notice to the other Party at any time prior to the end of the then-current Engagement Term, unless a different notice period is specified in the applicable Order. The Service Package may not be terminated for convenience during the initial Engagement Term without the payment of all fees due for the remainder of that Engagement Term.
   
   For the avoidance of doubt, qMateria does not operate a subscription or rolling licence model. Each Engagement Term is project-specific and time-bound as defined in the Order. The Receiving Party acknowledges that qMateria incurs real costs in providing the Service Package — including AI LLM processing costs and subject matter expert time — and that early termination does not entitle the Receiving Party to a refund of fees already incurred or proportionate to work already commenced.
2. Termination for Cause. Either Party may terminate a Service Package for cause in the event of the other Party's material breach if such breach is not remedied within 30 days of receipt of written notice specifying the breach. Events that entitle qMateria to terminate for cause include: (i) acts or omissions that entitle us to a suspension pursuant to Section F.6 that remain uncured for a continuous period of 60 days; (ii) our obligation to comply with laws or requests of a governmental body; (iii) a change in control of you or your Affiliates that, in our reasonable opinion, adversely affects our position, rights, or interests; and (iv) your ceasing to operate in the ordinary course, making an assignment for the benefit of creditors, or becoming the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding.
3. Effect of Termination. On termination of a Service Package for any reason, you shall immediately: (i) cease accessing and using the Service Package and Platform; and (ii) return or, if instructed by us, destroy or delete all Data Outputs, documentation, and any other proprietary material or information made available to you by or on behalf of qMateria in relation to the terminated Service Package. Termination of the MSA shall be deemed as termination of all active Service Packages. Except as otherwise set out in the MSA, you must pay to us all fees due at the time of termination and all fees paid by you to us are non-refundable. In case of termination for cause by you in accordance with Section F.7.b), we will refund a reasonable portion of any prepaid amounts for the applicable Service Package for the remaining Engagement Term. Any terms and conditions of the MSA which by their nature should survive termination or expiry shall survive and continue in full force and effect.
4. Post-Termination Phase. After termination of a Service Package, we will remove Your Content that is associated with such Service Package from our Platform within a reasonable period, unless otherwise agreed in writing or required by law. Upon your written request made within 30 days following the termination date, we will use reasonable endeavours to assist you in exporting Your Content from the Platform. You acknowledge that some of Your Content may be retained by us as part of our disaster recovery backup until deletion of such files in accordance with our data retention policies. qMateria accepts no liability for any consequences arising from the removal or deletion of Your Content following termination.

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8. Confidentiality and Compelled Disclosure.

1. Confidentiality Obligations. Each Party shall treat Confidential Information disclosed by the other Party or its Affiliates as confidential, only use it for the implementation of or as otherwise permitted by this MSA, and not disclose such Confidential Information to anyone except to those Users, employees, Affiliates, business partners, and advisors who are bound to appropriate confidentiality obligations and who need to know that information for the implementation of the MSA or who are otherwise permitted by the MSA to use this information.
2. Compelled Disclosure and AI LLM Processing. We will not disclose Confidential Information and/or any of Your Content to any Third Party except (i) as instructed by you, (ii) as permitted in this MSA, or (iii) as required by laws or governmental order.
   
   For the avoidance of doubt, where Your Content is submitted to our AI LLM processing systems as part of the Service Package, only the specific structural and material data parameters required for model interrogation and data quality assessment are parsed and processed. All personal data, project identifiers, company names, individual names, and any other information capable of identifying the Receiving Party, their clients, or their project are stripped from the data prior to AI LLM processing. qMateria does not submit identifiable project or personal information to any AI LLM system.
   
   Equally, where Your Content is reviewed and processed by qMateria's subject matter expert team, all documentation, drawings, reports, and schedules handled by our expert team are anonymised prior to review — removing all names, company identifiers, and personal data — to ensure that the expert assessment is conducted objectively and without bias. The Receiving Party consents to this anonymisation process as a condition of the Service Package.
   
   Should any Third Party, including governmental bodies, contact us with a request to disclose Confidential Information or any of Your Content, we will redirect such Third Party to request that data directly from you and may provide your basic contact information unless we are prohibited from doing so by law or governmental order. If we are compelled to disclose Confidential Information or any of Your Content to any Third Party, we will promptly notify you and provide a copy of the request unless we are prohibited from doing so by law or governmental order.

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9. Export Control and Sanctions Compliance.

1. Export and Sanctions Laws. You agree to comply with all applicable sanctions (including embargoes) and export control laws and regulations including those of the United Kingdom, the European Union, and the United States of America (collectively Export and Sanctions Laws).
2. Your Obligations. You are obliged: (i) to deny and prevent access to the Service Package from any location prohibited by or subject to sanctions or licence requirements according to Export and Sanctions Laws; (ii) to continuously check any of your customers and any Users against applicable sanctioned party lists; (iii) not to grant access to the Service Package to any individual or entity designated on any such lists; and (iv) to ensure that Your Content is non-controlled under applicable Export and Sanctions Laws.
3. Right to Withhold Performance. We shall not be obligated to perform under this MSA if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements, any embargoes, or other sanctions. You further acknowledge that we may be obliged under Export and Sanctions Laws to limit or suspend access by you and/or your Users to the Service Package.

10. Limitations for Trial Access and Standard Tier.

1. Trial Access. qMateria offers a one-time trial for new Company Account registrations. The trial consists of a single, complimentary data processing run of one 3D model version upload, carried out on one project only, for the purpose of allowing the Receiving Party to assess the Service Package against their own quantification data. This trial is strictly limited to one model version per Company Account and is non-transferable. No further free processing runs are available under any circumstances. The trial does not include human-led expert validation, subject matter expert commentary, or any Premium Tier features.
2. Standard Tier — Paid Access. Following the trial, all subsequent model version processing runs under the Standard Tier are subject to a paid Order. The applicable fees are determined by the scope set out in the Order, including the number of permitted model version processing runs, the model file size, and the AI LLM computation resources required to process Your Content. Access and processing runs are controlled on a per-Company Account basis and are strictly limited to the number of runs agreed in the Order. Any processing runs exceeding the agreed scope will be charged at the then-current rate as notified to you in writing.
3. No Liability for Trial or Standard Tier. qMateria accepts no liability whatsoever in connection with the trial or Standard Tier access, including but not limited to any reliance placed by the Receiving Party on Data Outputs produced during the trial or under the Standard Tier. Trial and Standard Tier Data Outputs are provided without human-led expert validation and are to be treated as indicative only. The Receiving Party must not incorporate trial or Standard Tier Data Outputs into professional cost plans, procurement decisions, or any client-facing deliverables without independent verification by appropriately qualified professionals. No compensation, refund, or remedy of any kind is available in connection with the trial or Standard Tier access beyond what is expressly set out in this MSA.
4. Change, Limitation, Suspension. We may change, limit, or discontinue the trial or Standard Tier access in our sole discretion. Your Content associated with a trial or Standard Tier Account may be deleted after a reasonable grace period following the expiration or discontinuation of access. We will notify you of such grace period in advance where reasonably practicable. qMateria accepts no liability for any consequences arising from the modification, suspension, or discontinuation of trial or Standard Tier access.

1. Subcontractors. To support the delivery of the Service Package, we may use personnel and resources in various locations, including subcontractors and specialist subject matter experts. Where subcontractors are engaged to deliver any element of the Service Package, qMateria remains responsible for ensuring that such subcontractors are bound by appropriate confidentiality and data protection obligations consistent with this MSA. The use of subcontractors does not affect qMateria's obligations to you under this MSA.

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2. Transfers and Assignments. You may not transfer or assign this MSA or your access rights to any other person in any manner (by assignment, operation of law, or otherwise) unless you have obtained prior written consent from us. If you attempt to transfer or assign any of your access rights without our consent, the transfer or assignment will be ineffective, null, and void and you will be in material breach of this MSA. qMateria may transfer or assign this MSA or any of its rights and obligations hereunder to any Affiliate or in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, provided written notice is given to you.

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3. Set-off, Retention. You may only set off claims or assert a right of retention with regard to claims that are uncontested by us, are ready for decision, or have been confirmed by final court judgment. For the avoidance of doubt, you may not withhold or set off any fees due under an Order on the basis of a disputed claim relating to Data Outputs or the Service Package.

4. Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

5. Force Majeure. Neither Party shall be liable for any failure or delay in its performance under this MSA due to any cause beyond its reasonable control, including earthquake, fire, flood, embargo, riot, sabotage, attacks on IT systems by Third Parties (including hacker attacks), labour shortage or dispute, acts or omissions of civil or military authorities, war, terrorism, pandemic, or failure of third party AI LLM infrastructure or cloud services beyond qMateria's reasonable control. qMateria accepts no liability for any consequences arising from a force majeure event affecting the availability or performance of the Service Package, including any impact on the Receiving Party's project programme, cost plans, or professional obligations.

6. Dispute Resolution. All disputes arising out of or in connection with this MSA, including the formation, interpretation, amendment, breach, or termination thereof, shall be finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with such rules. The seat of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. Any orders for the production or disclosure of documents shall be limited to the documents on which each Party specifically relies in its submission. Nothing in this Section G.6 shall restrict the right of the Parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction.

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7. Applicable Law. This MSA shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any choice-of-law rules that may require the application of the law of another jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply. Any disputes not resolved under Section G.6 shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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8. Changes to the MSA. The terms of the MSA published at the date of an Order shall apply until the end of the Engagement Term for the Service Package agreed in such Order. Any change to the MSA will only apply from the beginning of a new Engagement Term as set out in a new or replacement Order, unless a change during a current Engagement Term is required as a result of a change in applicable laws or is expressly permitted in an Order. Should a change during an Engagement Term have a material adverse effect on your rights, obligations, or use of the Service Package, you may terminate the affected Service Package within 30 days following our notice of such change. In case of such termination, we will refund any prepaid amounts for the applicable Service Package on a pro-rata basis for the remaining Engagement Term.

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9. Notices. We may provide notice to you under this MSA by: (i) posting a notice on your Account dashboard, or (ii) sending a message to the email address provided to us as part of the ordering process for an Order or then associated with your Account. It is your responsibility to regularly visit your Account and to keep your email address up to date. If you do not comply with such obligation or if your receipt of a notice fails because of technical issues related to equipment or services under your or your subcontractors' control, notices shall be deemed to have been provided to you 2 days following the date of such notice. Notices to qMateria shall be sent to admin@qmateria.io and in writing to qMateria Ltd, Millennium Business Centre, 3 Humber Road, London, England, NW2 6DW. Notwithstanding the foregoing, notices of claims or notices regarding disputes shall always be sent by recorded postal mail to the registered address above and by email to admin@qmateria.io simultaneously.

10. Data Privacy. Each Party shall comply with all applicable data privacy laws and regulations governing the protection of personal data in relation to their respective performance under this MSA, including but not limited to the UK GDPR and the Data Protection Act 2018. Where qMateria acts as your data processor in relation to any personal data contained within Your Content, our Data Processing Agreement (DPA) applies to our processing activities. For the avoidance of doubt, qMateria anonymises all project and personal identifiers prior to AI LLM processing and prior to subject matter expert review, as set out in Section F.8.b). The Receiving Party confirms that they have all necessary rights, consents, and permissions to submit Your Content to qMateria for processing under this MSA.

11. Validity and Enforceability. If any provision of this MSA is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law. In particular, if any liability exclusion or limitation clause is held to be invalid or unenforceable in whole or in part, the remaining liability exclusions and limitations shall continue to apply to the fullest extent permitted by law.

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12. Publicity. Except as may be required by applicable law, neither Party shall issue a press release in connection with the subject matter of this MSA without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Parties shall have the limited right to disclose the terms of this MSA to their bona fide financial, tax, and legal advisors subject to appropriate confidentiality obligations. qMateria may request your consent to reference your organisation as a client in its marketing materials, website, and social media channels — such consent shall not be unreasonably withheld but is not assumed by virtue of entering into this MSA.

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13. Entire Agreement. This MSA constitutes the full and complete statement of the terms agreed between the Parties with respect to its subject matter and supersedes any previous or contemporaneous agreements, understandings, or communications, whether written or verbal, relating to its subject matter. The reference to a document that refers to another document shall be deemed to also include such other document, unless otherwise stated therein. Subject to Section G.7, this MSA may not be varied other than in writing, executed by the duly authorised representatives of both Parties or via an online mechanism if so provided explicitly for such purpose by us. No other terms and conditions shall apply.

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14. Independent Contractors. For all purposes, the Parties will be deemed to be independent contractors, and nothing contained in this MSA will be deemed to constitute a joint venture, partnership, employer-employee relationship, or other agency relationship. Neither Party is, nor will either Party hold itself out to be, vested with any power or right to contractually bind or act on behalf of the other Party. For the avoidance of doubt, qMateria's subject matter experts are engaged as independent professional contractors and their outputs under this MSA do not constitute employment, agency, or partnership with the Receiving Party or any member of the Receiving Party's Design Team.

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15. References. Subject to Section G.12, we may request your consent to include your name and logo and refer to you as a qMateria client in our website, social media channels, and marketing materials. We will always seek your prior written approval before using your name or logo in any public-facing context. You may withdraw such consent at any time by written notice to us, following which we will remove any reference to your organisation within a reasonable period

1. Account means one or more web-based accounts, individually or collectively, enabling access to and use of the Service Package and Data Outputs provided on the qMateria Platform through a unique URL (i.e. web address) assigned by us, including any sub-accounts established under the Account by the Company Account holder.

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2. Affiliate shall mean a corporation or other legal entity, directly or indirectly owned or controlled by or owning or controlling or under common control with one of the Parties, where "control" shall mean to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation or other legal entity.

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3. Application shall mean any third-party tool, integration, or data connector that is deployed on or interoperates with the qMateria Platform, including but not limited to BIM authoring tools, IFC export utilities, and any other software used by the Receiving Party to prepare and upload Your Content to the Platform.

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4. Confidential Information shall mean any information a Party (the Disclosing Party) or its Affiliate or representatives make available or otherwise brings to the attention of the other Party (Receiving Party) under or in connection with the MSA and which is — when disclosed — identified as "Confidential" or consists of information that, by its nature or context, is sufficient to put the Receiving Party on notice of its confidential nature. In addition, any information and materials obtained by you in connection with the MSA or your receipt of the Service Package, including the performance and availability of the Service Package, the Platform, information regarding qMateria's business strategies and practices, data processing methodologies, AI model configurations, trade secrets, know-how, pricing, subject matter expert workflows, Data Output structures, and information regarding our employees, clients, vendors, and consultants, are deemed to be qMateria's Confidential Information. Confidential Information does not include information that:

1. is generally available to the public without breach of the MSA and without any wrongdoing;
2. is or becomes available to the Receiving Party from a source other than the Disclosing Party, provided that the Receiving Party has no reason to believe that such source is itself bound by a confidentiality obligation or that such source has obtained the information through any wrongful or tortious conduct;
3. was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party without a corresponding obligation of confidentiality;
4. is independently developed by the recipient without the use of, or reference to, Confidential Information; or
5. has been released by the Disclosing Party for non-confidential use.

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5. Intellectual Property Rights shall mean all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries, including but not limited to all rights subsisting in qMateria's Data Outputs, AI processing methodologies, subject matter expert validation workflows, Platform architecture, and any proprietary data structures or classification frameworks developed by qMateria in the course of delivering the Service Package.

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6. Customisations shall mean parametrisation and amendments to the Data Outputs provided by qMateria, which aims at enabling and/or enhancing your access to validated project data (including the corresponding documentation) agreed upon between the Parties by way of an Order. Customisations are carried out by qMateria's in-house subject matter experts, including Chartered Structural Engineers and BIM Technicians, who manually review, verify, and, where necessary, correct the AI-processed data outputs to ensure accuracy, completeness, and alignment with your project requirements.

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7. Engagement Term shall mean the period for which a Service Package is agreed as specified in the Order, aligned with the project design programme and the relevant RIBA Stages applicable to the engagement.

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8. Order shall mean an order via document, electronic form, or online instrument provided by qMateria for the ordering of Data Outputs and Service Package

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9. Platform shall mean qMateria's proprietary cloud-based platform through which the Data Outputs and Service Package are delivered and accessed. The Platform includes qMateria's operating environment and branded cloud-based solutions that underlie its Service-as-a-Productised-Service offerings, including AI-powered data processing, human-led quality assurance workflows, and the online dashboard through which the Receiving Party accesses their validated project data outputs.

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10. Data Outputs shall mean qMateria's processed and validated data products (including the Data Quality Report, NRM-aligned Quantities Breakdown, and Risk Register) derived from the Receiving Party's uploaded model data, as set out in the respective Order and Specifications. Data Outputs include all AI-processed results, subject matter expert annotations, human-led QA/QC validations, documentation, and any other proprietary material or information made available through the Platform in relation to qMateria's provision of the Service Package.

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11. Service Package shall mean the defined scope of productised services delivered by qMateria, comprising AI-powered model interrogation, human-led data quality assurance, Data Outputs, and subject matter expert validation, in each case as set out in the respective Order and Specifications. Access to the Service Package is granted on a per-company, per-team, or per-project basis as agreed in the Master Services Agreement.

For the avoidance of doubt, qMateria does not alter, amend, or take any design responsibility for the Receiving Party's model data at any point during the engagement. qMateria's role is limited to assessing the supplied data for quality gaps, inconsistencies, and completeness, and surfacing design risks to support the Receiving Party's commercial decision-making. All observations, risk flags, and Data Outputs are based solely on the design information made available to qMateria at the time of processing. Where design information is incomplete, absent, or ambiguous, qMateria's subject matter experts will note the identified gap and, where appropriate, may indicate a reasonable assumption as to the original design intent — however such assumptions carry no design authority and do not constitute professional design advice.

12. Third Party shall mean any person or legal entity other than you or us. Third Party includes your Affiliates.

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13. User shall mean an individual who has been granted access credentials to a qMateria Account, including employees, contractors, and individuals of Third Parties who are authorised by the Account holder to access the Account. Access to an Account includes access to any Data Outputs, Service Package features, and project data associated with that Account.

qMateria supports two levels of Account access:

Company Account — granted to a client organisation, allowing the Account holder to manage and assign access across their internal team members and, where applicable, invite external project stakeholders (such as architects, project managers, or developers) to view and interact with the Data Outputs associated with a specific project engagement.

View-Only Access — a restricted access level that may be granted by the Company Account holder to external parties for the sole purpose of reviewing and visualising processed Data Outputs. View-Only Users may not upload data, modify settings, or interact with the Service Package beyond data visualisation.

For the avoidance of doubt, the Company Account holder is responsible for managing, controlling, and revoking access credentials for all Users under their Account, and remains accountable for ensuring that access is granted only to authorised individuals in accordance with the terms of the Master Services Agreement.

14. Your Content shall mean any information, documentation, model data, drawings, specifications, reports, or files in any format that are uploaded onto, or stored on the qMateria Platform in connection with your or any User's use of the Service Package under your Account, including but not limited to the BIM and IFC model files, structural drawings, engineering reports, and any other project-related data submitted by you for processing as part of a defined engagement.

Your Content excludes the Data Outputs, the Service Package, and the qMateria Platform itself.

For the avoidance of doubt, qMateria does not claim any ownership over Your Content. Your Content remains the intellectual property of the Receiving Party or the respective design team responsible for its authorship at all times. qMateria processes Your Content solely for the purpose of delivering the agreed Service Package and Data Outputs, and will not use Your Content for any purpose beyond the scope of the engagement as defined in the Master Services Agreement.

15. Usage and Processing Report shall mean the automated usage log made available to the Company Account holder within their Account dashboard, documenting: (i) the volume and frequency of AI LLM data processing runs carried out against Your Content during the Engagement Term; (ii) a chronological log of all data processing activity associated with the project, including model uploads, processing events, and Data Output generation; (iii) a record of AI LLM chat interactions associated with the Account, used by qMateria to monitor service quality and improve the accuracy of future Data Outputs; and (iv) a cumulative summary of processing activity that informs the service fee calculation applicable to the engagement, given that LLM processing costs are directly linked to the volume and complexity of data processed on the Receiving Party's behalf.

16. Receiving Party's Design Team shall mean the collective of professional consultants, engineers, architects, and other design disciplines appointed by or on behalf of the Receiving Party to produce, author, and issue the project design information that forms Your Content. This includes, but is not limited to, structural engineers, architects, mechanical and electrical engineers, geotechnical engineers, and any other specialist consultants responsible for the preparation and issue of design drawings, specifications, reports, BIM models, and IFC files submitted to qMateria for processing under the Service Package.

For the avoidance of doubt, the Receiving Party's Design Team operates under separate appointments and contractual obligations to the Receiving Party and is not a party to this MSA. qMateria is not responsible for the professional conduct, output quality, or code-compliance of the Receiving Party's Design Team. The Receiving Party remains solely accountable for ensuring that all design information submitted to qMateria has been prepared, checked, and issued by appropriately qualified members of the Receiving Party's Design Team in accordance with applicable engineering standards, building regulations, and professional codes of practice.