Terms of Service

1. Definitions

In these Terms of Service, the following terms have the meanings given below:

• "Preciq" means Preciq Limited, the provider of the platform and services described in these terms.
• "Platform" means the Preciq configuration intelligence software, including the capture, matching, solution design, and generation tooling, and any related tooling provided by Preciq.
• "Customer" means the organisation or individual that has entered into an agreement with Preciq to use the platform.
• "User" means any individual authorised by the Customer to access and use the platform in connection with a project.
• "Project" means a discrete configuration engagement conducted using the platform against a connected target system.
• "Configuration Data" means the requirements, matches, decisions, sign-off records, role configurations, and related information captured and generated within the platform during a project.
• "Output Documents" means documents and artifacts generated by the platform, including but not limited to the Solution and Configuration Map, generated configuration packages, and sign-off certificates.

2. Acceptance of Terms

By accessing the Preciq website or using the Preciq platform, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated by reference.

If you are accepting these terms on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms. If you do not have such authority, you must not use the platform.

Preciq reserves the right to update these terms at any time. We will notify existing customers of material changes. Continued use of the platform following notification constitutes acceptance of the updated terms.

3. The Preciq Platform

3.1 What the platform provides

The Preciq platform is a configuration intelligence tool designed for use by consultants and partners engaged in business system configuration projects. It provides:

• Multi-source requirement capture, from transcripts, documents and workshop notes
• AI-driven matching of requirements to the target system's real configuration, with confidence scoring
• Role-based solution design and security modelling
• A structured, named sign-off and approval workflow
• Automated generation of governed documentation and, where the target system supports it, an applied configuration package
• Formal project closure with a single certificate covering the connected system

3.2 Access model

Access to the platform is granted on a per-project basis via a project-specific access credential issued by Preciq. Each credential:

• Is issued by Preciq upon agreement of the applicable order or subscription
• Enables access to the platform for a single named project
• Is non-transferable and may not be shared across multiple projects
• Remains active for the duration of the project as agreed with Preciq

3.3 Deployment model

The platform is provided as described in the applicable order form or subscription agreement. Preciq provides the application and all associated support under the agreed terms.

4. Customer Obligations

As a Customer, you agree to:

• Use the platform only for lawful purposes and in accordance with these terms
• Ensure that all Users are made aware of and comply with these terms
• Keep your project access credentials secure and not share them with unauthorised parties
• Ensure that any client or third-party data entered into the platform has been collected and processed in accordance with applicable data protection law
• Not reverse engineer, decompile, or attempt to extract the source code of the platform
• Not attempt to circumvent the platform's access controls or access the platform beyond the scope of your project
• Promptly notify Preciq of any suspected unauthorised access or security breach
• Ensure that the hardware environment used to run the platform meets the minimum specifications provided by Preciq

5. Acceptable Use

The platform must be used in a professional and lawful manner. The following are expressly prohibited:

• Using the platform to process, store, or transmit unlawful content or data
• Attempting to gain unauthorised access to Preciq's systems, the project registry, or any third-party systems
• Using the platform to facilitate fraud, misrepresentation, or deception of any kind
• Reselling, sublicensing, or making the platform available to third parties without Preciq's prior written consent
• Modifying, adapting, or creating derivative works of the platform without express written permission
• Using the platform in any way that could damage, overburden, or impair its operation

Preciq reserves the right to suspend or terminate access to the platform immediately if it reasonably believes a breach of this section has occurred.

6. Intellectual Property

6.1 Preciq's intellectual property

All intellectual property rights in the Preciq platform - including its software, architecture, algorithms, user interface, documentation, trademarks, and branding - are and remain the exclusive property of Preciq. These terms do not transfer any ownership of intellectual property to the Customer.

The licence granted under these terms is limited to the right to use the platform for the purposes of the agreed project, subject to the conditions set out herein.

6.2 Customer and Configuration Data

All Configuration Data entered into the platform by the Customer or its Users remains the property of the Customer. Preciq does not claim ownership of Configuration Data or Output Documents generated by the Customer's use of the platform.

The Customer grants Preciq a limited, non-exclusive licence to process Configuration Data solely to the extent necessary to deliver the platform's functionality and associated services.

Preciq may use anonymised, aggregated data derived from platform usage (with no personally identifiable information) for the purpose of improving the platform and its services.

7. Fees and Payment

The fees payable for access to the Preciq platform are as set out in the applicable order form, proposal, or subscription agreement entered into between Preciq and the Customer.

Unless otherwise agreed in writing:

• Fees are invoiced in advance of the project commencing
• Payment is due within 30 days of the invoice date
• All fees are quoted exclusive of VAT, which will be added where applicable
• Preciq reserves the right to suspend access to the platform where fees remain unpaid beyond the due date, following reasonable notice to the Customer

8. Warranties and Representations

8.1 Preciq's warranties

Preciq warrants that:

• It has the right to license the platform to the Customer under these terms
• The platform will perform materially in accordance with its documentation under normal use conditions
• It will use reasonable skill and care in providing any associated services

8.2 Disclaimer

Except as expressly stated above, the platform is provided "as is" and "as available". Preciq makes no warranty, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

The platform is a tool to assist consultants in capturing and managing configuration decisions. It does not provide legal, financial, technical, or regulatory advice. The Customer is responsible for validating that all configuration decisions made using the platform are appropriate for their specific client engagement and system environment.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

• Preciq's total aggregate liability to the Customer under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Customer to Preciq in the 12 months preceding the event giving rise to the claim.
• Preciq shall not be liable for any indirect, consequential, incidental, or special losses, including but not limited to loss of profits, loss of revenue, loss of business, loss of data, or reputational damage, even if Preciq has been advised of the possibility of such losses.

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

10. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with these terms, and to use such information only for the purposes of performing its obligations or exercising its rights under these terms.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is required to be disclosed by law or regulatory authority.

The obligations of this clause survive termination of these terms for a period of 3 years.

11. Term and Termination

11.1 Term

These terms commence on the date you first use the platform and continue until terminated in accordance with this clause.

11.2 Termination by the Customer

The Customer may terminate its subscription by providing 30 days' written notice to Preciq. Fees paid in advance for unused periods are non-refundable unless otherwise agreed in writing.

11.3 Termination by Preciq

Preciq may terminate these terms or suspend access to the platform immediately on written notice if:

• The Customer commits a material breach of these terms and fails to remedy it within 14 days of written notice
• The Customer becomes insolvent, enters administration, or ceases to carry on business
• The Customer fails to pay fees when due and does not remedy this within 14 days of a payment demand

11.4 Effect of termination

On termination: the Customer's access to the platform ceases immediately; the Customer must destroy any copies of the platform in its possession; and Preciq will provide the Customer with a final export of its Configuration Data in a standard format on request, for a period of 30 days following termination.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these terms where such delay or failure results from causes beyond that party's reasonable control, including but not limited to acts of God, natural disasters, government action, civil unrest, or failure of internet or telecommunications infrastructure.

13. General

13.1 Entire agreement

These terms, together with any applicable order form or subscription agreement and the Privacy Policy, constitute the entire agreement between the parties in relation to the platform and supersede all prior agreements, representations, and understandings.

13.2 Waiver

A failure or delay by either party to exercise any right or remedy under these terms shall not constitute a waiver of that right or remedy.

13.3 Severability

If any provision of these terms is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

13.4 Assignment

The Customer may not assign or transfer any rights or obligations under these terms without Preciq's prior written consent. Preciq may assign these terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.5 No third-party rights

These terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.

14. Governing Law and Disputes

These terms are governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing any formal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of at least 30 days from written notice of the dispute.

15. Contact

If you have any questions about these terms, please contact us:

Note: these terms have been prepared for general guidance and should be reviewed by a qualified legal professional before being used in any commercial or contractual context.