AedisPro Terms of Service

AedisPro is a construction technology platform provided by Dimetryx Ltd. AedisPro provides software tools and functionality for construction workflows, including takeoff, estimating, document management, document analysis, artificial intelligence, machine learning and related construction technology services.

The Services are provided and operated by:

References in these Terms to "AedisPro" refer to the software product and platform.

References to "Dimetryx", "we", "us" or "our" refer to Dimetryx Ltd as the legal entity providing, owning and operating AedisPro.

For the purposes of these Terms:

"Authorised User" means an individual authorised by a Customer to access or use AedisPro on its behalf.

"Customer Content" means drawings, plans, specifications, models, documents, images, files, project information, measurements, annotations, takeoff information, estimates, data and other materials submitted, uploaded, transmitted, generated, processed or otherwise made available through AedisPro by or on behalf of a Customer or its Authorised Users.

Customer Content may include materials owned by, licensed from, supplied by or otherwise originating from third parties.

"AI Processing" means automated or user-initiated analysis, extraction, classification, recognition, measurement, organisation or other processing performed through AedisPro using artificial intelligence, machine learning, computer vision or related technologies.

"Output" means measurements, quantities, classifications, annotations, calculations, estimates, analysis and other information generated through use of AedisPro.

"Derived Data" means information generated or derived from Customer Content, Output or use of AedisPro that has been aggregated, de-identified, abstracted or otherwise processed so that it does not reasonably identify the Customer, an Authorised User, an individual or a specific project and cannot reasonably be used to reconstruct the underlying Customer Content.

You must be at least 18 years old or the legal age of majority in your jurisdiction to use AedisPro.

If you use AedisPro on behalf of a company, organisation or other legal entity, you represent and warrant that you have authority to enter into these Terms on behalf of that entity.

The Customer is responsible for its Authorised Users and their use of AedisPro.

Certain AedisPro features require an account.

You agree to:

• provide accurate and complete account information;
• maintain the confidentiality and security of your account credentials;
• ensure that your Authorised Users comply with these Terms; and
• notify Dimetryx promptly of any known or suspected unauthorised access, misuse or security breach.

You are responsible for activity conducted through your account except to the extent caused by a breach of Dimetryx's obligations.

Dimetryx may implement additional authentication, verification or security requirements where reasonably necessary to protect AedisPro, Customer Content or other users.

Access to certain AedisPro features requires a paid subscription.

Payments may be processed through third-party payment providers.

Unless otherwise stated in an applicable order, subscription or enterprise agreement:

• subscription fees are non-refundable except where required by law;
• subscriptions automatically renew unless cancelled before the applicable renewal date;
• you authorise Dimetryx and its payment providers to process payments associated with your subscription; and
• Dimetryx may change subscription pricing by providing reasonable prior notice.

Features, usage allowances, storage limits, user limits and other entitlements may vary according to the applicable AedisPro subscription plan.

Additional terms may apply to enterprise subscriptions, additional services or separately agreed arrangements.

Subject to these Terms and any applicable subscription restrictions, Dimetryx grants the Customer a limited, non-exclusive, non-transferable right to access and use AedisPro for its lawful professional and business purposes.

You must not:

• copy, modify, reverse-engineer, decompile or attempt to obtain the source code of AedisPro except where applicable law expressly permits it;
• sell, resell, sublicense or commercially provide access to AedisPro without Dimetryx's written permission;
• interfere with or disrupt the operation, integrity or security of AedisPro;
• knowingly introduce malicious code or other harmful material;
• use AedisPro to violate applicable law or third-party rights;
• knowingly upload unlawful or infringing material;
• attempt to circumvent security, access, subscription or usage restrictions; or
• use AedisPro, its Outputs or Dimetryx technology to develop, train or operate a competing product or service without Dimetryx's written permission.

Dimetryx may suspend or restrict access where reasonably necessary to protect AedisPro, Dimetryx, other customers or third parties, or where these Terms are materially breached.

7.1 Ownership of Customer Content

As between the Customer and Dimetryx, the Customer retains all rights, title and interest that the Customer holds in Customer Content.

Nothing in these Terms transfers ownership of Customer Content to Dimetryx.

Customer Content may include drawings, documents, specifications or other materials in which intellectual-property rights are owned by third parties.

The Customer is not required to own all intellectual-property rights in Customer Content, provided that the Customer has sufficient rights, permissions, licences, consents, authority or other lawful basis to submit the Customer Content and permit its processing in accordance with these Terms.

7.2 Customer Authority

The Customer represents and warrants that it has all rights, permissions, licences, consents or other authority reasonably necessary to:

1. submit or otherwise make Customer Content available through AedisPro;
2. permit Dimetryx and its authorised service providers to host, store, copy, transmit, access, analyse, extract information from, transform and otherwise process Customer Content as contemplated by these Terms; and
3. grant Dimetryx the licences and permissions set out in these Terms.

Customer Content may have been received by the Customer from clients, architects, designers, consultants, developers, contractors, subcontractors, engineers, suppliers or other third parties.

The Customer is responsible for ensuring that its submission of Customer Content and the processing authorised under these Terms are consistent with any applicable intellectual-property rights, confidentiality obligations, contractual restrictions, privacy rights or other restrictions applicable to that Customer Content.

Dimetryx is not responsible for determining ownership of Customer Content or independently investigating or verifying the chain of title, licence, permission or authority under which Customer Content was obtained by the Customer.

If the Customer becomes aware that it does not have sufficient authority for particular Customer Content to be processed as contemplated by these Terms, the Customer must notify Dimetryx without undue delay.

The Customer grants Dimetryx a non-exclusive, worldwide, royalty-free licence to host, store, copy, reproduce, transmit, access, analyse, extract information from, transform and otherwise process Customer Content to the extent reasonably necessary to:

1. provide, operate and maintain AedisPro;
2. perform takeoff, estimating, document analysis, drawing analysis, measurement, classification and other functionality requested, accessed or enabled through AedisPro;
3. provide artificial intelligence, machine-learning, computer-vision and automated functionality;
4. maintain, secure, monitor and improve the reliability, performance and functionality of AedisPro;
5. provide technical and customer support and investigate technical issues, errors, misuse or security incidents;
6. develop, test, validate, maintain and improve AedisPro and Dimetryx technology as permitted under Section 9; and
7. comply with applicable law and enforce these Terms.

The licence granted under this Section does not transfer ownership of Customer Content to Dimetryx.

Except as authorised by the Customer, necessary to provide requested functionality or required by law, Dimetryx will not sell, publish or distribute identifiable Customer Content as standalone drawings, plans, specifications, documents or project files.

9.1 AI Processing within AedisPro

AedisPro incorporates artificial intelligence, machine-learning, computer-vision, document-intelligence and other automated technologies.

The Customer authorises Dimetryx to perform AI Processing on Customer Content through AedisPro in connection with the provision, operation, development and improvement of AedisPro and the Services.

AI Processing may include analysing drawings, specifications, documents and project information to identify, classify, measure, extract or understand information including geometry, spaces, rooms, walls, ceilings, openings, objects, dimensions, symbols, annotations, drawing conventions, relationships and other construction-related information.

9.2 Machine-Learning Development

The Customer grants Dimetryx permission to process eligible Customer Content and information derived from Customer Content for the purpose of developing, training, fine-tuning, testing, evaluating, validating, maintaining and improving Dimetryx's machine-learning models, computer-vision systems, algorithms and automated technologies used in AedisPro and other construction technology products and services developed or provided by Dimetryx.

Such processing may enable Dimetryx's systems to identify and learn generalised patterns, structures, relationships, classifications, geometries, measurements, drawing conventions and other characteristics relevant to construction-document analysis and related construction workflows.

Dimetryx's use of Customer Content for these purposes does not transfer ownership of the underlying Customer Content or any third-party intellectual-property rights contained within it.

9.3 Processing for Machine-Learning Development

For machine-learning development, Dimetryx may perform technical processing reasonably necessary to prepare Customer Content for analysis and training.

Such processing may include extracting, cropping, converting, rasterising, vectorising, resizing, segmenting, labelling, annotating, classifying or otherwise technically transforming Customer Content or portions of Customer Content.

Such technical processing does not grant Dimetryx ownership of the underlying Customer Content.

9.4 De-identification and Data Minimisation

Where reasonably practicable, Customer Content selected for general machine-learning development will be processed to remove or obscure information that directly identifies the Customer, its clients, individual users or specific projects where such information is not necessary for the relevant development purpose.

Dimetryx will apply reasonable data-minimisation practices so that machine-learning datasets contain only information reasonably useful for the relevant development purpose.

9.5 No Commercial Redistribution of Original Customer Content

The rights granted to Dimetryx under this Section permit Dimetryx to process Customer Content and develop and improve its technology.

They do not grant Dimetryx the right to commercially sell or distribute the Customer's or a third party's original drawings, architectural designs, specifications or documents as standalone works.

Dimetryx will not intentionally design AedisPro or its machine-learning systems to enable another customer to retrieve or reconstruct another customer's identifiable original Customer Content.

9.6 Derived Data

Dimetryx may create and use Derived Data for lawful purposes including:

• operating AedisPro;
• developing and improving AedisPro;
• machine-learning and algorithm development;
• computer-vision development;
• performance analysis;
• security and misuse prevention;
• analytics;
• research and development; and
• development of new Dimetryx construction technology products and features.

To the extent permitted by applicable law, Dimetryx owns Derived Data and may retain and use Derived Data after termination of a Customer's account.

Dimetryx will not knowingly attempt to re-identify Derived Data except where reasonably necessary for security, misuse prevention, legal compliance or validation of de-identification processes.

9.7 Machine-Learning Models and Technology

Dimetryx retains all rights, title and interest in AedisPro and in Dimetryx's software, algorithms, machine-learning models, computer-vision systems, model architectures, model weights, statistical parameters, methods, processes, systems, improvements and other technology.

To the extent permitted by applicable law, machine-learning models, model weights, statistical relationships, generalised patterns, classifications and other technological improvements developed through authorised processing of Customer Content do not constitute Customer Content solely because Customer Content contributed to their development.

Nothing in this Section transfers ownership of the underlying Customer Content to Dimetryx.

Dimetryx will treat identifiable Customer Content as confidential and will use reasonable technical and organisational safeguards designed to protect it against unauthorised access, use, disclosure, alteration or destruction.

Dimetryx may disclose or provide access to Customer Content:

• to employees and contractors who reasonably require access to provide, support, secure, maintain or develop AedisPro;
• to authorised subprocessors and technology providers;
• where instructed or authorised by the Customer;
• where necessary to investigate misuse or protect AedisPro, Dimetryx or other users; or
• where required by applicable law, regulation or valid legal process.

Access to identifiable Customer Content for product and machine-learning development will be limited to personnel and systems reasonably requiring such access.

Dimetryx's confidentiality obligations applicable to Customer Content survive termination for as long as Dimetryx retains identifiable Customer Content.

Dimetryx may use third-party infrastructure, cloud-computing, storage, communications, analytics, artificial-intelligence, machine-learning, document-processing and related technology providers to operate and develop AedisPro.

Dimetryx will require material subprocessors processing Customer Content on its behalf to be subject to appropriate confidentiality and data-protection obligations.

Dimetryx will not knowingly authorise a third-party artificial-intelligence or machine-learning provider acting as its subprocessor to use identifiable Customer Content to train that provider's general-purpose models for its own independent purposes unless separately disclosed to or authorised by the Customer.

Third-party applications or services independently selected, connected or enabled by the Customer may be governed by the applicable third party's own terms and privacy practices.

Where Customer Content contains personal data, Dimetryx will process such personal data in accordance with applicable data-protection law and the AedisPro Privacy & Cookie Policy.

The contractual rights and permissions granted to Dimetryx under Sections 7, 8 and 9 concern, among other matters, the contractual and intellectual-property authority to process Customer Content. Those rights do not replace any lawful basis required for processing personal data under applicable data-protection law.

Depending on the particular processing activity, Dimetryx may process personal data as a controller or processor as those terms are defined under applicable data-protection law.

Where Dimetryx relies on legitimate interests for particular processing of personal data, Dimetryx will assess those interests and apply appropriate safeguards where required by applicable law.

Where Dimetryx processes personal data solely on behalf of a Customer, applicable data-processing terms may also apply.

Further information about how Dimetryx processes personal data through AedisPro is provided in the AedisPro Privacy & Cookie Policy.

Customer Content may be retained for as long as reasonably necessary to provide AedisPro, comply with applicable legal obligations, resolve disputes, maintain security and enforce agreements, subject to Dimetryx's applicable retention policies and Privacy & Cookie Policy.

Where Customer Content is deleted, residual copies may temporarily remain in backups, disaster-recovery systems, logs or other systems until removed through ordinary retention cycles.

Deletion of original Customer Content does not require Dimetryx to delete:

• Derived Data that no longer reasonably identifies the Customer, an individual or a specific project;
• statistical or aggregated information;
• machine-learning models or model weights previously developed through authorised processing; or
• information that Dimetryx is legally required to retain,

provided that retained information does not constitute an accessible copy of Customer Content except where such retention is legally required.

AedisPro and all associated software, user interfaces, databases, algorithms, machine-learning systems, computer-vision systems, documentation, branding, designs and related technology are owned by Dimetryx or its licensors and are protected by applicable intellectual-property laws.

Except for the limited rights expressly granted under these Terms, no rights in AedisPro or Dimetryx intellectual property are transferred to the Customer.

Nothing in these Terms gives Dimetryx ownership of Customer Content except for rights in Derived Data and Dimetryx technology as expressly provided in these Terms.

The AedisPro name, branding, logos and related marks are owned by Dimetryx or its licensors and may not be used without appropriate permission.

AedisPro provides software tools intended to assist construction professionals and other users.

Artificial-intelligence-generated, automatically calculated and other Outputs may contain errors, omissions or inaccuracies and may be affected by the quality, completeness, scale, accuracy or interpretation of Customer Content.

The Customer is responsible for independently reviewing and verifying Outputs before using them for tenders, estimates, contracts, procurement, construction, commercial decisions or other professional purposes.

AedisPro does not provide architectural, engineering, surveying, legal, financial or other regulated professional advice.

Use of AedisPro does not replace the professional judgement of appropriately qualified persons.

Dimetryx will use commercially reasonable efforts to maintain the availability and reliability of AedisPro but does not guarantee uninterrupted or error-free operation.

Dimetryx may add, modify, replace or discontinue AedisPro features as the product evolves.

Dimetryx may make changes without advance notice where reasonably necessary for security, legal compliance, misuse prevention, emergency maintenance or changes to third-party services.

Where reasonably practicable, Dimetryx will provide appropriate notice of material changes that significantly affect the Customer's use of AedisPro.

To the fullest extent permitted by applicable law, AedisPro and the Services are provided "as is" and "as available."

Dimetryx does not warrant that:

• AedisPro will always be available, uninterrupted or error-free;
• AI Processing or Outputs will always be complete or accurate;
• Customer Content will be interpreted correctly;
• AedisPro will satisfy every Customer requirement; or
• Outputs will be suitable for any particular tender, estimate, contract, procurement or construction purpose.

Nothing in these Terms excludes warranties, guarantees or statutory rights that cannot lawfully be excluded.

To the fullest extent permitted by applicable law, Dimetryx will not be liable for indirect, incidental, special, punitive or consequential losses, or for loss of profits, revenue, business opportunity, anticipated savings, goodwill or data.

Dimetryx will not be liable for losses resulting from:

• inaccurate, incomplete or unsuitable Customer Content;
• unverified AI-generated or automatically calculated Outputs;
• Customer decisions based on Outputs;
• unauthorised use of the Customer's account where not caused by Dimetryx; or
• the Customer's failure to comply with these Terms.

Subject to any liability that cannot lawfully be limited or excluded, Dimetryx's total aggregate liability arising out of or relating to AedisPro, the Services or these Terms will not exceed the amount paid by the Customer to Dimetryx for AedisPro during the twelve months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.

To the extent permitted by applicable law, the Customer will indemnify and hold harmless Dimetryx, its affiliates, officers, employees and contractors against third-party claims, losses, liabilities, damages and reasonable legal costs arising from or relating to:

1. Customer Content submitted by or on behalf of the Customer;
2. an allegation that the Customer did not possess sufficient rights, licences, permissions, consents or authority to submit Customer Content or grant the rights and permissions described in these Terms;
3. infringement or violation of third-party intellectual-property, confidentiality, privacy, contractual or other rights resulting from Customer Content or the Customer's use of AedisPro;
4. the Customer's material breach of these Terms; or
5. unlawful or fraudulent use of AedisPro by the Customer or its Authorised Users.

This Section does not apply to the extent that a claim results directly from Dimetryx's processing or use of Customer Content outside the rights and permissions granted under these Terms.

Dimetryx may suspend or terminate access to AedisPro where:

• the Customer materially breaches these Terms;
• continued access creates a material security, legal or operational risk;
• payment obligations remain overdue;
• the Customer uses AedisPro unlawfully; or
• suspension or termination is required by law.

Upon termination, the Customer's right to access AedisPro ceases, subject to any applicable data-export or retention arrangements.

Termination does not affect rights or obligations accrued before termination.

Provisions concerning Customer Content licences to the extent necessary for previously created Derived Data and machine-learning models, intellectual property, confidentiality, liability, indemnification, governing law and other provisions that by their nature should survive will survive termination.

Dimetryx may update these Terms from time to time to reflect changes to AedisPro, applicable law, regulatory requirements or Dimetryx's business practices.

Where a change materially affects the Customer's rights or obligations, Dimetryx will provide reasonable notice through AedisPro, by email or through another appropriate method before the change takes effect, except where an earlier change is reasonably required by law, regulation, security requirements or circumstances outside Dimetryx's reasonable control.

Continued use of AedisPro after revised Terms take effect constitutes acceptance of the revised Terms where permitted by applicable law.

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over disputes arising out of or relating to these Terms, except where applicable law requires otherwise.

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will remain in effect.

Failure by either party to enforce a provision of these Terms does not constitute a waiver of that provision or any other right.

The Customer may not assign its rights or obligations under these Terms without Dimetryx's prior written consent, except where otherwise permitted by an applicable agreement or law.

Dimetryx may assign or transfer these Terms as part of a merger, acquisition, corporate reorganisation, financing, sale of all or substantially all of the relevant business or assets, or similar transaction.

These Terms, together with any applicable subscription agreement, order, Privacy & Cookie Policy, Data Processing Agreement and other terms expressly incorporated by reference, constitute the agreement between the Customer and Dimetryx concerning the Customer's use of AedisPro.

Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the Customer and Dimetryx.

Questions regarding these Terms may be directed to: