CivilQuants — Terms of Service

Effective date: 2026-05-31

Version: v1.2

Last updated: 2026-05-17

1. About these Terms

These Terms of Service (the "Terms") govern your use of CivilQuants — a quantity take-off and parametric estimating service operated by Ember Forge Pte Ltd (the "Company", "we", "us" or "our"), a private limited company incorporated in Singapore (UEN 202617538C, registered office: 60 Paya Lebar Road, #06-28 Paya Lebar Square, Singapore 409051).

By creating an account, purchasing a subscription, purchasing a 7-day pass, purchasing modular calculator credits, or otherwise using CivilQuants (the "Service"), you ("you" or "Customer") agree to be bound by these Terms.

If you are using CivilQuants on behalf of an organisation (for example, your employer or a firm you direct), you confirm that you have authority to bind that organisation to these Terms and "you" includes that organisation.

If you do not agree to these Terms, do not use the Service.

2. The Service in plain language

CivilQuants is a parametric civil-engineering estimating engine. You input project parameters (geometry, dimensions, material specifications, depths, etc.); the engine produces:

• A measured Bill of Quantities formatted to a measurement standard you select (CESMM4, NRM 2, SMM7, or MMHW)
• Structured dimensioned CAD drawings (DXF and PDF) generated from the supplied parameters
• A multi-tab Excel workbook with the Bill plus a Quantities supporting tab plus an audit trail per row

CivilQuants is a quantities-only tool. The Service ships with rates set to zero throughout — you input rates per project, and the rates and resulting prices are yours and your liability. We do not provide a default rate library and we do not warrant the commercial pricing of any output.

The Service is offered through several surfaces: a web application at civilquants.com, a REST API, a Model Context Protocol (MCP) server, a Python client SDK, and a command-line interface. Documentation lives at civilquants.com/docs.

3. Eligibility

You must be at least 18 years old and able to form a legally binding contract under the law of your country of residence to use the Service. The Service is not intended for, and we do not knowingly collect data from, anyone under 18.

If you are using the Service in a regulated or professional capacity (chartered surveyor, civil engineer, contractor, etc.), you remain solely responsible for complying with the standards of conduct of your professional body when relying on the outputs of the Service.

4. Account registration

For paid tiers other than the modular per-calculator product and the 7-day pass, you must create an account. Account creation collects your email address, a password (or you may use a passwordless / magic-link flow), and (for organisation tiers) basic organisation information.

You are responsible for:

• Keeping your account credentials confidential
• Notifying us promptly of any unauthorised use of your account
• All activity that occurs under your account

We may, in our sole discretion, refuse to create or terminate any account that we reasonably believe is being used to violate these Terms.

5. The free Plant Productivity Calculator and the freemium MCP tier

We offer two free entry points to the Service:

• A free Plant Productivity Calculator ("PPC") accessible without an account at civilquants.com/tools/plant-productivity. The PPC is provided at no charge and may be subject to fair-use rate limiting per IP address.
• A free MCP tier offering anonymous, rate-limited access to 6 free calculator assemblies via the MCP protocol, with CivilQuants-branded and sheet-protected deliverables. The free MCP tier is rate-limited to 10 calls per day per IP address.

5.1 Acceptance of these Terms before first use of any free surface

Before you can run a calculation on the free PPC or invoke any free MCP tool, you must affirmatively accept these Terms (and acknowledge that you have read the linked Privacy Policy and Cookie Policy) by ticking an explicit acceptance control rendered on the relevant entry surface. The acceptance control is unchecked by default, and the relevant entry surface will not unlock its input form or accept any MCP call until the control is ticked. The acceptance event (timestamp, policy versions accepted, IP address) is logged for evidentiary purposes for the same retention period as our computational audit log (see §8.4 and Privacy Policy §6). Continued use after a material change to these Terms requires re-acceptance per §14.

The acceptance control text reads (or substantially as follows):

☐ "I have read and agree to the CivilQuants Terms of Service, Privacy Policy, and Cookie Policy. I understand the free-tier output licence below (evaluation and internal-assessment use only; no submission to clients, employers, tendering authorities, regulators, or adjudicators as project deliverables)."

The acceptance binds both individual users acting in a personal capacity and any organisation on whose behalf you use the Service per §1.

5.2 Permitted use of free-tier outputs

Free-tier outputs are CivilQuants-branded and sheet-protected. They are licensed for evaluation and internal-assessment purposes only — including: testing the Service on a sample project, internal demonstrations within your firm, evaluation against your own measured take-offs, training, and informal sanity checks. Free-tier outputs must not be submitted to clients, employers, tendering authorities, regulators, adjudicators, or any other third party as project deliverables or in any form that suggests they form part of a commercial deliverable.

5.3 Fair-use limits

Free-tier usage is subject to fair-use limits and we may suspend or rate-limit free-tier access at our discretion if usage exceeds reasonable patterns. We may also suspend access if the free tier is being used to assemble what would amount to a complete commercial deliverable through repeated calls (which would breach the evaluation-only licence above).

6. Subscriptions, modular credits, the 7-day pass, and pricing

6.1 Pricing structure

CivilQuants is offered through several pricing tiers:

• Module credits — pay-per-calculator credit purchased à la carte. Pricing follows a discount curve (the more modules you purchase in a single transaction, the lower the per-module price). Module credits do not expire.
• 7-day pass — full access to the Solo tier feature set for 7 calendar days from the moment of purchase. Pass purchases are non-refundable. One active pass per email at a time.
• Solo monthly subscription — recurring monthly billing for a single user.
• Solo yearly subscription — yearly billing at a discount versus monthly.
• Studio subscription — recurring per-seat billing for teams up to 5 seats.
• Practice subscription — recurring per-seat billing for teams of 5+ seats with extended seat economics.

Current published prices are shown at civilquants.com/pricing. Prices may differ by currency. The price you see at checkout is the price you pay (we operate a flat-price, tax-inclusive model — see §6.3).

6.2 Currency

Pricing is published in multiple currencies (GBP, USD, EUR, AUD, NZD, SGD, CAD, MYR). Currency selection at checkout is determined by your detected location, your browser locale, or your manual selection. Per-currency pricing is set independently per region and is not a mechanical FX conversion.

6.3 Tax, payments, and the flat-price model

Stripe, through its Managed Payments (merchant-of-record) service, is the seller and merchant of record for your purchase. Ember Forge Pte Ltd supplies the CivilQuants service and licenses your use of it under these Terms; the payment transaction is between you and Stripe as merchant of record, and your receipt will show the sale as processed through Stripe/Link. Stripe, as merchant of record, calculates, collects, and remits applicable VAT/GST/sales tax. We operate a flat-price, tax-inclusive model: the price you see is the price you pay; any applicable tax is included within it.

6.4 Renewal, auto-billing, and reminder notices

Recurring subscriptions (Solo monthly, Solo yearly, Studio, Practice) automatically renew at the end of each billing period unless cancelled. By subscribing, you authorise us, through Stripe, to charge your payment method on each renewal.

Reminder notices. For annual subscriptions (Solo yearly and any annual Studio / Practice billing arrangement), we will send you a renewal reminder by email at least 30 days before your renewal date so you have time to cancel before the next charge. For monthly subscriptions, we will send a renewal reminder at least once per year (typically with the 12th-month payment).

Easy online cancellation. You may cancel at any time through your account settings at civilquants.com/account without contacting support. Cancellation takes effect at the end of the current paid period, and we will email a confirmation that the cancellation has been processed.

6.5 Statutory consumer cancellation rights (UK and EU consumers)

If you purchase as a consumer (an individual acting wholly or mainly for purposes outside your trade, business, craft, or profession), this §6.5 sets out your statutory cancellation rights. Treatment differs depending on whether the purchase is digital content, a digital service, or an ongoing subscription, and depending on whether you have given express consent to immediate supply.

6.5.1 Statutory framework

Your right to cancel is provided by:

• United Kingdom: the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, in particular Regulation 37 (digital content) and Regulation 36 (services), as amended.
• European Union: Directive 2011/83/EU on Consumer Rights, in particular Article 16(m) (digital content) and Article 16(a) (services).

You have 14 days from the day after purchase to exercise the statutory right to cancel, unless one of the supply-type-specific carve-outs below applies.

6.5.2 Digital content (module credits and outputs accessed/downloaded immediately)

Module credits and any outputs you generate using the Service are treated as digital content under the regulations cited above.

You can cancel a module-credit purchase within 14 days IF you have not yet used the credits to generate any output, and the supply has not begun in the sense required for the carve-out to apply.

You lose the statutory right to cancel a module-credit purchase as soon as you give express consent to immediate supply AND acknowledge that this loses the cancellation right. At checkout, you will be presented with the following acknowledgment (which you must affirmatively tick before purchase can complete):

☐ "I expressly request immediate access to the digital content I am purchasing and acknowledge that, once supply begins (when the first credit is used or the first output is generated), my statutory right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 / EU Consumer Rights Directive will be lost."

Once you tick that acknowledgment and the first credit is used or output generated, the statutory cancellation right ceases. You will receive a copy of this acknowledgment by email with your payment receipt as a durable medium record.

6.5.3 7-day pass (digital content, immediate access)

The 7-day pass is treated as digital content with immediate access. The acknowledgment in §6.5.2 above is also required at 7-day-pass checkout. Once you tick the acknowledgment and the pass becomes active, the statutory cancellation right is lost.

6.5.4 Subscriptions (Solo monthly, Solo yearly, Studio, Practice — treated as services)

Subscriptions are treated as services under the regulations cited above. The right to cancel within 14 days still applies, but if you expressly request the service to begin during the 14-day period, you can be charged a proportionate amount for the service actually supplied up to the date you cancel.

At checkout for any subscription, you will be presented with the following acknowledgment (which you must affirmatively tick before purchase can complete):

☐ "I expressly request the CivilQuants subscription service to begin immediately and acknowledge that, if I cancel within 14 days, I may be liable for a proportionate amount of the service supplied up to the point I cancel."

How to exercise your statutory cooling-off right (subscription). To cancel a subscription within the 14-day statutory cooling-off period and secure a proportionate refund, you must send an explicit cancellation request to support@civilquants.com identifying the order and stating that you wish to cancel under the statutory cooling-off right. We will then calculate the proportionate amount due (if any) and refund the balance to your original payment method within 14 days of receipt of your request.

The self-service cancellation control in your account settings at civilquants.com/account is provided for ordinary end-of-cycle cancellations only (see §6.5.5 below) — it terminates auto-renewal at the close of your current billing cycle and does not trigger the proportionate-refund mechanism described above. Using the self-service cancellation control during the 14-day cooling-off window will not, by itself, qualify as exercising your statutory cooling-off right. Use email to support@civilquants.com for statutory cooling-off cancellations so we can process the pro-rata refund correctly.

Nothing in the channel-routing in this paragraph restricts the substance of your statutory cooling-off right under §6.5.6.

6.5.5 Beyond the statutory 14-day window — our refund and cancellation policy

Outside the statutory 14-day cooling-off window:

• Module credits: non-refundable once any credit has been used.
• 7-day pass: non-refundable once activated.
• Solo monthly / Studio / Practice: cancel any time via account settings; cancellation takes effect at the end of the current paid period; no pro-rata refund of the current period.
• Solo yearly: cancellation takes effect at the end of the current annual period; no pro-rata refund of the current period (yearly is paid up-front in exchange for a discounted rate).

Material defect or extended unavailability. If the Service experiences extended unavailability (more than 24 consecutive hours of inability to access core paid features) or a material defect that we are unable to remedy within a reasonable period, you may be entitled to a pro-rata refund or service credit. Contact support@civilquants.com to claim. Statutory remedies under UK / EU / AU / NZ consumer law remain available where they apply.

6.5.6 Nothing limits mandatory consumer rights

Nothing in this §6.5 limits any non-excludable statutory right available to you under the consumer-protection law of your country of residence, including (without limitation) UK Consumer Rights Act 2015, EU Consumer Rights Directive 2011/83/EU, Australian Consumer Law (Competition and Consumer Act 2010 (Cth) Schedule 2), New Zealand Consumer Guarantees Act 1993, and Singapore Consumer Protection (Fair Trading) Act 2003.

6.6 Failed payments

If a recurring payment fails, we will retry over the following days through Stripe's automatic retry policy and notify you by email so you can update your payment method. If retries fail, we may suspend access until payment is resolved. Persistent non-payment may result in cancellation. We will not charge you a late-payment fee.

6.7 Price changes

We may change our prices from time to time. For recurring subscriptions, we will give at least 30 days' notice of any price increase, which will take effect at your next renewal. The notice will go to your account email address and will be posted at civilquants.com/pricing. If you do not accept the new price, you may cancel before it takes effect via your account settings at civilquants.com/account and your subscription will end at the end of the current paid period with no further charge.

7. Acceptable use

You agree not to:

• Use the Service to produce outputs that you know to be materially incorrect and present them to a third party as if they were certified estimates
• Attempt to reverse engineer, decompile, or circumvent the Service's technical protections
• Resell, sublicense, or redistribute the Service or its outputs as a substantially similar service to your own customers (use of CivilQuants outputs as inputs to your own deliverables to your clients is permitted; reselling CivilQuants itself is not)
• Scrape, mass-download, or otherwise extract data or outputs from the Service in volumes inconsistent with normal use
• Use the Service to violate any law, regulation, or third party right
• Deliberately extract, scrape, benchmark, or train a machine-learning model on the Service's outputs, prompt content, or templates with the purpose of building a substantially similar product or capability
• Retain, extract, redistribute, train on, or otherwise misuse CivilQuants Skill Content delivered via MCP, in breach of §8.5
• Submit content via the Service that infringes third-party intellectual property, that is unlawful, or that is intended to harass or harm any person
• Attempt to access another customer's data or account
• Stress-test or DoS the Service without our written permission

We reserve the right to suspend or terminate access for any violation of this section.

8. Intellectual property

8.1 Our IP

We (or our licensors) own all right, title and interest in the Service, including the underlying engine, software, design, documentation, and trademarks. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service in accordance with these Terms. No other rights are granted by implication or otherwise.

8.2 Your inputs and outputs

You retain ownership of:

• The project parameters, dimensions, specifications, and data you input to the Service
• The substantive content of the Bills of Quantities, drawings, Excel workbooks, and other deliverables generated from your inputs (the customer-facing content)

We retain ownership of the underlying templates, layouts, styling, audit-trail format, hash-cell mechanism, and the engine logic that generates the deliverables. Your right to use the deliverables is the right to use them for your professional civils estimating purposes; it is not a right to extract the underlying templates or to replicate the Service's output format as a substitute product.

You grant us a limited licence to process your inputs as necessary to operate the Service, to back up your data, to provide support, and to improve the Service in aggregate, anonymised form. We do not train any machine-learning model on your inputs in any way that could allow your specific project content to be recovered or attributed.

PersonalisationFields and customer-supplied branding assets. Paid-tier customers may upload custom branding assets — firm name, logo, accent colour, and similar — via PersonalisationFields to be rendered onto deliverables (per §3.4.0 of our MCP launch contract). Where you supply such assets, you warrant that you hold all necessary intellectual property rights, trademark clearances, and contractual permissions to use those assets in this way. You grant us a non-exclusive licence to render those assets onto your deliverables as part of normal operation of the Service. You indemnify us against any third-party intellectual property, trademark, or related claim arising from your supply of those assets (see §11).

8.3 Measurement standards — methodology, not text

CivilQuants implements the methodologies of CESMM4, NRM 2, SMM7, and MMHW in our own software. We do not reproduce the published clause text of any of these standards. Bill of Quantities row descriptions, audit trail text, and other artefact wording are paraphrased functional descriptions written in our own words. Standard names are used nominatively to identify the methodology applied to each output (for example: "Prepared using CivilQuants' implementation of CESMM4 measurement methodology"). The published standards remain the property of their respective publishers (the Institution of Civil Engineers, the Royal Institution of Chartered Surveyors, and National Highways), and you remain responsible for holding any licence required to read or otherwise use their published text.

Non-affiliation disclaimer. CivilQuants and Ember Forge Pte Ltd are not endorsed by, affiliated with, accredited by, certified by, or otherwise officially connected to the Institution of Civil Engineers (ICE), the Royal Institution of Chartered Surveyors (RICS), or National Highways (formerly Highways England). Standard names appearing in outputs and marketing materials are used solely to identify the published methodology that the Service implements, in a nominative-use fair-dealing sense. You should not rely on the presence of a standard's name in an output to imply any form of certification or compliance attestation.

8.4 Hash cell, audit trail, and our computational audit log

Hash cell. Every paid-tier output carries a unique 6-character hexadecimal hash (the "hash cell") that ties the Excel, DXF, and PDF deliverables to the same underlying parameter set. The hash cell allows you to verify that all artefacts in a delivery package belong to the same source calculation. Tampering with output to disguise its provenance is a violation of these Terms.

Computational audit log. In addition to the per-output hash cell, we maintain an internal computational audit log of every paid render. For each paid render we record: the parameters you submitted, the output hash cell, the engine version and software version at the time of render, the warranty-disclaimer version (see §9) in force at the time, the warranty-acknowledgment record for the account (see §9), the account or API token identity, and the render timestamp. This log is append-only and retained for 7 years from the date of render.

Why we keep it. The computational audit log protects both you and us. Because the engine is fully deterministic — the same parameters submitted against the same engine version produce byte-identical outputs — the log allows us to reproduce, at any point in the 7-year window, the exact output you generated at the time of the original render. This means: (a) if you raise a question about a paid output you generated a long time ago, we can produce the exact parameters you submitted and reproduce the output for you; and (b) if any dispute or claim arises about a paid output, we can produce the evidentiary record needed to resolve it on facts. You may request a copy of the computational audit log record for any of your own paid renders at any time within the 7-year retention period by emailing support@civilquants.com.

Data-protection treatment. The retention basis, erasure-exemption treatment, and how the log interacts with your data-subject rights are described in our Privacy Policy §6 and §8. In short: the computational audit log is retained under the legitimate-interest basis for the establishment, exercise, or defence of legal claims (UK/EU GDPR Art 6(1)(f) and the corresponding retention exemption from the right of erasure under Art 17(3)(e); equivalent provisions in PDPA, PIPEDA, APP, Privacy Act 2020, and PDPA Malaysia). On account erasure, your identifying personal data is removed from the log within 90 days; the technical render record (parameters, hash, engine version, timestamps) is retained for the full 7-year window in a form not linked to your identifying personal data outside the period necessary to substantiate the legal-claims basis.

Warranty acknowledgment captured at first paid render. Before your first paid render under any account, the Service will present a one-time modal containing the warranty disclaimer in §9 below, requiring you to affirmatively acknowledge that you have read and understood it. Your acknowledgment is logged with the policy version in force at the time. We will re-present the modal only if §9 is materially updated, in which case the new version must be acknowledged before any further paid render. You will not be able to complete a paid render until the modal is acknowledged.

8.5 Skill prompts and MCP-served content (paid tier)

CivilQuants provides certain paid-tier capabilities as skill prompts delivered via the Model Context Protocol (MCP) to your authorised LLM client (Claude Desktop, Cursor, ChatGPT, Gemini, or other supported client). These skill prompts encode CivilQuants methodology, prompt engineering, and structured workflows ("Skill Content").

Your subscription grants you a limited, non-exclusive, non-transferable, revocable licence to invoke Skill Content during the term of your active subscription through supported MCP clients in the ordinary course of your professional civils estimating work. No other rights are granted.

You acknowledge that Skill Content may transit through your LLM client's conversation context as part of normal MCP operation and may be retained by that client per its provider's data-retention policy. This transient operational presence does NOT transfer ownership or grant you any right to:

• Save, export, screenshot, copy/paste, or otherwise deliberately retain Skill Content outside the operational context of an active MCP invocation
• Train, fine-tune, or otherwise derive a substitute capability from Skill Content
• Redistribute, resell, or share Skill Content with any third party, including other CivilQuants subscribers
• Use Skill Content after your subscription terminates, lapses, or is revoked

You agree to take reasonable steps to avoid deliberate retention or extraction of Skill Content from your LLM client's conversation history, data export, or other access channels. If your LLM client's data-retention practices result in incidental retention beyond your subscription term, you will delete that content on request or upon termination, whichever is sooner.

Enterprise compliance-logging carve-out. The deliberate-retention restrictions above are not intended to require you to disable, bypass, override, or contractually breach automated, non-user-facing logging or backup mechanisms operated by your LLM client provider, your enterprise IT function, or a comparable governance authority for the purpose of regulatory compliance, professional-conduct record-keeping, security or risk audit, e-discovery readiness, or other genuine internal-control obligations. Specifically: incidental retention of Skill Content within (a) automated enterprise security or compliance logs maintained by your LLM client provider or your enterprise IT function, (b) operational backups and disaster-recovery snapshots, (c) conversation-history archives kept for institutional risk-audit purposes, (d) regulatory record-keeping required of your firm under applicable professional-conduct rules (for example, RICS Rules of Conduct for Firms, ICAEW, or equivalent body requirements applicable to quantity surveyors and chartered firms), or (e) court-ordered or regulator-ordered preservation, is permitted notwithstanding the restrictions above, provided the retention is in fact incidental to those institutional purposes, is not user-facing, is not used for any of the restricted purposes in this §8.5 (training a substitute capability, redistribution, sharing with third parties outside the scope of the institutional purpose, or use after subscription termination), and is subject to your firm's own confidentiality controls. This carve-out reflects the operational reality that customer-side MCP traffic is automatically captured in enterprise systems that the individual user has no ability to disable, and is intended to ensure these Terms do not create a compliance impossibility for enterprise procurement.

Violation of this section is a material breach of these Terms. Without limiting any other remedies, we may immediately suspend or terminate your access and pursue all available legal remedies, including the indemnification provisions of §11. Sections §10 (Limitation of liability) and the carve-outs in §10 (for fraud and other non-limitable liability) apply to claims arising from breach of this section.

9. Warranty disclaimer — IMPORTANT

The outputs of the Service are computational estimates based on the parameters you provide and the methodology you select. They are tools to assist a qualified estimator's professional judgement. They are not a substitute for that judgement.

Specifically, you acknowledge and agree that:

• The Service does not certify the commercial pricing of any output; rates are entered by you and are your responsibility.
• The Service does not warrant that an output is suitable for any specific tender, contract, or regulatory submission. You and any qualified professional you engage remain solely responsible for verifying the accuracy and suitability of any output before using it for any purpose with legal, contractual, or commercial consequence.
• Civils estimating involves judgement on site conditions, ground risk, programme assumptions, supplier markets, and other factors that are not captured in any parametric engine. The Service captures the structured measurement portion of a take-off; it does not capture the unstructured judgement portion.
• The published output of the Service includes a printed warranty disclaimer on every paid-tier deliverable summarising the substance of this section. The presence of that disclaimer is an architectural invariant of the Service.
• We retain a computational audit log of every paid output for 7 years (see §8.4 and Privacy Policy §6). The log allows us to reproduce the exact output you generated from the parameters you submitted at the time of the original render. You may request a copy of any of your own paid-output records at any time within the 7-year retention period.

Subject to §10.1 (Mandatory statutory rights preserved) and to the maximum extent permitted by law, the Service is provided "AS IS" and "AS AVAILABLE", without any warranty of any kind, whether express, implied, statutory or otherwise, including (without limitation) implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, title, and non-infringement.

Where applicable law (for example, UK Consumer Rights Act 2015 implied terms for consumers; Australian Consumer Law guarantees; New Zealand Consumer Guarantees Act 1993; Singapore Consumer Protection (Fair Trading) Act 2003) provides warranties or consumer guarantees that cannot lawfully be excluded, those warranties and guarantees apply notwithstanding this section to the extent required, and §10.1 governs.

Warranty acknowledgment. Before your first paid render under any account, the Service will present a one-time modal containing this §9 warranty disclaimer and will require you to affirmatively acknowledge that you have read and understood it before any paid render can complete. Your acknowledgment is logged (with the policy version in force at the time) in our computational audit log per §8.4. We will re-present the modal only if this §9 is materially updated, in which case the new version must be acknowledged before any further paid render. This acknowledgment is a contractual prerequisite to use of any paid surface and is in addition to the click-through acceptance of these Terms at signup.

10. Limitation of liability

10.1 Mandatory statutory rights preserved (consumers)

Nothing in this §10 excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by mandatory consumer law that cannot lawfully be excluded. This includes (without limitation):

• United Kingdom: rights under the Consumer Rights Act 2015 (including Part 1 Chapters 2–4 on goods, services, and digital content) and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
• European Union: rights under the Consumer Rights Directive 2011/83/EU and the Unfair Contract Terms Directive 93/13/EEC, as implemented in each member state
• Australia: consumer guarantees under the Australian Consumer Law (Competition and Consumer Act 2010 (Cth) Schedule 2)
• New Zealand: consumer guarantees under the Consumer Guarantees Act 1993
• Singapore: rights under the Consumer Protection (Fair Trading) Act 2003

To the extent any limitation in this §10 conflicts with a non-excludable consumer-law right, the consumer-law right prevails for that customer.

10.2 Excluded losses

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including (without limitation) loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data not arising from a breach of our data-protection obligations, costs of substitute service, or claims by any third party — arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

10.3 Aggregate cap (segmented by customer type)

Subject to §10.1 and the carve-outs in §10.4 (which themselves are subject to the §10.4 super-cap where indicated), our total aggregate liability to you under or in connection with these Terms or the Service, whether in contract, tort (including negligence), under statute, or otherwise, shall not exceed the cap set out in the table below for your customer type:

Where you are uncertain which customer type applies to you, the higher cap will apply.

10.4 Carve-outs (super-capped or uncapped)

The aggregate cap in §10.3 and the excluded-losses limitation in §10.2 are modified as follows for the categories of liability listed below:

Category A — Uncapped (no limitation applies). The §10.3 aggregate cap and the §10.2 excluded-losses limitation do not apply to:

• Liability for death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Either party's wilful misconduct
• Customer's payment obligations to us
• Any liability that cannot lawfully be limited under applicable law

Category B — Super-capped (separate higher cap applies). For B2B self-serve customers, our aggregate liability for the categories of claim listed in this Category B is capped at the greater of (i) two times (2×) the total fees you have paid to us in the 12 months preceding the event, or (ii) GBP 10,000 (or its equivalent in your billing currency at the date of claim) — a "super-cap" applied in place of, not in addition to, the §10.3 aggregate cap, and applied separately to each Category B claim category rather than across all of them in aggregate:

• Either party's breach of confidentiality obligations under §16
• Either party's infringement of the other party's intellectual property rights
• A party's data-protection breach causing damage to the other party (regulator fines, notification costs, demonstrable third-party damages) except to the extent that liability arises from the other party's own breach

For Consumers, the §10.1 mandatory-statutory-rights savings apply in full; where any contractual cap is permitted on the Category B residual liability under local law, the super-cap above applies to that residual.

For Enterprise customers, Category B liability is governed by the order form or master services agreement; absent a Category B term in that document, the super-cap above applies as a default.

10.5 Allocation of risk

These limitations reflect a fair allocation of risk in light of the price of the Service, the segmentation by customer type above, the super-cap structure on Category B carve-outs, and the inherent character of estimating outputs as inputs to professional judgement (see §9). Different customer types accept different exposure profiles, and the price points differ correspondingly. The B2B self-serve aggregate cap floor (GBP 5,000) and the Category B super-cap (greater of 2× annual fees or GBP 10,000) are set at levels intended to be commercially defensible under statutory reasonableness tests (UK UCTA 1977 s.11 + Schedule 2; Singapore Unfair Contract Terms Act 1994 s.11 + Schedule 2; EU UCTD 93/13/EEC as transposed; AU ACL unfair-terms provisions; NZ CGA reasonableness) while keeping our exposure on heavier-impact categories (confidentiality, IP, data protection) at levels proportionate to the price of the Service.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, demands, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms
• Your misuse of any output of the Service
• Your violation of any law or third-party right in connection with your use of the Service
• Your input data, where that data infringes any third party's intellectual property or other right

12. Term, termination, suspension

These Terms apply from the moment you first use the Service and continue until terminated.

You may terminate at any time by closing your account. Termination cancels future renewals; it does not refund previously paid fees except as required by law or as set out in §6.5.

We may terminate these Terms or suspend your access:

• Immediately, on written notice, for material breach (including any breach of §7 Acceptable Use, §9 misrepresenting Service outputs as certified, fraud, abuse of free-tier limits, circumvention of security or rate-limiting controls, or breach of §8.5 Skill Content restrictions)
• For non-payment after a reasonable retry window
• On 30 days' written notice, for any reason or no reason, refunding any fees paid for service periods after the effective termination date

On termination: your account access ends; we will retain your data for the data-retention periods set out in our Privacy Policy and then delete it. You can request earlier deletion at any time via your account settings (see Privacy Policy §[Your Rights]).

13. Modifications to the Service

We may improve, change, or discontinue any feature of the Service from time to time. We will not make a materially adverse change to a feature relied on by paying customers without giving at least 30 days' notice (where reasonably practicable). If a material change adversely affects your use, you may terminate and receive a pro-rata refund of fees paid for the period after termination.

14. Modifications to these Terms

We may update these Terms from time to time. The "Last updated" date at the top of this document records the most recent change.

Non-material changes (clarifications, typo corrections, address updates, and similar) take effect when posted at civilquants.com/legal/terms. Continued use of the Service after the effective date constitutes acceptance.

Material changes (any change that materially reduces your rights, increases your obligations, changes the price you pay, changes the dispute-resolution mechanism, changes the limitation of liability, or otherwise has a materially adverse effect on you as a paying customer) will be notified to you by email to your account address at least 30 days before the effective date, and will be posted at civilquants.com/legal/terms. For material changes:

• If you continue to use the Service after the effective date, you are deemed to have accepted the change.
• If you do not agree, you may terminate at any time before the effective date by cancelling your subscription via your account settings and receive a pro-rata refund of fees paid for service periods after termination.
• For consumers, additional protections under mandatory consumer-law may apply (for example, the right to terminate a fixed-term contract on materially adverse change).

We will not retrospectively change clauses in a way that affects a dispute, claim, or right that has arisen before the effective date.

15. Privacy and data protection

Our handling of personal data is governed by the CivilQuants Privacy Policy and Cookie Policy. Those documents form part of these Terms by reference. By using the Service, you confirm that you have read and accepted both.

For any data protection request — access, deletion, rectification, portability, complaint — contact our Data Protection Officer at dpo@emberforge.sg.

16. Confidentiality

Where in the course of using the Service either party discloses information to the other that is identified as confidential or that a reasonable person would consider confidential in the circumstances ("Confidential Information"), the receiving party will use that information only as necessary to perform under these Terms and will protect it with at least the same care it uses for its own information of similar sensitivity, but no less than reasonable care.

Survival. The obligation survives termination for five (5) years, except that:

• Personal data remains protected for as long as it remains personal data under applicable data-protection law.
• Trade secrets remain protected for as long as they remain trade secrets under applicable law (potentially indefinitely).

Exclusions. This section does not apply to information that is or becomes publicly available without breach of these Terms, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosed information, or is required to be disclosed by law or court order (in which case the disclosing party will, where lawful, be given prompt notice and an opportunity to seek a protective order).

17. Force majeure

Neither party will be liable for failure or delay in performance to the extent caused by events beyond its reasonable control (including without limitation acts of God, natural disasters, war, terrorism, civil disturbance, government action, network or utility failures of third parties, pandemic-related disruption, and any internet or hosting-provider outage not caused by the affected party's negligence). The affected party will use reasonable efforts to mitigate the disruption.

18. Governing law and dispute resolution

These Terms are governed by the laws of Singapore, without regard to conflict-of-laws principles.

18.1 Business customers — SIAC arbitration

If you are using the Service in the course of your trade, business, craft, or profession (a "business customer"), any dispute arising out of or in connection with these Terms, including any question of existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time the notice of arbitration is submitted, which rules are deemed to be incorporated by reference into this section. The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of arbitration shall be English.

18.2 Consumer customers — local-court jurisdiction

If you are a consumer (an individual acting wholly or mainly outside your trade, business, craft, or profession), §18.1 does not apply to you. Instead:

• United Kingdom consumers: you may bring proceedings in respect of any claim under these Terms in the courts of the United Kingdom (typically the part of the UK where you reside).
• European Union consumers: you may bring proceedings in the courts of the EU member state where you have your habitual residence.
• Australian consumers: you may bring proceedings in the courts of the Australian state or territory where you reside, including any tribunal with consumer-dispute jurisdiction.
• New Zealand consumers: you may bring proceedings in the courts of New Zealand, including the Disputes Tribunal where the value of the claim falls within its limit.
• Canadian consumers: you may bring proceedings in the courts of the Canadian province or territory where you reside. For Quebec residents in particular, mandatory consumer protections under the Consumer Protection Act (CQLR c P-40.1) apply notwithstanding the SIAC arbitration clause in §18.1.
• Singapore consumers: you may bring proceedings in the courts of Singapore, including the Small Claims Tribunals where the value of the claim falls within its limit.
• Malaysian consumers: you may bring proceedings in the courts of Malaysia, including the Tribunal for Consumer Claims where applicable under the Consumer Protection Act 1999.
• Other jurisdictions: you may bring proceedings in the courts of your country of habitual residence in respect of any consumer claim, where local law gives you that right.

Nothing in this §18 deprives you of the protection of mandatory consumer-law provisions of the country where you reside.

18.3 Class-action waiver

This §18 does not waive any class-action right that cannot lawfully be waived under your local consumer-protection law (including, without limitation, Quebec consumers under the Consumer Protection Act).

19. General

• Entire agreement. These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and us in relation to the Service and supersede any prior agreement on the same subject matter.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force; the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable, preserving the original intent.
• No waiver. Failure to enforce any right under these Terms is not a waiver of that right.
• Assignment. You may not assign these Terms without our written consent. We may assign these Terms to a successor entity (for example, in connection with a corporate reorganisation, sale of substantially all assets, or merger), provided the successor assumes our obligations.
• No third-party beneficiaries. Except as expressly stated, these Terms do not confer any rights on any person other than you and us. The Contracts (Rights of Third Parties) Act 2001 of Singapore is excluded.
• Notices. We will give you notice by email to your account email address or by posting on the Service. You may give us notice by email to legal@emberforge.sg (this address must be working before launch) or by post to the registered office above.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us.

20. Contact

• Service questions: support@civilquants.com
• Billing: billing@civilquants.com
• Legal / formal notices: legal@emberforge.sg
• Data protection / privacy: dpo@emberforge.sg
• Postal address: Ember Forge Pte Ltd, 60 Paya Lebar Road, #06-28 Paya Lebar Square, Singapore 409051