These Terms of Service (“Terms”) govern access to and use of the Scopey Onsite software platform and related services (the “Service”) provided by Scopey Limited (“Scopey”). By accessing or using the Service, the customer organisation (“Customer”) agrees to be bound by these Terms. These Terms may be accepted electronically and form a legally binding agreement.

1. Definitions

“Additional Services” means any services outside the Subscription Services, including bespoke configuration, custom feature development, integrations, data migration, or other professional services.

“Annual Construction Volume” means the total contract value of projects commenced or under construction within a rolling twelve (12) month period, excluding VAT or applicable sales taxes.

“Authorised Users” means individuals authorised by Customer to access or use the Service, including employees, subcontractors, consultants, and client representatives.

“Billing Period” means the monthly interval at which Subscription Fees are invoiced unless otherwise stated.

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes technical information, security measures, product documentation, business plans, pricing, commercial terms, trade secrets, and Customer Data.

“Customer Data” means all data, content, records, communications, images, documents, audio, video, and other information submitted to the Service by or on behalf of Customer or its Authorised Users.

“Subscription Services” means access to the standard Scopey Onsite platform and associated support and onboarding services as offered at the time of subscription.

“Total Project Cost” means the total contract value of a project at the time the Subscription Services are first deployed to that project, excluding VAT or applicable sales taxes.

“Total Project Subscription Fee” means the fee calculated as the applicable percentage of the Total Project Cost.

2. Subscription Services and Platform Use

Scopey grants Customer a non-exclusive, non-transferable right, during the subscription period and subject to payment of applicable fees, to access and use the Service solely for Customer’s internal business operations.

The Service is provided at the organisation level. Customer is responsible for all access to and use of the Service under its account.

Customer acknowledges that the Service is a software platform that may evolve over time. Scopey may modify, enhance, or update the Service, including introducing new features or discontinuing features, provided that the core functionality of the Service is not materially reduced during the applicable subscription period.

3. Fees and Billing

Customer shall pay the fees applicable to the Subscription Services as notified by Scopey or agreed between the parties. Fees may be structured on a per-project basis, a company-wide basis, or another agreed pricing model.

Where pricing is calculated as a percentage of the Total Project Cost, that calculation establishes the Total Project Subscription Fee, which is fixed for the duration of the relevant project.

Unless otherwise agreed, the Total Project Subscription Fee is invoiced in equal monthly instalments over the estimated project duration. The estimated duration is used solely to determine billing cadence and does not limit the total fees payable.

Subscription Fees remain payable while the project remains active within the Subscription Services and cease upon project archiving or written termination of the subscription. If a project extends beyond the estimated duration, monthly billing continues until the project is archived or the subscription is terminated. If a project completes or is archived earlier than estimated, any remaining unpaid balance becomes immediately due and payable.

Where Scopey is deployed on a company-wide basis, Subscription Fees may be calculated as a percentage of Annual Construction Volume or another agreed metric. Billing mechanics for company-wide pricing will be notified by Scopey or agreed between the parties.

Fees are invoiced in advance unless otherwise stated and are non-refundable except as required by law. Customer shall pay invoices within the period specified on the invoice.

If Customer fails to pay undisputed fees when due, Scopey may suspend access to the Service upon reasonable notice. Scopey may also suspend access where reasonably necessary to address security risks, unlawful activity, or material breach of these Terms. Access will be restored once the underlying issue is resolved.

Fees are exclusive of VAT, GST, or applicable sales taxes. Customer is responsible for all applicable taxes other than taxes based on Scopey’s income.

Scopey may revise pricing or introduce new fee structures upon reasonable prior notice. Revised fees apply from the next renewal or billing cycle unless otherwise agreed.

4. Customer Responsibilities, Authorised Users, and Acceptable Use

Customer is solely responsible for all use of the Service by its Authorised Users and for ensuring that all such use complies with these Terms and applicable law.

Customer is responsible for the accuracy, completeness, legality, and timeliness of all Customer Data and for obtaining all necessary rights, permissions, and consents to submit Customer Data to the Service.

Customer must not, and must ensure Authorised Users do not, resell, sublicense, rent, lease, or otherwise make the Service available to third parties except as expressly permitted through authorised access. Customer must not reverse engineer, decompile, interfere with, disrupt, or attempt to gain unauthorised access to the Service or its underlying systems.

Customer must not use the Service in a manner that is unlawful, infringing, defamatory, malicious, or that degrades platform security, integrity, or availability.

5. Operational Use, Records, and No Reliance

The Service is designed to support the capture, organisation, and management of construction project information and operational records.

Customer acknowledges and agrees that it remains solely responsible for compliance with all contractual, statutory, and regulatory obligations, including notice requirements, time bars, record-keeping obligations, and project governance responsibilities.

Any reports, notices, alerts, classifications, or other outputs generated by the Service must be reviewed by an appropriately authorised person prior to reliance or submission. The Service does not guarantee delivery of notices, regulatory compliance, or contractual outcomes.

Scopey does not provide legal, engineering, or regulatory advice. Any recommendations or risk indicators generated by the Service are provided for decision-support purposes only.

6. Additional Services and Custom Development

Scopey may, at Customer’s request and in its sole discretion, agree to provide Additional Services. Additional Services are not included in the Subscription Services and will only be provided where the scope, fees, and assumptions are agreed in writing.

Scopey is under no obligation to undertake any requested Additional Services. Delivery timelines for Additional Services are estimates only and may depend on Customer inputs or third-party systems.

All intellectual property rights in any enhancements, features, configurations, workflows, or other developments created in connection with Additional Services vest exclusively in Scopey. Customer is entitled to use such developments as part of its subscription to the Service.

Scopey may incorporate, commercialise, and make such developments available to other customers without restriction or obligation. Customer acknowledges that purchasing decisions are not contingent on the delivery of any future functionality unless expressly agreed in writing.

7. Customer Data and Data Use Rights

Customer retains all right, title, and interest in Customer Data.

Customer grants Scopey a limited licence to host, process, store, transmit, and display Customer Data solely for the purpose of providing, securing, supporting, and improving the Service.

Scopey may generate anonymised or aggregated data derived from use of the Service and may use such data for analytics, benchmarking, research, product improvement, automated processing improvements, and marketing or promotional purposes. Anonymised data will not identify Customer, individuals, or specific projects and will not be reasonably re-identifiable.

8. Confidentiality and Security

Each party shall use the other party’s Confidential Information solely to perform its obligations or exercise its rights under this Agreement and shall not disclose such Confidential Information to any third party except to its employees, contractors, advisers, or authorised subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than those set out in this Agreement. Each party remains responsible for any breach of this clause by persons to whom it discloses Confidential Information.

Confidential Information does not include information that the receiving party can demonstrate is publicly available without breach of this Agreement, was lawfully known prior to disclosure without restriction, was independently developed without use of the Confidential Information, or was lawfully obtained from a third party without restriction.

If disclosure is required by law or regulatory authority, the receiving party may disclose the Confidential Information to the extent required, provided that it gives prior notice where legally permitted.

Each party shall implement reasonable safeguards appropriate to the nature of the Confidential Information. The obligations in this clause continue during the term of the Agreement and for three (3) years after termination, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

9. Service Availability and Disclaimers

Scopey designs the Service for continuous availability and will use commercially reasonable efforts to maintain reliable operation. From time to time, maintenance or updates may affect availability.

Except as expressly stated in these Terms, the Service is provided on an “as is” and “as available” basis. Scopey does not warrant that the Service will be uninterrupted, error-free, or free from defects.

10. Intellectual Property and Feedback

Scopey and its licensors retain all right, title, and interest in and to the Service and all related intellectual property. No rights are granted except as expressly set out in these Terms.

If Customer or its Authorised Users provide feedback, suggestions, or ideas regarding the Service, Scopey may use such feedback without restriction or obligation.

11. Indemnity

Customer indemnifies and holds Scopey harmless from third-party claims, losses, damages, and expenses arising from Customer Data, Customer’s breach of these Terms, or Customer’s unlawful or improper use of the Service.

12. Limitation of Liability

To the maximum extent permitted by law, Scopey’s total aggregate liability arising out of or in connection with these Terms is limited to the fees paid by Customer in the twelve months preceding the event giving rise to the claim.

Scopey is not liable for indirect, incidental, consequential, or economic losses, including loss of profit, loss of opportunity, or project outcomes resulting from Customer decisions or failure to meet contractual obligations.

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or liability that cannot legally be excluded.

13. Termination

Either party may terminate these Terms for material breach not remedied within thirty days of written notice. Upon termination, Customer’s access to the Service will cease, subject to Customer’s right to request data export within a reasonable period.

14. Public Reference

Scopey may identify Customer as a user of the Service. Use of Customer logos, case studies, or detailed references requires Customer’s prior approval.

15. Governing Law

These Terms are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction.

16. Entire Agreement

These Terms constitute the entire agreement between the parties relating to the Service and supersede all prior discussions or representations.