1. Introduction
These Terms of Use (the “Terms”) govern access to and use of the FabQT cloud-based software platform, website and related services (together, the “Platform”). By creating an account, starting a trial, purchasing a subscription or otherwise using the Platform, you agree to these Terms. If you use FabQT on behalf of a company or other organisation, you confirm that you have authority to bind that organisation to these Terms.
2. Definitions
- “FabQT”, “we”, “us” or “our” means the provider and operator of the FabQT Platform.
- “Customer” or “Organisation” means the business or other entity that creates, purchases or holds a FabQT tenant or subscription.
- “User” means an individual authorised to access the Platform.
- “Administrator” means a User authorised to administer an Organisation’s FabQT account, users or settings.
- “Customer Data” means information, records, documents, files and other content submitted to or generated within the Platform by or for a Customer.
- “Subscription” means paid or free access to the Platform under the applicable plan, trial or other agreed arrangement.
- “Brand Materials” means a Customer’s company name, trading name, logo, trade marks and other branding supplied to or uploaded to the Platform.
3. Accounts and eligibility
3.1 Registration
You must provide accurate and complete information when registering and keep account information reasonably up to date. Where you register on behalf of an Organisation, you must have authority to do so.
3.2 Account security
Users are responsible for keeping login credentials secure and confidential. Customers are responsible for managing their authorised Users, roles and permissions and for activity carried out through their accounts. You should notify us promptly if you believe an account has been compromised or accessed without authority.
4. Subscriptions, trials and payment
4.1 Subscription plans
FabQT may offer different plans with different features, usage allowances, storage limits, user limits and other restrictions. The features and limits applicable to your account are those stated for your selected plan or otherwise agreed with us.
4.2 Charges
Paid subscriptions are charged at the price displayed or agreed when the Subscription is purchased. Prices may be subject to VAT and other applicable taxes. Unless otherwise stated, recurring Subscription charges are payable in advance.
4.3 Automatic renewal
Where a Subscription is recurring, it will continue and renew for the applicable billing period until cancelled in accordance with these Terms. You are responsible for maintaining a valid payment method where automatic billing applies.
4.4 Trials
We may offer free or promotional trials. Trial duration, functionality and conversion to a paid Subscription will be stated when the trial is offered. We may modify or withdraw trial offers at any time.
4.5 Price changes
We may change Subscription pricing from time to time. Where a change affects an existing recurring Subscription, we will provide reasonable notice before the new price takes effect.
4.6 Failed payments
If payment is overdue or cannot be collected, we may restrict or suspend access to paid functionality after reasonable attempts to resolve the payment issue.
5. Acceptable use
You must use FabQT lawfully and responsibly. You must not:
- use the Platform for unlawful, fraudulent or abusive purposes;
- attempt to access another Customer’s tenant, account or data without authority;
- upload malware, viruses or other harmful code;
- interfere with, overload, disrupt or compromise the Platform or its security;
- attempt to circumvent account, feature, storage, user or Subscription restrictions;
- reverse engineer, decompile or attempt to discover source code except where applicable law expressly permits it;
- use automated tools to scrape or access the Platform in a manner we have not authorised;
- resell, sublicense or commercially redistribute access to FabQT unless we have expressly agreed otherwise; or
- upload or use content that infringes another person’s intellectual property, privacy or other legal rights.
6. Customer Data
6.1 Ownership
As between FabQT and the Customer, the Customer retains ownership of Customer Data submitted to the Platform. You grant us the rights necessary to host, copy, process, transmit, display and otherwise handle Customer Data solely as required to provide, secure, maintain and support the Platform and to meet our legal obligations.
6.2 Customer responsibility
The Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Data and for ensuring that it has the necessary rights and lawful basis to upload and process that information using FabQT.
6.3 Business and compliance records
FabQT may be used to store project, purchasing, sales, supplier, employee, production, quality assurance, welding, traceability, health and safety and other business records. The Customer remains responsible for determining what records it is legally or contractually required to create, approve, retain, verify or disclose.
6.4 Backups and exports
We take reasonable measures to protect Platform data and may maintain system backups as part of operating the service. Customers should nevertheless maintain appropriate independent copies or exports of business-critical information where required by their own business continuity, contractual or regulatory obligations.
7. Intellectual property and Customer branding
7.1 FabQT intellectual property
The Platform, including its software, design, branding, interfaces, documentation, databases, functionality and underlying technology, is owned by or licensed to FabQT and is protected by intellectual property laws. Subject to these Terms and payment of applicable charges, we grant you a limited, non-exclusive, non-transferable right to use the Platform for your internal business purposes during your Subscription.
7.2 Customer Brand Materials
The Customer retains ownership of its Brand Materials. By supplying or uploading Brand Materials to FabQT, the Customer confirms that it has the necessary rights and authority to permit their use under these Terms.
The Customer grants FabQT a non-exclusive, worldwide, royalty-free licence during the Customer’s use of FabQT to reproduce, display and use the Customer’s Brand Materials for the purposes of operating the Platform and identifying the Customer as a user of FabQT. This includes use on FabQT’s public website, customer or client showcase sections, presentations, social media, sales materials and other promotional or marketing materials.
FabQT may resize, crop or reformat Brand Materials where reasonably necessary for presentation, but will not intentionally make material alterations to a Customer’s logo or use the Brand Materials in a way that states or implies sponsorship, endorsement or partnership unless separately agreed.
A Customer may withdraw permission for future promotional use of its Brand Materials by contacting FabQT. We will stop new promotional use within a reasonable period, although this will not require FabQT to recall, destroy or amend materials already printed, distributed or published before the request was actioned.
8. Third-party services and integrations
FabQT may integrate with or link to third-party products and services, including payment, email, accounting, storage or other business systems. Third-party services are governed by their own terms and privacy policies. We are not responsible for the availability, operation or acts and omissions of independent third-party services.
9. Platform availability, maintenance and changes
We aim to provide a reliable and secure service but do not guarantee that the Platform will always be uninterrupted or error-free. Access may occasionally be affected by maintenance, upgrades, security work, infrastructure failures or circumstances outside our reasonable control.
We may develop, update, replace or modify Platform functionality over time. We will seek to avoid materially reducing the core functionality of a paid Subscription without reasonable justification or notice.
10. FabQT is a management tool
FabQT is designed to assist with business administration, fabrication quality management and traceability. It does not replace competent professional judgement, engineering design or verification, inspection, certification, legal advice, accounting advice or the Customer’s own statutory and contractual compliance procedures.
Customers remain responsible for checking the accuracy and suitability of information, calculations, documents, reports and records produced or stored using the Platform before relying upon them.
11. Data protection and confidentiality
11.1 Data protection
Each party must comply with applicable data protection law. Where FabQT processes personal data on behalf of a Customer, that processing is also governed by our Data Processing Agreement where applicable. Further information about our handling of personal information is set out in our Privacy Policy.
11.2 Confidential information
Each party will take reasonable steps to protect confidential non-public information received from the other and will use it only for the purposes of providing or using the Platform, except where disclosure is required by law or authorised by the other party.
12. Suspension
We may suspend all or part of an account where reasonably necessary to protect the Platform or other customers, investigate suspected misuse, respond to a security incident, comply with law, address overdue payment or deal with a material breach of these Terms. Where reasonably practicable, we will notify the Customer and provide an opportunity to remedy the issue.
13. Cancellation and termination
13.1 Cancellation by the Customer
A Customer may cancel a recurring Subscription using the available account or billing controls, or by contacting us where those controls are unavailable. Unless otherwise agreed, cancellation takes effect at the end of the current paid billing period and does not retrospectively refund charges already due or paid.
13.2 Termination by FabQT
We may terminate an account or Subscription for a material breach that is not remedied within a reasonable period after notice, for serious or repeated misuse, fraudulent or unlawful activity, persistent non-payment, or where continuing to provide the service would expose us or others to material legal or security risk.
13.3 Customer Data after termination
Following termination or expiry, access to the Platform may cease. Customers should export information they need before cancellation takes effect. We may retain Customer Data for a limited period for recovery, legal, security or backup purposes before deletion or anonymisation in accordance with our Privacy Policy and Data Processing Agreement.
14. Warranties and disclaimers
We will provide the Platform with reasonable care and skill. Except as expressly stated in these Terms and to the maximum extent permitted by law, we do not warrant that every feature will meet every Customer requirement, that use will be uninterrupted, or that the Platform will identify or prevent every error, compliance issue or data loss event.
15. Limitation of liability
Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to the above and to the maximum extent permitted by law, FabQT will not be liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill, business opportunity or business interruption arising from use of the Platform.
Subject to liabilities that cannot legally be limited, our aggregate liability arising out of or in connection with the Platform and these Terms will not exceed the total Subscription fees paid or payable by the affected Customer to FabQT during the 12 months immediately preceding the event giving rise to the claim.
16. Indemnity
To the extent permitted by law, the Customer will be responsible for losses, claims and reasonable costs arising from unlawful Customer Data, misuse of the Platform, infringement of third-party rights by Customer Data, or a material breach of these Terms by the Customer or its authorised Users.
17. Changes to these Terms
We may update these Terms to reflect changes to FabQT, applicable law, security requirements or our commercial arrangements. Where changes materially affect existing Customers, we will provide reasonable notice. Continued use of the Platform after the effective date of updated Terms constitutes acceptance of them.
18. General
18.1 Entire agreement
These Terms, together with any applicable order, Subscription details, Privacy Policy, Data Processing Agreement and policies expressly incorporated into them, form the agreement governing use of the Platform.
18.2 Severability
If any provision is held to be invalid or unenforceable, the remaining provisions will continue in effect.
18.3 Waiver
A failure or delay in exercising a right under these Terms does not waive that right.
18.4 Assignment
You may not transfer your rights or obligations under these Terms without our prior written consent. We may transfer our rights and obligations as part of a reorganisation, financing, sale or transfer of the FabQT business, subject to applicable law.
18.5 Third-party rights
Unless expressly stated otherwise, a person who is not a party to these Terms has no right to enforce them.
19. Governing law and jurisdiction
These Terms and any dispute or claim arising from them or use of FabQT are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction, subject to any mandatory rights that apply under law.
20. Contact
Questions about these Terms should be raised using the contact or support details published on the FabQT website.